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 nonexclusive jurisdiction of any New York state court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal Federal court. Each 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 Federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 nonexclusive exclusive jurisdiction of any the courts of the State of New York state court or federal court sitting in the Borough of Manhattan and of the United States District Court of America sitting the Southern District of New York, or in New York Cityany court with jurisdiction that is located in Delaware, California or the state where the related underlying Mortgaged Property is located, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 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 any Seller or its properties in the courts of any jurisdiction. Each Party 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 law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionapplicable 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 America the Southern District of New York and the Supreme Court of the State of New York sitting in New York CityCounty, 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 New York state court or, 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 extent permitted by law, courts of any other jurisdiction in such federal courtconnection with the enforcement of any judgment. Each Borrower (other than PMI) of the Designated Subsidiaries 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 appoints 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 courts court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such Borrower other Borrower, as applicable, at its address specified pursuant to Section 9.29.02. 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 or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionlaw.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court sitting in the City of New York or federal court of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each Borrower hereby accepts for itself and in New York Cityrespect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any appellate court from objection, including any thereofobjection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Borrower irrevocably consents to the service of any and all process in such action or proceeding arising out of or relating to in connection with this Agreement, 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) of copies of such process to such an appointed process agent or the Borrower at its address specified pursuant to in Section 9.210.8. Each of the parties hereto Borrower 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. . (c) Nothing contained in this Agreement Section 10.12 shall affect the right of the Administrative Agent or any right that any party may otherwise have Lender to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against any action Borrower or proceeding relating to this Agreement or the Notes any other Loan Party in the courts of any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document shall be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court located in the City of New York or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each party hereto hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the exclusive jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard in such respective jurisdictions. The Borrower and determined each other Group Member irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against any Agent, any Lender, any Issuer or any Related Party of the foregoing in any such way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York; provided, that nothing in this Agreement or any other Loan Document shall limit the right of the Administrative Agent to commence any proceeding in the federal or state court or, courts of any other jurisdiction to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees the Administrative Agent determines that service of process in any such action is necessary or proceeding brought in appropriate to exercise its rights or remedies as a secured creditor under this Agreement or any such New York state court or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified to the Facility Agent from time to time Collateral Document. (the “Process Agent”), and each Designated Subsidiary 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 b) The Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such the Borrower at its address specified pursuant to in Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.11.8

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 agrees that any New York state court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating Action with respect to this AgreementAgreement or the rights or obligations arising hereunder, or for recognition or and enforcement of any judgmentJudgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or permitted assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.12, and each party waives any objection to the imposition of such relief or any right it may have to require the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect obtaining, furnishing or posting of any such action bond or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2similar instrument. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to it will not bring any action or proceeding relating to this Agreement or any of the Notes transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.12, (b) any claim that it or its property is exempt or immune from jurisdiction of any jurisdictionsuch court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby.

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 agrees that any New York state court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating Action with respect to this AgreementAgreement or the rights or obligations arising hereunder, or for recognition or and enforcement of any judgmentJudgment in respect of this Agreement or the rights or obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). The parties further agree that no party to this Agreement shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 4.13, and each party waives any objection to the imposition of such relief or any right it may have to require the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect obtaining, furnishing or posting of any such action bond or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2similar instrument. Each of the parties hereto hereby irrevocably submits with regard to any such Action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to it will not bring any action or proceeding relating to this Agreement or any of the Notes transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties by this Agreement irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Action with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 4.13, (b) any claim that it or its property is exempt or immune from jurisdiction of any jurisdictionsuch court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable Law, any claim that (i) the Action in such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties by this Agreement consents to service being made through the notice procedures set forth in Section 4.9 and agrees that service of any process, summons, notice or document by registered mail (return receipt requested and first-class postage prepaid) to the respective addresses set forth in Section 4.9 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby.

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 of America sitting in New York City, and any appellate court from any thereof, in any (a) Any legal action or proceeding arising out of or relating with respect to this AgreementSupplemental Indenture or the Notes, or the transactions contemplated hereby, or for recognition or enforcement of any judgment, shall be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and any court of appeals with respect to any such court, and, by execution and delivery of this Supplemental Indenture, each of the parties hereto hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts lack personal jurisdiction over the Company or any of the Guarantors, and agrees not to plead or claim, in any legal action or proceeding may be heard and determined with respect to this Supplemental Indenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in any of the aforementioned courts, that such New York state court orcourts lack personal jurisdiction over the Company or any of the Guarantors, (ii) irrevocably waives, to the fullest extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service any defense of process forum non conveniens in any such legal action or proceeding with respect to the Indenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in any such New York state court or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such aforementioned courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto and (iii) 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. (b) The Company and each of the Guarantors hereby irrevocably designates, appoints and empowers Global Crossing Development Co., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with the Indenture, the Notes, the Note Guarantees or any of the Collateral Documents. The Company and each of the Guarantors hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and each of the Guarantors agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process upon the Company and each of the Guarantors. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any of the Guarantors, as applicable, in care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guarantors irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Company or any of the Guarantors, as applicable, at its address specified in Section 13.02 of the Indenture. (c) Nothing contained in this Agreement Section 5 shall affect the right of the Trustee or any right that any party may otherwise have Holder to serve legal process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guarantors in any other jurisdiction. If for the purposes of obtaining judgment in any court it is necessary to bring any action or proceeding relating convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to this Agreement or the Notes fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the courts Trustee could purchase U.S. dollars with such other currency at the spot rate of any jurisdictionexchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of U.S. dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by the Shareholder shall be brought and determined in the United States District Court in the State of Washington and any legal action or proceeding brought by the Parent shall be brought in the United States District Court for the Southern District of New York, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the Shareholder and the Parent agrees not to commence any action, suit or proceeding relating thereto in any court other than as specified above, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by such court. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties 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 of America sitting in New York Citywaives, and any appellate court from any thereofagrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this AgreementAgreement or the transactions contemplated hereby, or for recognition or enforcement of (a) any judgment, and each claim that it is not personally subject to the jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees United States District Court in the State of Washington or the United States District Court for the Southern District of New York, as applicable, for any reason, (b) that all claims in respect it or its property is exempt or immune from jurisdiction of any such action applicable court or proceeding may be heard and determined in from any such New York state court or, to the extent permitted by law, legal process commenced in such federal court. Each Borrower applicable court (other than PMI) hereby agrees that whether through service of process notice, attachment prior to judgment, attachment in any such action aid of execution of judgment, execution of judgment or proceeding brought in any such New York state court or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇otherwise) and (c) that (i) the suit, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto agrees that a final judgment in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding shall be conclusive and is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in other jurisdictions or by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionsuch courts.

Submission to Jurisdiction; Service of Process. Each of (a) Any legal action or proceeding with respect to (i) this Agreement or any other Loan Document governed by laws other than 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 laws of the United States of America sitting in New York City, and or any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 state thereof may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 the courts located in such federal court may be made upon PMI at the city of ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in ▇ and (ii) any Loan Document governed by the laws of the United States as notified of America or any state thereof may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, Group and the Borrower hereby each accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the Facility Agent from time laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to time (the “Process Agent”), and each Designated Subsidiary 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 bringing 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. in such respective jurisdictions. (b) Each of Group and the Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding arising out of or in such courts connection with this Agreement or any of the other Loan Documents by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such Group and the Borrower at its address specified pursuant to in Section 9.211.8. Each of Group and the parties hereto Borrower 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. . (c) Nothing contained in this Agreement Section 11.12 shall affect the right of any right that Facility Agent or any party may otherwise have Lender to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Borrower or any action or proceeding relating to this Agreement or the Notes other Loan Party in the courts of any other jurisdiction.

Submission to Jurisdiction; Service of Process. Each Except for disputes subject to arbitration under the terms hereof, each Party hereby submits generally, unconditionally, irrevocably, and exclusively to the jurisdiction of the parties hereto hereby irrevocably courts of the State of New York in New York County and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or the federal court courts of the United States District Court for the Southern District of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal courtYork. Each Borrower (other than PMI) hereby Party agrees that service of process all writs, processes, statements, correspondence, and summonses in any such action suit, action, or proceeding brought in any such New York state court or in such federal court the above-named courts may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts Party by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, prepaid to such Borrower Party at its such Party's address specified pursuant to Section 9.2. Each of the parties hereto agrees that a final judgment for notices as provided for 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 lawthis Agreement. Nothing in this Agreement Section shall affect be deemed to in any right that way limit the ability of any party may otherwise have Party to serve legal process any such writs, processes, statements, correspondence, or summonses in any other manner permitted by applicable law or to bring obtain jurisdiction over any action Party in such other jurisdictions, and in such manner, as may be permitted by applicable law. Each Party irrevocably waives any objection which it may now or in the future have based on a lack of personal jurisdiction over such Party or which it may have to the laying of the venue of any such suit, action, or proceeding relating brought in the above-named courts and further irrevocably waives any claim that it is not subject to the jurisdiction of the above-named courts, that any of its respective property is exempt or immune from attachment or execution, that any such suit, action, or proceeding brought in any such court has been brought in an improper venue or an inconvenient forum, that the venue of any such action, suit, or proceeding is improper or that this Agreement or the Notes subject matter hereof may not be enforced in or by any of the courts above-named courts. Each Party hereby expressly waives the application of any jurisdictionthe procedures for service of process according to The Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters.

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 America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each of Kraft Foods and each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified process agent appointed pursuant to the Facility Agent from time to time Section 9.11(b) (the “Process Agent”), ) and each Designated Subsidiary 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 Borrower hereby and Kraft Foods further irrevocably consents to the service of process in any such action or proceeding in any such courts court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower or Kraft Foods, as applicable, at its address specified pursuant to Section 9.29.02. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document shall be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court sitting in New York County or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, each Loan Party hereby accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, except that the Agents, Issuers or for recognition Lenders may bring legal action or proceedings in other appropriate jurisdictions with respect to the enforcement of any judgment, and each of its rights with respect to the Collateral. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard in such respective jurisdictions. (b) The Parent and determined in any such New York state court or, each Borrower irrevocably consents to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service of any and all process in any such action or proceeding brought in any by the mailing (by registered or certified mail, postage prepaid) of copies of such New York state court or in such federal court may be made upon PMI process to J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ Holdings, LLC (at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, Attention: Corporate SecretaryHouston, Texas 77079) 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower Parent at its address specified pursuant to in Section 9.211.8. Each of the parties hereto The Parent and each Borrower 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. . (c) Nothing contained in this Agreement Section 11.12 shall affect the right of any right that Administrative Agent or any party may otherwise have Lender to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Borrowers or any action other Loan Party in any other jurisdiction. (d) To the extent that either the Parent or proceeding relating to this Agreement a Borrower has or the Notes in the courts hereafter may acquire any immunity from jurisdiction of any jurisdictioncourt or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), such Person hereby irrevocably waives such immunity in respect of its obligations hereunder.

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 Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal Federal court. Each Borrower (other than PMIAltria) hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such federal Federal court may be made upon PMI Altria at its offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified to the Facility Agent from time to time Secretary (the “Process Agent”), ) and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.29.02. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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. (a) Each of the parties hereto Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any U.S. Federal or New York state State court or federal court of the United States of America sitting in New York, New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreementany 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 in any such New York state court State or, to the extent permitted by law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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. Each party hereto agrees that the Administrative Agent and the Secured Parties retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction solely in connection with the exercise of any rights under any Collateral Document. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any party Issuing Bank or any Lender may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction. (b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (b) of this Section 11.12. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.8. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. (a) Each of the parties hereto Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state State court or federal Federal court of the United States of America ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court State or, to the extent permitted by law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto Guarantor 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 shall affect any right that the Administrative Agent, the Collateral Agent, the Issuing Bank or any party Lender may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this the Credit Agreement or the Notes other Loan Documents against each Guarantor or their respective properties in the courts of any jurisdiction. (b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court referred to in paragraph (a) of this Section. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each Guarantor irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Credit Agreement. Nothing contained in the Credit Agreement or any other Loan Document shall affect the right of the Collateral Agent or any other Guarantied Party to serve 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 Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal Federal court. Each Kraft and each Borrower (other than PMI) 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 Federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified process agent appointed pursuant to the Facility Agent from time to time Section 9.11(b) (the “Process Agent”), ) and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.29.02. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 America the Southern District of New York and the Supreme Court of the State of New York sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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, each of the parties hereto shall retain the right to bring any such New York state court or, to action or proceeding in the extent permitted by law, courts of any other jurisdiction in such federal courtconnection with the enforcement of any judgment. Each Borrower (other than PMI) of the Designated Subsidiaries 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified process agent appointed pursuant to the Facility Agent from time to time Section 9.11(b) (the “Process Agent”), ) and each Designated Subsidiary hereby irrevocably 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 courts court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to Mondelēz International or such Borrower other Borrower, as applicable, at its address specified pursuant to Section 9.29.02. 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 or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionlaw.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive non-exclusive jurisdiction of any the federal and state courts in the Borough of Manhattan in the City of New York state court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action suit or proceeding arising out of or relating to this Agreement, Indenture or for recognition the Notes or enforcement of any judgment, and each transaction contemplated hereby or 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 state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Corporation Service Company as its authorized agent in the Borough of Manhattan in the City of New York state court orupon which process may be served in any such suit or proceeding, to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby and agrees that service of process in any upon such action or proceeding brought in any such New York state court or in such federal court may be made upon PMI at agent, and written notice of said service to the Company by the person serving the same to Qihoo 360 Technology Co. Ltd., Building N▇. ▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ 100015, People’s Republic of China, Attention: A▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, shall be 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 necessary to maintain such other address designation and appointment of such agent in full force and effect for a period of seven years from the United States as notified date of this Indenture. If for any reason such agent shall cease to the Facility Agent from time to time (the “Process Agent”), and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized be such agent to accept such for service of process, and agrees that the failure Company shall forthwith appoint a new agent 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 Borrower hereby further irrevocably consents to the recognized standing for service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, State of New York and deliver to such Borrower at its address specified pursuant to Section 9.2. Each the Trustee a copy of the parties hereto agrees new agent’s acceptance of 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 lawappointment within 30 days. Nothing in this Agreement herein shall affect the right of the Trustee, any right that agent or any party may otherwise have Holder to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Company in any action or proceeding relating to this Agreement or the Notes in the courts other court of any competent jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the courts of the State of New York state court or federal court sitting in the Borough of Manhattan and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgmentGuarantee, and each of the parties hereto hereby such party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified to the Facility Agent from time to time (the “Process Agent”)Guarantor, and by its acceptance hereof, Buyer, each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 Guarantee or the other Repurchase Documents shall affect any right that any party Buyer may otherwise have to bring any action or proceeding for prejudgment remedies as for recognition or enforcement of any judgments arising out of or relating to this Guarantee against Guarantor or its properties in the courts of any jurisdiction where either Guarantor or such properties are located. Guarantor, and by its acceptance hereof, Buyer, each hereby 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 this Guarantee 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. Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Guarantee will affect the right of Buyer to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionapplicable law.

Submission to Jurisdiction; Service of Process. Each of the parties hereto Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the courts of the State of New York state court or federal court sitting in the Borough of Manhattan and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgmentGuarantee, and each of the parties hereto hereby such party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇Guarantor, and by its acceptance hereof, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 Guarantee or the other Repurchase Documents shall affect any right that any party Buyer may otherwise have to bring any action or proceeding for prejudgment remedies or for recognition or enforcement of any judgments arising out of or relating to this Guarantee against Guarantor or its properties in the courts of any jurisdiction where either Guarantor or such properties are located. Guarantor, and by its acceptance hereof, Buyer, each hereby 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 this Guarantee 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. Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably consents to service of process in the manner provided for notices in Section 15(a), (b) or (c). Nothing in this Guarantee will affect the right of Buyer to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionapplicable 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 Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal Federal court. Each Borrower (other than PMIAltria) hereby agrees that service of process in any such action or proceeding brought in any such New York state court or in such federal Federal court may be made upon PMI Altria at ▇its offices at 1▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified to the Facility Agent from time to time Secretary (the “Process Agent”), ) and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.29.02. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal Federal court. Each 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 Federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified to the Facility Administrative Agent from time to time (the “Process Agent”), and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document, may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court located in the City of New York or federal court of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby accepts for itself and in New York Cityrespect of its property, generally and any appellate court from any thereofunconditionally, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. respective jurisdictions. (b) Each Borrower (other than PMI) Guarantor 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such Guarantor care of the Borrower at its the Borrower’s address specified pursuant to in Section 9.211.8 (Notices, Etc.) of the Credit Agreement. Each of the parties hereto Guarantor 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. . (c) Nothing contained in this Agreement Section 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any right that any party may otherwise have other Guarantied Party to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against a Guarantor in any action or proceeding relating to this Agreement or the Notes in the courts of any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 10:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each Person party hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each Borrower respective jurisdictions. (other than PMIb) hereby agrees that service Nothing contained in this Section 10.18 shall affect the right of any Person party hereto to serve 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto in any other jurisdiction. (c) If for the purposes of obtaining judgment in any court it is necessary to bring convert a sum due hereunder in Dollars or in Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or Euros for delivery two Business Days thereafter. The obligation of the Borrowers in respect of any action such sum due from it to the Administrative Agent or proceeding relating to any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, the Borrowers agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Notes in the courts of any jurisdictionPerson to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby Guarantor irrevocably and unconditionally submits, for itself and its property, to the nonexclusive non-exclusive jurisdiction of any the courts of the State of New York state court or federal court sitting in the Borough of Manhattan and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreementthe Repurchase Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby Guarantor irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court or, to the fullest extent permitted by lawRequirements of Law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto Guarantor 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 lawRequirements of Law. Nothing in this Agreement Guaranty or the other Repurchase Documents shall affect any right that Buyer or any party Indemnified Person may otherwise have to bring any action or proceeding arising out of or relating to the Repurchase Documents against Guarantor or its properties in the courts of any jurisdiction. Guarantor 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. Guarantor irrevocably consents to service of process in the manner provided for notices in Section 6.11. Nothing in this Guaranty will affect the right of any party hereto to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts Requirements of any jurisdictionLaw.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Agreement or any other Credit Document shall be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court sitting in New York County or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, each Credit Party hereby accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, except that the Agents, Issuers or for recognition Participants may bring legal action or proceedings in other appropriate jurisdictions with respect to the enforcement of any judgment, and each of its rights with respect to the Collateral. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard in such respective jurisdictions. (b) The Parent and determined in any such New York state court or, each Applicant irrevocably consents to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service of any and all process in any such action or proceeding brought in any by the mailing (by registered or certified mail, postage prepaid) of copies of such New York state court or in such federal court may be made upon PMI process to J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ Holdings, LLC (at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, Attention: Corporate SecretaryHouston, Texas 77079) 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower Parent at its address specified pursuant to in Section 9.211.8. Each of the parties hereto The Parent and each Applicant 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. . (c) Nothing contained in this Agreement Section 11.12 shall affect the right of the Administrative Agent or any right that any party may otherwise have Participant to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Applicants or any action other Credit Party in any other jurisdiction. (d) To the extent that either the Parent or proceeding relating to this Agreement an Applicant has or the Notes in the courts hereafter may acquire any immunity from jurisdiction of any jurisdictioncourt or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), such Person hereby irrevocably waives such immunity in respect of its obligations hereunder.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding brought by any Borrower or any of its respective Affiliates with respect to this Agreement or any other Loan Document shall be brought exclusively in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court located in the City of New York, borough of Manhattan, or federal court of the United States of America sitting in for the Southern District of New York City, York. By execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each Loan Party hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. respective jurisdictions. (b) Each Borrower (other than PMI) Loan Party 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such Borrower the Loan Parties at its address specified pursuant to in Section 9.29.02. Each of the parties hereto Loan 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. . (c) Nothing contained in this Agreement Section 9.12 shall affect the right of the Administrative Agent or any right that any party may otherwise have Lender to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Loan Parties in any other jurisdiction. (d) Each Loan Party that is a Foreign Subsidiary (including Arcadium, IntermediateCo and ▇▇▇▇▇) hereby agrees that service of process in any action or proceeding relating to brought in any New York State court or in federal court described in clause (a) of this Section 9.12 may be made upon Arcadium at its U.S. address set forth in Section 9.02 of this Agreement or and each such Loan Party hereby irrevocably appoints Arcadium, and Arcadium hereby accepts such appointment, as its authorized agent to accept such service of process, and agrees that the Notes in the courts failure of Arcadium to give any notice of any jurisdictionsuch service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Section 9.13. SECTION 9.13.

Submission to Jurisdiction; Service of Process. Each (a) Subject to Sections 2.12 and 6.6, each of the parties hereto hereby Parties irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of any New York state court or federal court, and only federal court if diversity of the United States of America Parties exists, sitting in New York CityCounty, and any appellate court from any thereof, New York in any action or proceeding Dispute arising out of or relating to this Agreement, Agreement or for recognition or enforcement of any judgment, Ancillary Agreement and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding Action may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby Party also agrees that service not to bring any Action arising out of process or relating to this Agreement or any Ancillary Agreement 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2court. Each of the parties hereto agrees Parties irrevocably and unconditionally waives any objection to personal jurisdiction, venue, and any defense of inconvenient forum to the maintenance of, any Action so brought and waives any bond, surety or other security that a final judgment in any such action or proceeding shall might be conclusive and may be enforced in other jurisdictions by suit on the judgment or in required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided by law. Nothing for the giving of notices in Section 11.5; provided, however, that nothing in this Agreement shall Section 11.7 will affect the right of any right that any party may otherwise have Party to serve legal process in any other manner permitted by law Law or in equity. (b) Notwithstanding anything to bring the contrary set forth herein, the Parties acknowledge and agree that in the course of any action Action including any dispute resolution process pursuant to Section 2.12 or proceeding relating to this Agreement 6.6, if the Insurer or the Notes in Independent Third Party produces or otherwise disclose the courts Life-By-Life Information, or information from which Life-By-Life Information may be derived, to the Company, the Independent Fiduciary or their respective Affiliates or Representatives, the Company and the Independent Fiduciary shall consent to the filing of, and the Parties shall use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of such Insurer Provided Life-by-Life Information and ensure the strictly confidential treatment thereof, including requiring such Insurer Provided Life-by-Life Information to be submitted under seal and for the return and destruction of such Insurer Provided Life-by-Life Information or copies thereof following the conclusion of any jurisdictionsuch Action, provided, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or defend the Action or otherwise prejudice the Company's position (including any restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such a way that it would be reasonably likely to become available to competitors of the Insurer or other third parties not involved in any such Action.

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 Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal Federal court. Each Kraft and each Borrower (other than PMI) 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 Federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified process agent appointed pursuant to the Facility Agent from time to time Section 9.11(b) (the “"Process Agent”), ") and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.29.02. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 The Company hereby irrevocably and unconditionally (i) submits, for itself and for its property, to the nonexclusive exclusive jurisdiction of any New York state court or federal court of the United States Stated District Court for the Southern District of America New York or, if that federal court lacks subject matter jurisdiction, the Commercial Division of the Supreme Court of the State of New York sitting in New York CityCounty, and any appellate court from any thereof, in any action or proceeding arising out of or in any way relating to this AgreementAgreement or the transactions contemplated hereby, or for recognition or enforcement of any judgment, and each (ii) agrees that it will not assert any claim, or in any way support any suit, action or proceeding, arising out of or relating to this Agreement or the parties hereto hereby irrevocably and unconditionally transactions contemplated hereby, or for recognition or enforcement of any judgment, other than in such courts, (iii) agrees that all claims in respect of any such action suits, claims, actions or proceeding may proceedings related to this Agreement or the transactions contemplated hereby shall be heard and determined only in any such New York state court orcourts, (iv) waives, to the fullest extent permitted by lawit may effectively do so, in such federal court. Each Borrower the defense of inconvenient forum and (other than PMIv) 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto agrees that a final judgment in any of such action or proceeding courts shall be conclusive and may be enforced in any other jurisdictions jurisdiction by suit on the judgment or in any other manner provided by law. The Company agrees that service of any process, summons, notice or document by registered mail addressed to the Company c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary, ▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be effective service of process against the Company for any suit, action or proceeding relating to any dispute related to this Agreement or the transactions contemplated hereby. Nothing in this Agreement shall will affect any the right that of any party may otherwise have hereto to serve legal process in any other manner permitted by law applicable requirements of law. To the extent that the Company has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to bring itself or its property, the Company irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionproceeding.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document, may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court or federal court of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby accepts for itself and in New York Cityrespect of its property, generally and any appellate court from any thereofunconditionally, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. respective jurisdictions. (b) Each Borrower (other than PMI) Guarantor 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such Borrower Guarantor care of the Company at its the Company’s address specified pursuant to in Section 9.214.2 (Notices) of the Term Loan Agreement. Each of the parties hereto Guarantor 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. . (c) Nothing contained in this Agreement Section 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Collateral Agent or any right that any party may otherwise have other Guarantied Party to serve legal process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction. (d) The obligations of each Guarantor in respect of any Obligation due to bring any action party hereto in Dollars or proceeding relating any holder of any bond which is denominated in Dollars, shall, notwithstanding any judgment in a currency (the “judgment currency”) other than Dollars, be discharged only to the extent that on the Business Day following receipt by such party or such holder (as the case may be) of any sum adjudged to be so due in the judgment currency such party or such holder (as the case may be) may in accordance with normal banking procedures purchase Dollars with the judgment currency; if the amount of Dollars so purchased is less than the sum originally due to such party or such holder (as the case may be) in Dollars, such Guarantor agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party or such holder (as the case may be) against such loss, and if the amount of Dollars so purchased exceeds the sum originally due to any party to this Agreement Guaranty or any holder of Notes (as the Notes in case may be), such party or such holder (as the courts of any jurisdictioncase may be), agrees to remit to such Guarantor, such excess.

Submission to Jurisdiction; Service of Process. (a) Each of the parties hereto Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state State court or federal Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court State or, to the extent permitted by law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto Guarantor 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 shall affect any right that the Administrative Agent, the Collateral Agent or any party Lender may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this the Credit Agreement or the Notes other Loan Documents against each Guarantor or their respective properties in the courts of any jurisdiction. (b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court referred to in paragraph (a) of this Section. Each Guarantor hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each Guarantor irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Credit Agreement. Nothing contained in the Credit Agreement or any other Loan Document shall affect the right of the Collateral Agent or any other Guarantied Party to serve 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 America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each Kraft Foods and each Borrower (other than PMI) 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 PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified process agent appointed pursuant to the Facility Agent from time to time Section 9.11(b) (the “Process Agent”), ) and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.29.02. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court located in the City of New York or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each Borrower hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal courtrespective jurisdictions. 128 (b) Each Borrower (other than PMI) of the Borrowers hereby agrees that service irrevocably designates, appoints and empowers CSC Corporation, 1133 Ave 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 the Americas, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ (telephone no: ▇▇▇-▇▇▇-▇▇▇▇) (telecopy no: 212-299-5656) (electronic mail address: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and/or ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇) (the "Process Agent"), Attention: Corporate Secretaryin the case of any suit, action or such other address proceeding brought in the United States of America as notified its designee, appointee and agent to the Facility Agent from time to time (the “Process Agent”)receive, accept and acknowledge for and on its behalf, and each Designated Subsidiary hereby irrevocably appoints the Process Agent in respect of its authorized agent to accept such property, service of any and all legal process, summons, notices and agrees documents 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 may be served in any action or proceeding based thereonarising out of or in connection with this Agreement or any Loan Document. Each Borrower hereby further irrevocably consents to the Such service of process in any action or proceeding in such courts may be made by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Borrower in care of the Process Agent at the Process Agent's above address, and each of the Borrowers hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each of the Borrowers irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Borrower at its address specified pursuant to in Section 9.211.8 (Notices, Etc.). Each of the parties hereto Borrowers 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. . (c) Nothing contained in this Agreement Section 11.12 shall affect the right of the Administrative Agent or any right that any party may otherwise have Lender to serve legal process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any Borrower or any other Loan Party in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to bring convert a sum due hereunder in Dollars, Canadian Dollars, Euros or Sterling into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars, Canadian Dollars, Euros or Sterling, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, Canadian Dollars, Euros or Sterling, as the case may be, for delivery two Business Days thereafter. The obligation of each Borrower in respect of any action such sum due from it to the Administrative Agent or proceeding relating to the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than that in which sum is denominated in accordance with the applicable provisions of this Agreement (the "Agreement Currency"), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent in the Agreement Currency, each Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Notes in the courts of any jurisdictionPerson to whom such obligation was owing against such loss.

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 Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal Federal court. Each 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 Federal court may be made upon PMI at ▇▇▇▇▇▇▇▇▇▇ Commons One, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, 2nd floor, Richmond, Virginia 23236, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court located in the City of New York or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or for recognition or enforcement of any judgment, the Borrower and each Subsidiary Guarantor hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each respective jurisdictions. (b) The 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 Guarantor 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 Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid) or delivering of a copy of such process to the Borrower or the Subsidiary Guarantor, to such Borrower as the case may be, at its address specified pursuant to in Section 9.213.8. Each of the parties hereto The Borrower and each Subsidiary Guarantor 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. . (c) Nothing contained in this Agreement Section 13.12 shall affect the right of the Administrative Agent or any right that any party may otherwise have Lender to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Borrower or any action or proceeding relating to this Agreement or the Notes other Loan Party in the courts of any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the Supreme Court of the State of New York state court or federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, the Holdco Guaranty Agreement or the 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 any such New York state court State or, to the extent permitted by law, in such federal courtFederal courtUnited States District Court or, if that court does not have subject matter jurisdiction, such Supreme Court; provided that, notwithstanding the foregoing, 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 Borrower (other than PMI) of the Designated Subsidiaries 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified process agent appointed pursuant to the Facility Agent from time to time Section 9.11(b) (the “Process Agent”), ) and each Designated Subsidiary hereby irrevocably 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 Borrower hereby of ▇▇▇▇▇ ▇▇▇▇▇ and the Borrowers further irrevocably consents to the service of process in any such action or proceeding in any such courts court by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to ▇▇▇▇▇ ▇▇▇▇▇ or such Borrower Borrower, as applicable, at its address specified pursuant to Section 9.29.02. 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 or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionlaw.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive non-exclusive jurisdiction of any the federal and state courts in the Borough of Manhattan in the City of New York state court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action suit or proceeding arising out of or relating to this Agreement, Indenture or for recognition the Notes or enforcement of any judgment, and each transaction contemplated hereby or 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 state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Corporation Service Company as its authorized agent in the Borough of Manhattan in the City of New York state court orupon which process may be served in any such suit or proceeding, to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby and agrees that service of process in any upon such action or proceeding brought in any such New York state court or in such federal court may be made upon PMI at agent, and written notice of said service to the Company by the person serving the same to Qihoo 360 Technology Co. Ltd., Building N▇. ▇, ▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇’▇ ▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇, Attention: Corporate SecretaryA▇▇▇ ▇▇▇▇▇ ▇▇, shall be 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 necessary to maintain such other address designation and appointment of such agent in full force and effect for a period of seven years from the United States as notified date of this Indenture. If for any reason such agent shall cease to the Facility Agent from time to time (the “Process Agent”), and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized be such agent to accept such for service of process, and agrees that the failure Company shall forthwith appoint a new agent 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 Borrower hereby further irrevocably consents to the recognized standing for service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, State of New York and deliver to such Borrower at its address specified pursuant to Section 9.2. Each the Trustee a copy of the parties hereto agrees new agent’s acceptance of 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 lawappointment within 30 days. Nothing in this Agreement herein shall affect the right of the Trustee, any right that agent or any party may otherwise have Holder to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Company in any action or proceeding relating to this Agreement or the Notes in the courts other court of any competent jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby Parties irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive exclusive jurisdiction of the Bankruptcy Court in any New York state court Litigation arising out of or federal court relating to this Agreement or any Related Agreement or the transactions contemplated hereby or thereby and agrees that all claims in respect of such Litigation may be heard and determined in any such court. Each Party also agrees not to (a) attempt to deny or defeat such exclusive jurisdiction by motion or other request for leave from the United States of America sitting in New York City, and any appellate court from any thereof, in Bankruptcy Court or (b) bring any action or proceeding arising out of or relating to this AgreementAgreement or any Related Agreement or the transactions contemplated hereby or thereby in any other court; provided, or for recognition or enforcement of any judgmenthowever, that if the Bankruptcy Cases have not been commenced, the Parties agree to unconditionally and each irrevocably submit to the exclusive jurisdiction of the parties hereto hereby irrevocably and unconditionally agrees that all claims Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in respect the State of Delaware, for the resolution of any such action claim or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2dispute. Each of the parties hereto agrees Parties irrevocably and unconditionally waives any objection to the laying of venue in, and any defense of inconvenient forum to the maintenance of, any Litigation so brought and waives any bond, surety or other security that a final judgment in any such action or proceeding shall might be conclusive and may be enforced in other jurisdictions by suit on the judgment or in required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided by law. Nothing for the giving of notices in Section 9.7; provided, however, that nothing in this Agreement Section 9.9 shall affect the right of any right that any party may otherwise have Party to serve legal process in any other manner permitted by law or to bring in equity. Each Party agrees that a final judgment in any action Litigation so brought shall be conclusive and may be enforced by Litigation or proceeding in any other manner provided by law or in equity. The Parties intend that all foreign jurisdictions will enforce any Decree of the Bankruptcy Court in any Litigation arising out of or relating to this Agreement or any Related Agreement or the Notes in the courts of any jurisdictiontransactions contemplated hereby or thereby.

Submission to Jurisdiction; Service of Process. (a) Each of the parties hereto Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York state court or federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementGuaranty, 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 in any such New York state court State or, to the extent permitted by law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 Guaranty shall affect any right that any party the Administrative Agent may otherwise have to bring any action or proceeding relating to this Guaranty against any Guarantor or its properties in the courts of any jurisdiction. (b) Each Guarantor hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to such Guarantor care of the Borrower at the Borrower’s address specified in Section 9.01 of the Amended and Restated Credit Agreement. Each Guarantor 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. (c) Nothing contained in this Article XVIII shall affect the right of the Administrative Agent or any other Guaranteed Party to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against any action or proceeding relating to this Agreement or the Notes Guarantor in the courts of any other jurisdiction.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document shall be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court located in the City of New York or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each party hereto hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the exclusive jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard in such respective jurisdictions. The Borrower and determined each other Group Member irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against any Agent, any Lender, any Issuer or any Related Party of the foregoing in any such way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York; provided, that nothing in this Agreement or any other Loan Document shall limit the right of the Administrative Agent to commence any proceeding in the federal or state court or, courts of any other jurisdiction to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees the Administrative Agent determines that service of process in any such action is necessary or proceeding brought in appropriate to exercise its rights or remedies as a secured creditor under this Agreement or any such New York state court or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified to the Facility Agent from time to time Collateral Document. (the “Process Agent”), and each Designated Subsidiary 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 b) The Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.(by

Submission to Jurisdiction; Service of Process. Each of the parties hereto (a) The Company hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any U.S. Federal or New York state State court or federal court of the United States of America sitting in New York, New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreementany LC Facility 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 in any such New York state court State or, to the extent permitted by law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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. Each party hereto agrees that the Administrative Agent and the Secured Parties retain the right to bring proceedings against the Company in the courts of any other jurisdiction solely in connection with the exercise of any rights under any Collateral Document. Nothing in this Agreement or any other LC Facility Document shall affect any right that the Administrative Agent, any party Issuer or any LC Participant may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any other LC Facility Document against the Notes Company or its properties in the courts of any jurisdiction. (b) The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (a) of this Section 11.12. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.8. Nothing in this Agreement or any other LC Facility Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (a) The Company hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other LC Facility Document to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; (ii) consents that any such action or proceeding will be brought in such courts and waives trial by jury and any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 11.8 (Notices, Etc.) or at such other address of which the Administrative Agent shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

Submission to Jurisdiction; Service of Process. Each of the parties hereto Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the courts of the State of New York state court or federal court sitting in the Borough of Manhattan and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby such party irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified to the Facility Agent from time to time (the “Process Agent”)Guarantor, and by its acceptance hereof, Buyer, each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 Guarantee Agreement or the other Repurchase Documents shall affect any right that any party Buyer may otherwise have to bring any action or proceeding for prejudgment remedies as for recognition or enforcement of any judgments arising out of or relating to this Guarantee Agreement against Guarantor or its properties in the courts of any jurisdiction where either Guarantor or such properties are located. Guarantor, and by its acceptance hereof, Buyer, each hereby 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 this Guarantee Agreement 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. Guarantor, and by its acceptance hereof, Buyer, each hereby irrevocably consents to service of process in the manner provided for notices in Section 15. Nothing in this Guarantee Agreement will affect the right of Buyer to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionapplicable law.

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 any New York state court or federal court of the United States District Court for the Southern District of America New York and of any competent New York State Court sitting in the Borough of Manhattan in New York City, 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 Securities or the Subsidiary Guarantees, or for recognition the transactions contemplated hereby or enforcement of any judgment, thereby. The Company and each of the parties hereto hereby Subsidiary Guarantor irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court orwaive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the laying of the venue of any such proceeding brought in such federal courta court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each Borrower of the Company and each Subsidiary Guarantor hereby irrevocably designates and appoints ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP (other than PMI“SK”) hereby as such Person’s authorized agent to receive and forward on its behalf service of any and all process which may be served in any such suit, action or proceeding in any such court and agrees that service of process in accordance with applicable law upon SK (or any such action or proceeding brought in any such New York state court or in such federal court may be made upon PMI successor) at its office at On▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or such other address 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 ▇▇▇▇▇▇ & ▇▇▇▇▇▇, On▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary▇▇▇ ▇▇▇▇, or such other address ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, shall be deemed in the United States as notified to the Facility Agent from time to time (the “Process Agent”), and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such every respect effective service of processprocess upon the Company and, and agrees that the failure of the Process Agent to give any notice of if applicable, such Subsidiary Guarantor in any such service shall not impair or affect the validity of such service or of any judgment rendered in any suit, action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto agrees that a final judgment in any such action or proceeding and shall be conclusive taken and may held to be enforced in other jurisdictions by suit on valid personal service upon the judgment or in any other manner provided by lawCompany. Such designation and appointment shall be irrevocable. Nothing in this Agreement Section 11.15 shall affect any the right that of any party may otherwise have hereto to serve legal service process in any other manner permitted by law or limit the right of any party hereto to bring proceeding against the Company or any action or proceeding relating to this Agreement or the Notes Subsidiary Guarantor in the courts of any jurisdictionjurisdiction 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 SK in full force and effect so long as this Indenture or any of the Securities shall be outstanding; provided that the Company may and shall (to the extent SK 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 11.15 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 11.15. 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 Securities and the Subsidiary Guarantees, as applicable, to the extent permitted by law.

Submission to Jurisdiction; Service of Process. (a) Each party hereto hereby consents and agrees that the Bankruptcy Court shall have exclusive jurisdiction to hear and determine any claims or disputes between the Borrowers, Administrative Agent and Lenders pertaining to this Agreement or any of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, other Loan Documents or to any matter arising out of or relating to this Agreement or any of the nonexclusive jurisdiction other Loan Documents; provided that nothing in this Agreement shall be deemed to operate to preclude the Administrative Agent or any Lender from bringing suit or taking other legal action in the courts of any the State of New York state court sitting in the City of New York or federal court of the United States of America sitting for the Southern District of New York; and, provided, further, that nothing in New York City, and any appellate court this Agreement shall be deemed or operate to preclude the Administrative Agent from any thereof, bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for the Obligations, or to enforce a judgment or other court order in favor of the Administrative Agent for the benefit of itself and the other Lenders and, by execution and delivery of this Agreement, each Borrower hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Borrower irrevocably consents to the service of any and all process in such action or proceeding arising out of or relating to in connection with this Agreement, 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) of copies of such process to such an appointed process agent or the Borrower at its address specified pursuant to in Section 9.210.8. Each of the parties hereto Borrower 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. . (c) Nothing contained in this Agreement Section 10.13 shall affect the right of the Administrative Agent or any right that any party may otherwise have Lender to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against any action or proceeding relating to this Agreement or the Notes Borrower in the courts of any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding brought by any Borrower or any of its respective Affiliates with respect to this Agreement or any other Loan Document shall be brought exclusively 128 WEIL:\98721861\10\35899.0596 in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court located in the City of New York, borough of Manhattan, or federal court of the United States of America sitting in for the Southern District of New York City, York. By execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each Loan Party hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. respective jurisdictions. (b) Each Borrower (other than PMI) Loan Party 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such Borrower the Loan Parties at its address specified pursuant to in Section 9.29.02. Each of the parties hereto Loan 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. . (c) Nothing contained in this Agreement Section 9.12 shall affect the right of the Administrative Agent or any right that any party may otherwise have Lender to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Loan Parties in any action or proceeding relating to this Agreement or the Notes in the courts of any other jurisdiction.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document, may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each Guarantor hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. respective jurisdictions. (b) Each Borrower (other than PMI) Guarantor 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such Guarantor care of the Borrower at its the Borrower's address specified pursuant to in Section 9.28.8 (Notices, Etc.) of the Second Lien Credit Agreement. Each of the parties hereto Guarantor 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. . (c) Nothing contained in this Agreement Section 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any right that any party may otherwise have other Guarantied Party to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against a Guarantor in any action or proceeding relating to this Agreement or the Notes in the courts of any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. (a) Each of the parties party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any New York state State court or federal court of the United States of America U.S. sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgmentjudgment relating thereto, and each of the parties party hereto hereby irrevocably and unconditionally agrees that all claims or causes of action (whether in contract, tort or otherwise) in respect of any such action or proceeding may be heard and determined in any such New York state State court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties party hereto agrees that a final final, non-appealable 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. (b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any New York State or federal court. Each party hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 8 hereof. Nothing in this Agreement shall will affect any the right that of any party may otherwise have to this Agreement to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionlaw.

Submission to Jurisdiction; Service of Process. Each (a) Subject to clauses (b) and (c) below, any legal action or proceeding with respect to this Agreement or any other Loan Document shall be brought in the courts of the parties State of New York sitting in the County of New York (the “New York Supreme Court”) or of the District Court for the Southern District of New York (the “New York Federal Court,” and together with the New York Supreme Court, the “New York Courts”), and appellate courts from either of them and, by execution and delivery of this Agreement, each party hereto hereby irrevocably and unconditionally submits, accepts for itself and in respect of its property, to generally and unconditionally, the nonexclusive exclusive jurisdiction of any the New York state court Courts; provided that nothing herein shall be deemed or federal court of operate to preclude (i) the United States of America sitting in New York City, and any appellate court Administrative Agent or Collateral Agent from any thereof, bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 11.13 would otherwise require to be asserted in a legal action or proceeding arising out of or relating to this Agreementin a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or Collateral Agent, as applicable, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition or and enforcement of any judgment, and each (iii) if all such New York Courts decline jurisdiction over any Person or decline (or, in the case of the New York Federal Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. respective jurisdictions. (b) Each Borrower (other than PMI) party hereto 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such Borrower other party at its respective address specified pursuant to in Section 9.211.9. Each of the parties party 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. . (c) Nothing contained in this Agreement Section 11.13 shall affect the right of the Administrative Agent or any right that any party may otherwise have Lender to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against Holdings, Borrower or any action or proceeding relating to this Agreement other Loan Party in any other jurisdiction, in connection with the exercise of any rights under any Collateral Document or the Notes in the courts enforcement of any jurisdictionjudgment.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Guaranty, and any of the parties hereto hereby irrevocably and unconditionally submitsother Loan Documents, for itself and its property, to may be brought in the nonexclusive jurisdiction courts of any the State of New York state court or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each Guarantor hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees that all claims in respect waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such respective jurisdictions. (b) Each Guarantor that has a principal place of business in the State of New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Guaranty or any of the other Loan Documents by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such Guarantor care of the Borrower at its the Borrower’s address specified pursuant to in Section 9.211.8 of the Credit Agreement. Each of the parties hereto such Guarantor 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. (c) Each Guarantor that does not have a principal place of business in the State of New York hereby irrevocably designates, appoints and empowers CT Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Guaranty or any of the other Loan Documents. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to such Guarantor in care of the Process Agent at the Process Agent’s above address, and such Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each such Guarantor irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Guarantor care of the Company at the Company’s address specified in Section 11.8 of the Credit Agreement. Each such Guarantor 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. (d) Nothing contained in this Agreement Section 18 shall affect the right of the Collateral Agent or any right that any party may otherwise have other Guarantied Party to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against a Guarantor in any action or proceeding relating to this Agreement or the Notes in the courts of any other jurisdiction. (e) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Collateral Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Collateral Agent at 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each (a) Any suit, action or proceeding against any of the parties hereto hereby irrevocably and unconditionally submitsCompany or the Guarantors or its or their respective properties, for itself and its propertyassets or revenues with respect to this Indenture, to the nonexclusive jurisdiction of Notes or the Subsidiary Guarantees (a “Related Proceeding”) may be brought in any New York state court or federal court of the State of New York or any United States of America federal court sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate 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 appoints any appellate court from any thereof, as the Process Agent Person bringing such Related Proceeding may elect in its authorized agent to accept such service of process, and agrees that the failure sole discretion. Each of the Process Agent to give any notice of any such service shall not impair or affect Company and the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower Guarantors hereby further irrevocably consents to the service non-exclusive jurisdiction of process each such court for the purpose of any Related Proceeding and has irrevocably waived any objection to the laying of venue of any Related Proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2court. Each of the parties hereto agrees Company and the Guarantors has agreed that a final judgment service of all writs, claims, process and summonses in any such action or proceeding shall be conclusive and Related Proceeding brought against it in the State of New York may be enforced made upon it at the address for notices set forth in other jurisdictions by suit on the judgment or in any other manner provided by lawSection 12.02 of this Indenture. Nothing in this Agreement Indenture shall affect in any right that any party may otherwise have way be deemed to limit the ability to serve legal any such writs, process or summonses in any other manner permitted by law or to bring applicable law. (b) To the extent that any action or proceeding relating to this Agreement of the Company or the Notes in the courts Guarantors has or hereafter may acquire any immunity from jurisdiction of any jurisdictioncourt or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of sovereignty or otherwise) with respect to itself or its property, it hereby irrevocably waives, to the fullest extent permitted by applicable law, such immunity in respect of its obligations under this Indenture, Note and/or Subsidiary Guarantees.

Submission to Jurisdiction; Service of Process. Each of The Collateral Agent, each Joined Secured Party and the parties hereto Company hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any the Supreme Court of the State of New York state court or federal court sitting in New York County and of the United States District Court of America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or any Collateral Document, or for recognition or enforcement of any judgment, and each of the parties hereto such party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court State or, to the extent permitted by law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that the Collateral Agent or any party Joined Secured Party may otherwise have to bring any action or proceeding against the Company or its properties in the courts of any jurisdiction. The Collateral Agent, each Joined Secured Party and the Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so (i) any objection it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in this paragraph and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding. Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.4. Nothing in this Agreement will affect the right of any party to this Agreement to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionlaw.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document shall be brought exclusively in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court located in the City of New York, Borough of Manhattan, or federal court of the United States of America sitting in for the Southern District of New York CityYork, and any appellate court courts from any thereof, in any action or proceeding arising out and, by execution and delivery of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the Guarantor and the Borrowers hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided, however, that if none of such courts can and will exercise jurisdiction, such exclusivity shall not apply. The parties hereto hereby irrevocably and unconditionally agrees waive any objection or immunity, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 lawrespective jurisdictions. Nothing in this Agreement shall affect any right that the Administrative Agent, the Issuers or any party Lender may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes other Loan Documents against the Loan Parties or their properties in the courts of any jurisdiction. (b) Each of the Guarantor and the Borrowers hereby irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Guarantor or such Borrower at its address specified in Section 10.8 (

Submission to Jurisdiction; Service of Process. (a) Each of the parties hereto hereby Parties irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of any New York state court or federal court, and only federal court if diversity of the United States of America Parties exists, sitting in New York CityCounty, and any appellate court from any thereof, New York in any action or proceeding Dispute arising out of or relating to this Agreement, Agreement or for recognition or enforcement of any judgment, Ancillary Agreement and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding Action may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby Party also agrees that service not to bring any Action arising out of process or relating to this Agreement or any Ancillary Agreement 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2court. Each of the parties hereto agrees Parties irrevocably and unconditionally waives any objection to personal jurisdiction, venue, and any defense of inconvenient forum to the maintenance of, any Action so brought and waives any bond, surety or other security that a final judgment in any such action or proceeding shall might be conclusive and may be enforced in other jurisdictions by suit on the judgment or in required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided by law. Nothing for the giving of notices in Section [***] Confidential Treatment Requested Confidential portion omitted and filed separately with the Commission 11.05; provided, however, that nothing in this Agreement shall Section 11.07 will affect the right of any right that any party may otherwise have Party to serve legal process in any other manner permitted by law or Law. (b) Notwithstanding anything to bring any action or proceeding relating to this Agreement or the Notes contrary set forth herein, the Parties acknowledge and agree that in the courts course of any jurisdictionAction, if the Insurer elects to, based on the opinion of counsel, produce or otherwise disclose any [ *** ], to the Company, the Independent Fiduciary or their respective Affiliates or Representatives (for the avoidance of doubt, nothing herein will obligate the Insurer or any of its Affiliates or Representatives to make such disclosure), the Company and the Independent Fiduciary will consent to the filing of, and the Parties will use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of [ *** ] and ensure the strictly confidential treatment thereof, including requiring such [ *** ] to be submitted under seal and for the return and destruction of such [ *** ] or copies thereof following the conclusion of any such Action; provided, however, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or defend the Action or otherwise prejudice the Company’s position (including any restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such a way that it would be reasonably likely to become available to competitors of the Insurer or other third parties not involved in any such Action.

Submission to Jurisdiction; Service of Process. Each Subject to clauses (b) and (c) below, any legal action or proceeding with respect to this Agreement or any other Loan Document shall be brought in the courts of the parties State of New York sitting in the County of New York (the “New York Supreme Court”) or of the District Court for the Southern District of New York (the “New York Federal Court,” and together with the New York Supreme Court, the “New York Courts”), and appellate courts from either of them and, by execution and delivery of this Agreement, each party hereto hereby irrevocably and unconditionally submits, accepts for itself and in respect of its property, to generally and unconditionally, the nonexclusive exclusive jurisdiction of any the New York state court Courts; provided that nothing herein shall be deemed or federal court of operate to preclude (i) the United States of America sitting in New York City, and any appellate court Administrative Agent or Collateral Agent from any thereof, bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral (in which case any party shall be entitled to assert any claim or defense, including any claim or defense that this Section 11.13 would otherwise require to be asserted in a legal action or proceeding arising out of or relating to this Agreementin a New York Court), or to enforce a judgment or other court order in favor of the Administrative Agent or Collateral Agent, as applicable, (ii) any party from bringing any legal action or proceeding in any jurisdiction for the recognition or and enforcement of any judgment, and each (iii) if all such New York Courts decline jurisdiction over any Person or decline (or, in the case of the New York Federal Court, lack) jurisdiction over any subject matter of such action or proceeding, a legal action or proceeding may be brought with respect thereto in another court having jurisdiction and (iv) in the event a legal action or proceeding is brought against any party hereto or involving any of its assets or property in another court (without any collusive assistance by such party or any of its Subsidiaries or Affiliates), such party from asserting a claim or defense (including any claim or defense that this Section 11.13(a) would otherwise require to be asserted in a legal proceeding in a New York Court) in any such action or proceeding. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionrespective jurisdictions.

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 of America sitting in New York City, and any appellate court from any thereof, in any (a) Any legal action or proceeding arising out of or relating with respect to this AgreementSupplemental Indenture or the Notes, or the transactions contemplated hereby, or for recognition or enforcement of any judgment, shall be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and any court of appeals with respect to any such court, and, by execution and delivery of this Supplemental Indenture, each of the parties hereto hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts lack personal jurisdiction over the Company or any of the Guarantors, and agrees not to plead or claim, in any legal action or proceeding may be heard and determined with respect to this Supplemental Indenture or the Notes or the Note Guarantees brought in any of the aforementioned courts, that such New York state court orcourts lack personal jurisdiction over the Company or any of the Guarantors, (ii) irrevocably waives, to the fullest extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service any defense of process forum non conveniens in any such legal action or proceeding with respect to the Indenture or the Notes or the Note Guarantees brought in any such New York state court or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such aforementioned courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto and (iii) 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. (b) The Company and each of the Guarantors hereby irrevocably designates, appoints and empowers Global Crossing Development Co., 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with the Indenture, the Notes or the Note Guarantees. The Company and each of the Guarantors hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and each of the Guarantors agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process upon the Company and each of the Guarantors. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any of the Guarantors, as applicable, in care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guarantors irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Company or any of the Guarantors, as applicable, at its address specified in Section 12.02 of the Indenture. (c) Nothing contained in this Agreement Section 5 shall affect the right of the Trustee or any right that any party may otherwise have Holder to serve legal process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guarantors in any other jurisdiction. If for the purposes of obtaining judgment in any court it is necessary to bring any action or proceeding relating convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to this Agreement or the Notes fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the courts Trustee could purchase U.S. dollars with such other currency at the spot rate of any jurisdictionexchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of U.S. dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document, may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereofdelivery of this Guaranty, each Guarantor, in any action or proceeding arising out consideration of or relating to this a similar submission made by the Guarantied Parties in the Credit Agreement, or hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. respective jurisdictions. (b) Each Borrower Guarantor hereby irrevocably designates, appoints and empowers CT Corporation System (other than PMItelephone number: 212-894-8600) 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 ▇▇▇ ▇▇▇▇ ▇(telecopy number: 212-894-8690) (address: 111 Eighth A▇▇▇▇▇, ▇▇▇ ▇ork, N.Y. 10011) (the "Process Agent"), in t▇▇ ▇▇▇, ▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇, Attention: Corporate Secretary, or such other address ▇▇▇▇▇ ▇▇ ▇roceeding brought in the United States of America as notified its designee, appointee and agent to the Facility Agent from time to time (the “Process Agent”)receive, accept and acknowledge for and on its behalf, and each Designated Subsidiary hereby irrevocably appoints the Process Agent in respect of its authorized agent to accept such property, service of any and all legal process, summons, notices and agrees documents 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 may be served in any action or proceeding based thereonarising out of, or in connection with, this Guaranty or any other Loan Document. Each Borrower hereby further irrevocably consents to the Such service of process in any action or proceeding in such courts may be made by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering a copy of such process to such Borrower Guarantor in care of the Process Agent at the Process Agent's above address, and such Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Guarantor irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Guarantor care of the Borrowers at the Borrower's address specified in Section 11.8 (Notices, Etc.) of the Credit Agreement or at such other addresses as the Borrowers may specify pursuant to such Section 9.211.8. Each of the parties hereto Guarantor 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. . (c) Nothing contained in this Agreement Section 21 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any right that any party may otherwise have other Guarantied Party to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against a Guarantor in any action or proceeding relating to this Agreement or the Notes in the courts of any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Currency of Payment with such other NON-U.S. GUARANTY SWIFT & COMPANY currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for delivery two Business Days thereafter.

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 nonexclusive personal jurisdiction of any New York state court or federal court of the State of New York or any -84- 92 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ America located in the City and State of New York, United States of America sitting in New York CityAmerica, and with respect to any appellate court from any thereofdispute, in any action controversy, action, or proceeding arising out of or relating to this 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 in any such New York state court orcourt. Each Stockholder agrees that such courts are convenient forums, and hereby irrevocably waives, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each Stockholder agrees that process issued out of any such court or in accordance with the rules of practice of such court may be served by registered mail, return receipt requested, or by any other form of substituted service permitted by lawthe rules 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 and every case with mandatory copies to Yamada Corporation, to the Persons who are also Management Stockholders serving on the Board (or such federal courtother Person as they may designate), and to the Trustee. Each Borrower (other than PMI) Yamada and Yamada Corporation hereby agrees that service of irrevocably designate and appoint Yamada; and the Management Stockholders and the Outside Directors hereby irrevocably designates and appoints Argo-Tech as their respective authorized agent upon whom process may be served in any such action suit or proceeding brought 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 further action on the part of the Stockholder or such New York state court or in agent). Each Stockholder further agrees to take any and all actions, including without limitation, the execution and filing of all such federal court instruments and documents, as may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or necessary to continue such other address designation and appointment in the United States as notified to the Facility Agent from time to time (the “Process Agent”), full force and effect until this Agreement shall have been terminated in each Designated Subsidiary 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 thereonevery respect. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any The parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of 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 Section shall affect any the right that of any party may otherwise have hereto to serve legal process in any other manner permitted by law or affect the right of any party hereto to bring any action or proceeding relating to this Agreement against the other party or the Notes in the courts of any jurisdictionits property.

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 America the Southern District of New York and the Supreme Court of the State of New York, in each case, sitting in New York CityCounty, 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 AgreementAgreement or any other 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 New York state court or, 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 extent permitted by law, courts of any other jurisdiction in such federal courtconnection with the enforcement of any judgment. Each Borrower (other than PMI) of the Designated Subsidiaries 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 appoints 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 action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.further

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Guaranty, and any of the parties hereto hereby irrevocably and unconditionally submitsother Loan Documents to which any Guarantor is party, for itself and its property, to may be brought in the nonexclusive jurisdiction courts of any the State of New York state court or federal court of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby accepts for itself and in New York Cityrespect of its property, generally and any appellate court from any thereofunconditionally, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees that all claims in respect waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. respective jurisdictions. (b) Each Borrower (other than PMI) Guarantor 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 irrevocably designates, appoints and empowers CT Corporation System, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, AttentionTel: Corporate Secretary(▇▇▇) ▇▇▇-▇▇▇▇, or such other address in the United States as notified to the Facility Agent from time to time Fax: (▇▇▇) ▇▇▇-▇▇▇▇ the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to receive, accept such and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and agrees documents 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 may be served in any action or proceeding based thereonarising out of or in connection with this Guaranty or any of the other Loan Documents. Each Borrower hereby further irrevocably consents to the Such service of process in any action or proceeding in such courts may be made by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering a copy of such process to such Guarantor in care of the Process Agent at the Process Agent’s above address, and such Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Guarantor irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or such Guarantor care of the Borrower at its the Borrower’s address specified in Section 11.8 of the Amended Credit Agreement or at such other address as the Borrower may specify pursuant to such Section 9.211.8. Each of the parties hereto Guarantor 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. . (c) Nothing contained in this Agreement Section 18 shall affect the right of the Administrative Agent or any right that any party may otherwise have other Guarantied Party to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against a Guarantor in any action or proceeding relating to this Agreement or the Notes in the courts of any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars or Euros into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or Euros, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

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 State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this AgreementAgreement or any of the other Loan Documents to which it is a party, 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 in any such New York state State court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or any of the Notes other Loan Documents in the courts of any jurisdiction.. Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Borrower hereby irrevocably consents to the service of any and all legal process, summons, notices and documents in any suit, action or proceeding brought in the United States of America arising out of or in connection with this Agreement or any other Loan Document by the mailing (by registered or certified mail, postage prepaid) or delivering of a copy of such process to the Borrower at its address specified in Section 10.8

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document shall be brought in the Bankruptcy Court, or to the extent that the Bankruptcy Court does not have (or abstains from exercising) jurisdiction, in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court sitting in New York County or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each Loan Party hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, except that each of the Agents, Issuers or Lenders may bring legal action or proceedings in other appropriate jurisdictions with respect to the enforcement of its rights with respect to the Collateral. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard in such respective jurisdictions. (b) The Parent and determined in any such New York state court or, each Borrower irrevocably consents to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service of any and all process in any such action or proceeding brought in any by the mailing (by registered or certified mail, postage prepaid) of copies of such New York state court or in such federal court may be made upon PMI process to J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ Holdings, LLC (at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, Attention: Corporate SecretaryHouston, Texas 77079) 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower Parent at its address specified pursuant to in Section 9.211.8. Each of the parties hereto The Parent and each Borrower 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. . (c) Nothing contained in this Agreement Section 11.12 shall affect the right of any right that Administrative Agent or any party may otherwise have Lender to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Borrowers or any action other Loan Party in any other jurisdiction. (d) To the extent that either the Parent or proceeding relating to this Agreement a Borrower has or the Notes in the courts hereafter may acquire any immunity from jurisdiction of any jurisdictioncourt or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), such Person hereby irrevocably waives such immunity in respect of its obligations hereunder.

Submission to Jurisdiction; Service of Process. Each (a) THE COMPANY HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE SENIOR NOTES OR WARRANTS OR ANY OTHER EXHIBIT MAY BE LITIGATED IN SUCH COURTS, AND THE COMPANY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT. (b) In relation to any dispute arising out of or in connection with this Agreement or any Exhibit, and for the exclusive benefit of the parties hereto hereby Holders, the Company irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive non-exclusive jurisdiction of any New York state court or federal court of the United States District Court for the Southern District of America sitting in New York, and to the non-exclusive jurisdiction of any court of the State of New York Citylocated in the City and County of New York, for the purposes of any suit, action or other proceeding arising out of, or relating to, this Agreement or any Exhibit or any of the transactions contemplated hereby or thereby, and hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, that it is not personally subject to the jurisdiction of the above named courts for any appellate court from any thereofreason whatsoever, in any that such suit, action or proceeding arising out of or relating to this Agreementis brought in an inconvenient forum, or for recognition or enforcement that the venue of any judgmentsuch suit, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding is improper, or that this Agreement or any Exhibit or the subject matter hereof may not be heard and determined enforced in any or by such New York state court or, to the extent permitted by law, in such federal courtcourts. Each Borrower (other than PMI) The Company hereby agrees that process against it may be served by mail or delivery of service of process in any such action of the aforementioned action, suits or proceeding brought in any such New York state court or in such federal court may be made upon PMI at proceedings to C T Corporation System, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or ▇ (such other address in agent being hereinafter called the United States as notified to the Facility Agent from time to time (the “"Process Agent”"), and each Designated Subsidiary which the Company hereby irrevocably designates and appoints as its attorney-in-fact to receive service of process in any action, suit or proceeding with respect to any matter as to which it submits to jurisdiction as set forth above, it being agreed that service to such office or upon such agent shall constitute valid service upon the Company. The Company hereby directs the Process Agent to receive and accept all process on its authorized agent to accept such service behalf. The Company shall promptly notify the Purchasers of process, and agrees that any change in the failure address of the Process Agent and may, with prior notice given to Holders, appoint a successor Process Agent; provided, however, that if the Process Agent shall at any time cease to exist or its agency shall for any reason cease, the Company shall designate forthwith a successor Process Agent in the County and State of New York and shall give any prompt notice of such designation to the Holders, together with evidence of the acceptance 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 thereonappointment. Each Borrower hereby further The Company agrees irrevocably consents to the service of process of any of the aforementioned courts in any suit, action or proceeding in described above by mailing of copies of such courts by process to the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower Company at its address specified pursuant to in Section 9.2. 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 law6.7 hereof. Nothing in this Agreement herein shall affect any right that any party may otherwise have to serve legal preclude service of process in any other manner permitted by applicable law or to bring prohibit any action Holder from commencing legal proceedings against the Company or proceeding relating to this Agreement or the Notes any of its properties in the courts of any other jurisdiction.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Guaranty may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court located in the City of New York or federal court of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Guaranty, each of the Guarantors hereby accepts for itself and in New York Cityrespect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably designates, appoints and empowers the Borrower Agent to act as its process agent, in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any appellate court from any thereofand all legal process, summons, notices and documents that may be serviced in any action or proceeding arising out of or relating to this Agreementof, or for recognition or enforcement of any judgmentin connection with, 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 in any such New York state court or, to the extent permitted by law, in such federal courtthis Guaranty. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto Guarantor 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. . (c) Nothing contained in this Agreement Section 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any right that any party may otherwise have other Guarantied Party to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against a Guarantor in any action or proceeding relating to this Agreement or the Notes in the courts of any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby Parties irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive exclusive jurisdiction of the Bankruptcy Court in any New York state court Litigation arising out of or federal court relating to this Agreement or any Related Agreement or the transactions contemplated hereby or thereby and agrees that all claims in respect of such Litigation may be heard and determined in any such court. Each Party also agrees not to (a) attempt to deny or defeat such exclusive jurisdiction by motion or other request for leave from the Bankruptcy Court or (b) bring any Litigation arising out of or relating to this Agreement or any Related Agreement or the transactions contemplated hereby or thereby in any other court; provided, however, that if the Bankruptcy Case has not been commenced, the Parties agree to unconditionally and irrevocably submit to the exclusive jurisdiction of the United States State of America sitting in New York City, Delaware’s Court of Chancery and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 resolution of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2Litigation. Each of the parties hereto agrees Parties irrevocably and unconditionally waives any objection to the laying of venue in, and any defense of inconvenient forum to the maintenance of, any Litigation so brought and waives any bond, surety, or other security that a final judgment in any such action or proceeding shall might be conclusive and may be enforced in other jurisdictions by suit on the judgment or in required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided by law. Nothing for the giving of notices in Section 9.8; provided, however, that nothing in this Agreement Section 9.10 shall affect the right of any right that any party may otherwise have Party to serve legal process in any other manner permitted by law Law or to bring in equity. Each Party agrees that a final judgment in any action Litigation so brought shall be conclusive and may be enforced by Litigation or proceeding in any other manner provided by Law or in equity. The Parties intend that all foreign jurisdictions will enforce any Decree of the Bankruptcy Court in any Litigation arising out of or relating to this Agreement or any Related Agreement or the Notes in the courts of any jurisdictiontransactions contemplated hereby or thereby.

Submission to Jurisdiction; Service of Process. (a) Each of the parties hereto hereby Parties irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of any New York state court or federal court, and only federal court if diversity of the United States of America Parties exists, sitting in New York CityCounty, and any appellate court from any thereof, New York in any action or proceeding Dispute arising out of or relating to this Agreement, Agreement or for recognition or enforcement of any judgment, Ancillary Agreement and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding Action may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby Party also agrees that service not to bring any Action arising out of process or relating to this Agreement or any Ancillary Agreement 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2court. Each of the parties hereto agrees Parties irrevocably and unconditionally waives any objection to personal jurisdiction, venue, and any defense of inconvenient forum to the maintenance of, any Action so brought and waives any bond, surety or other security that a final judgment in any such action or proceeding shall might be conclusive and may be enforced in other jurisdictions by suit on the judgment or in required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided by law. Nothing for the giving of notices in Section 11.05; provided, however, that nothing in this Agreement shall Section 11.07 will affect the right of any right that any party may otherwise have Party to serve legal process in any other manner permitted by law or Law. (b) Notwithstanding anything to bring any action or proceeding relating to this Agreement or the Notes contrary set forth herein, the Parties acknowledge and agree that in the courts course of any jurisdictionAction, if the Insurer elects to, based on the opinion of counsel, produce or otherwise disclose any [ * * * ], to the Company, the Independent Fiduciary or their respective Affiliates or Representatives (for the avoidance of doubt, nothing herein will obligate the Insurer or any of its Affiliates or Representatives to make such disclosure), the Company and the Independent Fiduciary will consent to the filing of, and the Parties will use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of such [ * * * ] and ensure the strictly confidential treatment thereof, including requiring such [ * * * ] or copies thereof following the conclusion of any such Action; provided, however, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or defend the Action or otherwise prejudice the Company’s position (including any restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such a way that it would be reasonably likely to become available to competitors of the Insurer or other third parties not involved in any such Action.

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 of America sitting in New York City, and any appellate court from any thereof, in any (a) Any legal action or proceeding arising out of or relating with respect to this AgreementIndenture or the Notes, or the transactions contemplated hereby, or for recognition or enforcement of any judgment, may be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and any court of appeals with respect to any such court, and, by execution and delivery of this Indenture, each of the parties hereto hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts lack personal jurisdiction over the Company or any of the Guarantors, and agrees not to plead or claim, in any legal action or proceeding may be heard and determined with respect to this Indenture or the Notes or the Guarantees brought in any of the aforementioned courts, that such New York state court orcourts lack personal jurisdiction over the Company or any of the Guarantors, (ii) irrevocably waives, to the fullest extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service any defense of process forum non conveniens in any such legal action or proceeding with respect to this Indenture, the Notes or the Guarantees brought in any such New York state court or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such aforementioned courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto and (iii) 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. (b) The Company and each of the Guarantors hereby irrevocably designates, appoints and empowers CT Corporation System, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇] (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Indenture, the Notes or the Guarantees. The Company and each of the Guarantors hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and each of the Guarantors agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process upon the Company and each of the Guarantors. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any of the Guarantors, as applicable, in care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guarantors irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Company or any of the Guarantors, as applicable, at its address specified in Section 13.01 hereof. The Company shall notify the Trustee in writing of any change in the Process Agent. (c) Nothing contained in this Agreement Section 13.14 shall affect the right of the Trustee or any right that any party may otherwise have Holder to serve legal process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guarantors in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to bring convert a sum due hereunder in dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee could purchase dollars with such other currency at the spot rate of exchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of dollars, for delivery two Business Days thereafter. (e) The Trustee shall have full power to appeal to a court of applicable jurisdiction to determine all questions and doubts arising in relation to the interpretation or application of any action of the provisions of this Indenture as it affects the Trustee and every such determination (whether made upon a question actually raised or proceeding relating implied in the acts or proceedings of the Trustee) shall be conclusive and shall bind the parties to this Agreement or the Notes in the courts of any jurisdictionIndenture.

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 America sitting in the Southern District of New York CityYork, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each Kraft and each Borrower (other than PMI) 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 PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified process agent appointed pursuant to the Facility Agent from time to time Section 9.11(b) (the “Process Agent”), ) and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.29.02. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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. (i) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of any the Supreme Court of the State of New York, County of New York, the U.S. District Court for the Southern District of New York state court or federal court of the United States of America sitting in New York City, and any appellate court from or body thereto (collectively, the "New York Courts"), over any thereofsuit, in any action or proceeding arising out of or relating to this Agreement. In addition, or for recognition or enforcement of any judgment, and each party hereto irrevocably submits to the jurisdiction of the parties hereto hereby irrevocably state and unconditionally agrees that all claims federal courts located in respect of the jurisdiction in which such party has been organized or is domiciled in connection with any such suit, action or proceeding that may be heard and determined in any brought against such New York state court orparty as a defendant. Each party hereto irrevocably waives, to the fullest extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service any objection which it may now or hereafter have to the laying of process in the venue of any such suit, action or proceeding brought in any such New York state court and any claim that any such suit, action or proceeding brought in such federal court may has been brought in an inconvenient forum, and further agrees that a final judgment in any such suit, action or proceeding brought in such court shall be made conclusive and binding upon PMI such party. (ii) Each party hereto hereby irrevocably appoints CT Corporation System, having offices on the date hereof at 1633 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇, Attention: Corporate Secretary, or such other address in the United States as notified to the Facility Agent from time to time (the “▇e "Process Agent”"), and each Designated Subsidiary hereby irrevocably appoints the Process Agent as its authorized agent to accept such and acknowledge on its behalf service of processany and all process which may be served in any suit, action or proceeding of the nature referred to above in any New York Court. Such designation and appointment shall be irrevocable until the termination of this Agreement in accordance with the terms hereof. Each party hereto covenants and agrees that it shall take any and all reasonable action, including the failure execution and filing of any and all documents, that may be necessary to continue the foregoing designations and appointments in full force and effect and to cause the Process Agent to give any notice of any continue to act in such service capacity. If the Process Agent shall not impair or affect desire to cease so to act, each party hereto covenants and agrees that prior to the validity of Process Agent ceasing so to act it shall irrevocably designate and appoint without delay another such service or of any judgment rendered agent in such jurisdiction satisfactory to the Company, ELM and the Shareholder Representative. (iii) Each party hereto consents to process being served in any suit, action or proceeding based thereonof the nature referred to in paragraph (ii) of this Section by serving a copy thereof upon the Process Agent. Each Borrower hereby further irrevocably consents Without prejudice to the foregoing, each party hereto agrees that to the extent lawful and possible, written notice of said service of process in any action or proceeding in such courts by upon the mailing thereof by any parties hereto Process Agent shall also be mailed by registered or certified mailairmail, postage prepaid, return receipt requested, to such Borrower any party, as applicable, at its address specified pursuant provided in Section 7(c) hereof or to Section 9.2any other address of which such party, as applicable, shall have given written notice to the Company. Each of If said service upon the parties Process Agent shall not be possible or shall otherwise be impractical after reasonable efforts to effect the same, each party hereto agrees that a final judgment consents to process being served in any such suit, action or proceeding shall be conclusive and may be enforced of the nature referred to in other jurisdictions paragraph (ii) of this Section by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts mailing of any jurisdiction.a copy

Submission to Jurisdiction; Service of Process. Each (a) Subject to Sections 2.12 and 6.6, each of the parties hereto hereby Parties irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of any New York state court or federal court, and only federal court if diversity of the United States of America Parties exists, sitting in New York CityCounty, and any appellate court from any thereof, New York in any action or proceeding Dispute arising out of or relating to this Agreement, Agreement or for recognition or enforcement of any judgment, Ancillary Agreement and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding Action may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby Party also agrees that service not to bring any Action arising out of process or relating to this Agreement or any Ancillary Agreement 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2court. Each of the parties hereto agrees Parties irrevocably and unconditionally waives any objection to personal jurisdiction, venue, and any defense of inconvenient forum to the maintenance of, any Action so brought and waives any bond, surety or other security that a final judgment in any such action or proceeding shall might be conclusive and may be enforced in other jurisdictions by suit on the judgment or in required of any other Party with respect thereto. Any Party may make service on any other Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided by law. Nothing for the giving of notices in Section 11.5; provided, however, that nothing in this Agreement shall Section 11.7 will affect the right of any right that any party may otherwise have Party to serve legal NYI-4483146v3 72 process in any other manner permitted by law Law or in equity. (b) Notwithstanding anything to bring the contrary set forth herein, the Parties acknowledge and agree that in the course of any action Action including any dispute resolution process pursuant to Section 2.12 or proceeding relating to this Agreement 6.6, if the Insurer or the Notes in Independent Third Party produces or otherwise disclose the courts Life-By-Life Information, or information from which Life-By-Life Information may be derived, to the Company, the Independent Fiduciary or their respective Affiliates or Representatives, the Company and the Independent Fiduciary shall consent to the filing of, and the Parties shall use their all reasonable efforts to move for and urge the court to adopt, a protective order implementing terms reasonably satisfactory to the Insurer to limit the disclosure of such Insurer Provided Life-by-Life Information and ensure the strictly confidential treatment thereof, including requiring such Insurer Provided Life-by-Life Information to be submitted under seal and for the return and destruction of such Insurer Provided Life-by-Life Information or copies thereof following the conclusion of any jurisdictionsuch Action, provided, that in no case will the Company be required to take any steps that would compromise the ability of the Company to prosecute or defend the Action or otherwise prejudice the Company's position (including any restrictions on the ability of Company experts to review, access and analyze any materials that the Company determines are relevant to such prosecution or defense); provided, further, that the Company and the Independent Fiduciary agree that it will not be considered unreasonable for the Insurer to seek a protective order that prevents disclosure of such information in such a way that it would be reasonably likely to become available to competitors of the Insurer or other third parties not involved in any such Action.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any the courts of the State of New York state court or federal court sitting in the Borough of Manhattan and of the United States District Court of America sitting the Southern District of New York, or in New York Cityany court with jurisdiction that is located in Delaware, California or the state where the related Underlying Mortgaged Property is located, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state State court or, to the fullest extent permitted by applicable law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 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. Each Party 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 law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionapplicable law.

Submission to Jurisdiction; Service of Process. Each Except for disputes subject to arbitration under the terms hereof, each Party hereby submits generally, unconditionally, irrevocably, and exclusively to the jurisdiction of the parties hereto hereby irrevocably courts of the State of New York in New York County and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York state court or the federal court courts of the United States District Court for the Southern District of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal courtYork. Each Borrower (other than PMI) hereby Party agrees that service of process all writs, processes, statements, correspondence, and summonses in any such action suit, action, or proceeding brought in any such New York state court or in such federal court the above-named courts may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts Party by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, prepaid to such Borrower Party at its such Party's address specified pursuant to Section 9.2. Each of the parties hereto agrees that a final judgment for notices as provided for 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 lawthis Agreement. Nothing in this Agreement Section shall affect be deemed to in any right that way limit the ability of any party may otherwise have Party to serve legal process any such writs, processes, statements, correspondence, or summonses in any other manner permitted by applicable law or to bring obtain jurisdiction over any action Party in such other jurisdictions, and in such manner, as may be permitted by applicable law. Each Party irrevocably waives any objection which it may now or in the future have based on lack of personal jurisdiction over such Party or which it may have to the laying of the venue of any such suit, action, or proceeding relating brought in the above-named courts and further irrevocably waives any claim that it is not subject to the jurisdiction of the above-named courts, that any of its respective property is exempt or immune from attachment or execution, that any such suit, action, or proceeding brought in any such court has been brought in an improper venue or an inconvenient forum, that the venue of any such action, suit, or proceeding is improper or that this Agreement or the Notes subject matter hereof may not be enforced in or by any of the courts above-named courts. Each Party hereby expressly waives the application of any jurisdictionthe procedures for service of process according to The Hague Convention for Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters.

Submission to Jurisdiction; Service of Process. (a) Each of the parties hereto Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any U.S. Federal or New York state State court or federal court of the United States of America sitting in New York, New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreementany 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 in any such New York state court State or, to the extent permitted by law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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. Each party hereto agrees that the Administrative Agent and the Secured Parties retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction solely in connection with the exercise of any rights under any Collateral Document. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any party Issuing Bank or any Lender may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction. (b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION or any other Loan Document in any court referred to in clause (b) of this Section 11.12. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.8. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each (a) All disputes arising out of or relating to this Guaranty and all actions to enforce this Guaranty shall be adjudicated in the State courts of New York or the federal courts sitting in the City of New York, or the courts of the parties hereto District of Montreal and Province of Quebec (and for purposes of any action in Canada, Section 2(k) in Schedule I to the Loan Agreement is hereby incorporated herein by reference) and each Guarantor and (by its acceptance hereof) Lender each hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive jurisdiction of any New York state court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, such courts in any suit, action or proceeding arising out of or relating to this AgreementGuaranty or in any action to enforce this Guaranty. So far as is permitted under applicable law, this consent to personal jurisdiction shall be self-operative and no further instrument or action, other than service of process in one of the manners specified in this Section 19, or for recognition or enforcement of any judgmentas otherwise permitted by law, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims shall be necessary in respect of any such action or proceeding may be heard and determined order to confer jurisdiction over a Guarantor and/or Lender in any such New York state court orcourt. (b) Provided that service of process is effected upon a Guarantor or Lender in one of the manners hereafter specified or as otherwise permitted by law, each Guarantor and (by its acceptance hereof) Lender irrevocably waives, to the fullest extent permitted by law, in such federal court. Each Borrower and agrees not to assert, by way of motion, as a defense or otherwise (other than PMIi) hereby agrees that service any objection which it may have or may hereafter have to the laying of process in the venue of any such suit, action or proceeding brought in any such New York state court which is mentioned in this Section 19 or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 appoints the Process Agent its authorized agent to accept such service of process, and agrees ii) any claim 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 suit, action or proceeding based thereonbrought in such a court has been brought in an inconvenient forum. Each Borrower hereby further irrevocably consents to the Provided that service of process is effected upon the applicable Guarantor in one of the manners specified in this Section 19 or as otherwise permitted by law, each Guarantor agrees that any final judgment from which such Guarantor has not or may not appeal or further appeal in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon such Guarantor and may, so far as is permitted under the applicable law, be enforced in any domestic or foreign courts to the jurisdiction of which the applicable Guarantor is subject. (c) Each Guarantor and (by its acceptance hereof) Lender hereby consents to process being served in any suit, action or proceeding relating to this Guaranty either by (i) the mailing of a copy thereof by any parties hereto by registered or certified mail, postage prepaid, return receipt requested, to such Borrower Guarantor and Lender, as applicable, at its the address specified pursuant referenced in Section 14(a) hereof or (ii) personal delivery of a copy thereof to the applicable Guarantor and Lender, as applicable, on a Business Day at the address referenced in Section 9.2. 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. 14(a) hereof. (d) Nothing in this Agreement Section Section 19 shall affect any the right that any party may otherwise have of Lender or a Guarantor to serve legal process in any other manner permitted by law or limit the right of Lender pursuant to applicable law to bring any action or proceeding relating to this Agreement or proceedings against the Notes other in the courts of any jurisdictionjurisdiction or jurisdictions.

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 Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal Federal court. Each Kraft and each Borrower (other than PMI) 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 Federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified process agent appointed pursuant to the Facility Agent from time to time Section 9.11(b) (the “Process Agent”), "PROCESS AGENT") and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.29.02. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 America the Southern District of New York and the Supreme Court of the State of New York, in each case, sitting in New York CityCounty, 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 AgreementAgreement or any other 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 New York state court or, 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 extent permitted by law, courts of any other jurisdiction in such federal courtconnection with the enforcement of any judgment. Each Borrower (other than PMI) of the Designated Subsidiaries 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 appoints 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.any

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 of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇677 Washington Blvd., ▇▇▇ ▇▇▇▇Suite 1100, ▇▇ ▇▇▇▇▇Stamford, Connecticut 06901, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 (a) THE COMPANY HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT OR ANY EXHIBIT MAY BE LITIGATED IN SUCH COURTS, AND THE COMPANY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDING IN ANY SUCH COURT. (b) In relation to any dispute arising out of or in connection with this Agreement or any Exhibit, and for the exclusive benefit of the parties hereto hereby Purchasers and any Holders, the Company irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive non-exclusive jurisdiction of any New York state court or federal court of the United States District Court for the Southern District of America sitting in New York, and to the non-exclusive jurisdiction of any court of the State of New York Citylocated in the City and County of New York, for the purposes of any suit, action or other proceeding arising out of, or relating to, this Agreement or any Exhibit or any of the transactions contemplated hereby or thereby, and hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, that it is not personally subject to the jurisdiction of the above named courts for any appellate court from any thereofreason whatsoever, in any that such suit, action or proceeding arising out of or relating to this Agreementis brought in an inconvenient forum, or for recognition or enforcement that the venue of any judgmentsuch suit, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding is improper, or that this Agreement or any Exhibit or the subject matter hereof may not be heard and determined enforced in any or by such New York state court or, to the extent permitted by law, in such federal courtcourts. Each Borrower (other than PMI) The Company hereby agrees that process against it may be served by mail or delivery of service of process in any such action of the aforementioned action, suits or proceeding brought in any such New York state court or in such federal court may be made upon PMI at proceedings to CT Corporation System, 1633 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇, Attention: Corporate Secretary, or such other address in ▇ch agent being hereinafter called the United States as notified to the Facility Agent from time to time (the “"Process Agent”"), and each Designated Subsidiary which the Company hereby irrevocably designates and appoints as its attorney-in-fact to receive service of process in any action, suit or proceeding with respect to any matter as to which it submits to jurisdiction as set forth above, it being agreed that service to such office or upon such agent shall constitute valid service upon the Company. The Company hereby directs the Process Agent to receive and accept all process on its authorized agent to accept such service behalf. The Company shall promptly notify the Purchasers of process, and agrees that any change in the failure address of the Process Agent and may, with prior notice given to Holders, appoint a successor Process Agent; provided, however, that if the Process Agent shall at any time cease to exist or its agency shall for any reason cease, the Company shall designate forthwith a successor Process Agent in the County and State of New York and shall give any prompt notice of such designation to the Holders, together with evidence of the acceptance 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 thereonappointment. Each Borrower hereby further The Company agrees irrevocably consents to the service of process of any of the aforementioned courts in any suit, action or proceeding in described above by mailing of copies of such courts by process to the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower Company at its address specified pursuant to in Section 9.2. 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 law6.7 hereof. Nothing in this Agreement herein shall affect any right that any party may otherwise have to serve legal preclude service of process in any other manner permitted by applicable law or to bring prohibit any action Holder from commencing legal proceedings against the Company or proceeding relating to this Agreement or the Notes any of its properties in the courts of any other jurisdiction.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document, shall be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court located in the City of New York or federal court of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby accepts for itself and in New York Cityrespect of its property, generally and any appellate court from any thereofunconditionally, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each the exclusive jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard in such respective jurisdictions. Each Guarantor irrevocably and determined unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against the Administrative Agent, any Guarantied Party or any Related Party of the foregoing in any such way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York; provided, that nothing in this Guaranty shall limit the right of the Administrative Agent to commence any proceeding in the federal or state court or, courts of any other jurisdiction to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees the Administrative Agent determines that service of process in any such action is necessary or proceeding brought in any such New York state court or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States appropriate to exercise its rights and remedies as notified to the Facility Agent from time to time a secured creditor under this Guaranty. (the “Process Agent”), and each Designated Subsidiary b) Each Guarantor 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 Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such Borrower Guarantor care of the Company at its the Company’s address specified pursuant to in Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.11.8

Submission to Jurisdiction; Service of Process. Each EACH PARTY HEREBY (A) IRREVOCABLY SUBMITS TO THE SOLE AND EXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF TENNESSEE LOCATED IN DAVIDSON COUNTY, TENNESSEE, OR IN THE EVENT (BUT ONLY IN THE EVENT) THAT NO SUCH STATE COURT HAS JURISDICTION, THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TENNESSEE (THE “TENNESSEE COURTS”), in respect of any claim, action, suit, or proceeding under, arising out of, or related to this Agreement or the parties hereto hereby transactions contemplated hereby, (b) irrevocably waives and unconditionally submitsagrees not to assert as a defense in any such claim, for itself and its propertyaction, suit, or proceeding that such Party is not subject to the nonexclusive jurisdiction of any New York state court THE TENNESSEE courts, that such claim, action, suit, or federal court of proceeding may not be brought or is not maintainable in THE TENNESSEE courts or that the United States of America sitting venue thereof may not be appropriate, or that this Agreement may not be construed, interpreted, or enforced in New York Cityor by THE TENNESSEE courts, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby (c) irrevocably and unconditionally agrees that all claims in a part of or with respect of to any such action claim, action, suit, or proceeding may shall be heard and determined in any such New York state court orby THE TENNESSEE courts. The Parties hereby grant THE TENNESSEE courts jurisdiction over the persons of the Parties and, to the extent permitted by lawLaw, over the subject matter of any such claim, action, suit, or proceeding. Any and all process in such federal court. Each Borrower (other than PMI) any claim, action, suit, or proceeding under, arising out of, or related to this Agreement or the transactions contemplated hereby agrees that may be served by complying with the provision of Section 10.7, and the Parties hereby waive any and all claims of error by reason of service of process in any such action or proceeding brought manner; provided, however, that nothing in any such New York state court or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in this Section 10.12 shall affect the United States as notified to the Facility Agent from time to time (the “Process Agent”), and each Designated Subsidiary 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 right 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have Party to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionapplicable Law.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document, may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court or federal court of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each Guarantor hereby accepts for itself and in New York Cityrespect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) Each Guarantor hereby irrevocably designates, appoints and empowers CT Corporation (telephone number: ___________) (telecopy number:__________) (the "Process Agent"), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any appellate court from any thereofand all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or relating to this Agreementof, or for recognition in connection with, this Guaranty 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 in any such New York state court or, to the extent permitted by law, in such federal courtother Loan Document. Each Borrower (other than PMI) hereby agrees that Such 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified to the Facility Agent from time to time by mailing (the “Process Agent”), and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, ) or delivering a copy of such process to such Borrower at its address specified pursuant to Section 9.2. Each Guarantor in care of the parties hereto agrees that a final judgment Process Agent at the Process Agent's above address, and such Guarantor hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, each Guarantor irrevocably consents to the service of any and all process in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment mailing (by registered or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have certified mail, postage prepaid) of copies of such process to serve legal process in any other manner permitted by law the Process Agent or to bring any action or proceeding relating to this Agreement or such Guarantor care of the Notes in Borrower at the courts of any jurisdiction.Borrower's address specified in

Submission to Jurisdiction; Service of Process. Each of the parties hereto Company and the Guarantor hereby (i) acknowledges that it has irrevocably designated and unconditionally submitsappointed CT Corporation System, for itself and its property, to the nonexclusive jurisdiction of any New York state court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 1633 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (▇▇gether with any successor. the "Process Agent"), as its authorized agent upon which process may be served in any suit, action or proceeding arising out of or relating to this Agreement or the transactions contemplated herein or brought under federal or state securities laws that may be instituted in any federal or state court in the State of New York, sitting in the city of New York, and acknowledges that the Process Agent has accepted such designation, (ii) agrees that service of process upon the Process Agent and written notice of such service to the Company or the Guarantor, as the case may be (mailed or delivered to the Chief Executive Officer of the Company at its principal office at Alfe▇▇▇ ▇▇▇▇▇▇ ▇▇▇, Attention: Corporate 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 appoints the Process Agent its authorized agent to accept such ▇hall be deemed in every respect effective service of processprocess upon the Company or the Guarantor, as the case may be, in any such suit, action or proceeding and (iii) agrees that to take any and all action, including the failure execution and filing of any and all such documents and instruments as may be necessary to continue such designation and appointment of the Process Agent to give in full force and effect so long as any notice of any such service the Notes shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2be outstanding. Each of the parties hereto Company and the Guarantor hereby agrees that a final judgment to submit to the nonexclusive jurisdiction of any such federal or state court in the State of New York in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment arising out of or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in transactions contemplated herein and hereby waives to the courts fullest extent permitted by law any defense to the institution or continuance of any jurisdictionsuch suit, action or proceeding based upon lack of proper venue, inconvenient forum or similar grounds.

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 of America sitting in New York City, and any appellate court from any thereof, in any (a) Any legal action or proceeding arising out of or relating with respect to this AgreementIndenture or the Notes, or the transactions contemplated hereby, or for recognition or enforcement of any judgment, shall be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and any court of appeals with respect to any such court, and, by execution and delivery of this Indenture, each of the parties hereto hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts lack personal jurisdiction over the Company or any of the Guarantors, and agrees not to plead or claim, in any legal action or proceeding may be heard and determined with respect to this Indenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in any of the aforementioned courts, that such New York state court orcourts lack personal jurisdiction over the Company or any of the Guarantors, (ii) irrevocably waives, to the fullest extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service any defense of process forum non conveniens in any such legal action or proceeding with respect to this Indenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in any such New York state court or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such aforementioned courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto and (iii) 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. (b) The Company and each of the Guarantors hereby irrevocably designates, appoints and empowers Global Crossing Development Co., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Indenture, the Notes, the Note Guarantees or any of the Collateral Documents. The Company and each of the Guarantors hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and each of the Guarantors agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process upon the Company and each of the Guarantors. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any of the Guarantors, as applicable, in care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guarantors hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guarantors irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Company or any of the Guarantors, as applicable, at its address specified in Section 13.02 hereof. (c) Nothing contained in this Agreement Section 13.15 shall affect the right of the Trustee or any right that any party may otherwise have Holder to serve legal process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guarantors in any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to bring convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Trustee could purchase U.S. dollars with such other currency at the spot rate of exchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of U.S. dollars, for delivery two Business Days thereafter. (e) The Trustee shall have full power to appeal to a court of applicable jurisdiction to determine all questions and doubts arising in relation to the interpretation or application of any action of the provisions of this Indenture as it affects the Trustee and every such determination (whether made upon a question actually raised or proceeding relating implied in the acts or proceedings of the Trustee) shall be conclusive and shall bind the parties to this Agreement or Indenture. Dated as of September 22, 2009 By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President and Secretary By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President for each of the Notes Guarantors listed above By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary for each of the Guarantors listed above As a Guarantor By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Legal As a Guarantor By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as attorney under power of attorney By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ as attorney under power of attorney GLOBAL CROSSING BELGIË BVBA, in liquidation, represented by its liquidator, GLOBAL CROSSING PEC BELGIUM BVBA, represented by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ As a Guarantor By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director for each of the courts Guarantors listed above By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Manager for each of any jurisdiction.the Guarantors listed above As a Guarantor By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Authorized Signatory for each of the Guarantors listed above By: /s/ ▇▇▇ ▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇ Title: Director for each of the Guarantors listed above

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Guaranty, and any other Loan Document, may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each Guarantor hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. respective jurisdictions. (b) Each Borrower (other than PMI) Guarantor 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process any and all legal process, summons, notices and documents in any suit, action or proceeding brought in such courts the United States of America arising out of or in connection with this Guaranty or any other Loan Document by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid, ) or delivering of a copy of such process to such Guarantor care of the Borrower at its the Borrower’s address specified pursuant to in Section 9.211.8 (Notices, Etc.) of the Credit Agreement. Each of the parties hereto such Guarantor 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. . (c) Nothing contained in this Agreement Section 18 (Submission to Jurisdiction; Service of Process) shall affect the right of the Administrative Agent or any right that any party may otherwise have other Guarantied Party to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against a Guarantor in any action or proceeding relating to this Agreement or the Notes in the courts of any other jurisdiction. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court sitting in New York County or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, each party hereto hereby accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, except that the Agents, Issuers or for recognition Lenders may bring legal action or proceedings in other appropriate jurisdictions with respect to the enforcement of any judgment, and each of its rights with respect to the Collateral. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, respective jurisdictions. (b) The Borrower irrevocably consents to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service of any and all process in any such action or proceeding brought in any by the mailing (by registered or certified mail, postage prepaid) of copies of such New York state court or in such federal court may be made upon PMI process to J. ▇▇▇ ▇▇▇▇▇▇▇▇▇ Holdings, LLC (at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, Attention: Corporate SecretaryHouston, Texas 77079) 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to in Section 9.211.8. Each of the parties hereto The Borrower 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. . (c) Nothing contained in this Agreement Section 11.12 shall affect the right of the Administrative Agent or any right that any party may otherwise have Lender to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Borrower or any action other Loan Party in any other jurisdiction. (d) To the extent that the Borrower has or proceeding relating to this Agreement or the Notes in the courts hereafter may acquire any immunity from jurisdiction of any jurisdictioncourt or from any legal process (whether from service or notice, attachment prior to judgment, attachment in aid of execution of a judgment, execution or otherwise), the Borrower hereby irrevocably waives such immunity in respect of its obligations hereunder.

Submission to Jurisdiction; Service of Process. Each (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court or federal court of the United States of America sitting for the Southern District of New York, and, by execution and delivery of this Agreement, each Obligor hereby accepts for itself and in New York Cityrespect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, which any of them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. (b) The Borrower and Terra UK each hereby irrevocably designates, appoints and empowers Terra Industries (the "Process Agent"), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any appellate court from any thereofand all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or relating to in connection with this Agreement, 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 in any such New York state court or, to the extent permitted by law, in such federal courtLoan Document. Each Borrower (other than PMI) hereby agrees that Such 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified to the Facility Agent from time to time by mailing (the “Process Agent”), and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, ) or delivering a copy of such process to such the Borrower at its address specified pursuant to Section 9.2. Each and/or Terra UK (as applicable) in care of the parties hereto agrees that a final judgment Process Agent at the Process Agent's above address, and the Borrower and Terra UK hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Borrower and Terra UK each irrevocably consents to the service of any and all process in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment mailing (by registered or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have certified mail, postage prepaid) of copies of such process to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement the Process Agent or the Notes Borrower and/or Terra UK (as applicable) at its address specified in the courts of any jurisdictionSection 11.

Submission to Jurisdiction; Service of Process. Each (a) The Borrower irrevocably submits to the non-exclusive jurisdiction of the parties hereto hereby irrevocably and unconditionally submitscourts of the State of New York, for itself and its property, to the nonexclusive jurisdiction of any New York state court or federal court courts of the United States for the Southern District of America sitting in the State of New York CityYork, and any appellate court courts from any thereof, in over any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto Note. The Borrower hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court orwaives, to the fullest extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service any objection which it may now or hereafter have to the laying of process in the venue of any such suit, action or proceeding brought in any such New York state court and any claim that any such suit, action or proceeding brought in such federal a court has been brought in an inconvenient forum. Without limiting Borrower's right to appeal any such final judgment in accordance with applicable Requirements, Borrower agrees that a final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon Borrower. (b) The Borrower hereby irrevocably appoints CT Corporation System as its authorized agent to accept and acknowledge, on behalf of Borrower, service of any and all process which may be served in any suit, action or proceeding of the nature referred to above in any such court. The Borrower represents and warrants that such agent has agreed in writing to accept such appointment and that Borrower has delivered to the Agent a true copy of such designation and acceptance. Said designation and appointment shall be irrevocable. If such agent shall cease so to act, Borrower covenants and agrees that it shall irrevocably designate and appoint without delay another such agent satisfactory to the Agent and shall promptly deliver to the Agent evidence in writing of such other agent's acceptance of such appointment. (c) Process may be served in any suit, action or proceeding of the nature referred to above (i) by the mailing of copies thereof by registered or certified air mail, postage prepaid return receipt requested, to Borrower at its address set forth above or to such other address of which Borrower shall have given written notice to the Agent, or (ii) without affecting the efficacy of any service made pursuant to clause (i) above, if Borrower shall not have filed an appearance within twenty-one days after the date of such mailing, by serving a copy thereof upon PMI CT Corporation System, at its office at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate 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 appoints the Process Agent its authorized Borrower's agent to accept such for service of process, and . The Borrower 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 be deemed in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the every respect effective service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such upon Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding shall be conclusive proceedings and may be enforced in other jurisdictions by suit on shall, to the judgment or in any other manner provided fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to Borrower. Nothing in this Agreement Section shall affect any the right that any party may otherwise have of the Agent to serve legal process in any other manner permitted by law or limit the right of the Agent to bring any action or proceeding relating to this Agreement or the Notes proceedings against Borrower in the courts of any jurisdictionother jurisdiction or jurisdictions.

Submission to Jurisdiction; Service of Process. (a) Each party, including each of the parties hereto Sellers' Parent and Buyer Parents, hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive exclusive jurisdiction of any United States federal court located in the County of New York, New York state court or federal court of (the United States of America sitting in "New York CityFederal Court"), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereto, including Sellers' Parent and Buyer Parents, hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such the New York state court orFederal Court. (b) Each of the parties hereby, including each of Sellers' Parent and Buyer Parents, irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in the New York Federal Court. Each of the parties hereto, including each of Sellers' Parent and Buyer Parents, hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such federal courtthe New York Federal Court and all right to a trial by Jury. (c) Each of Buyer and Buyer Parents hereby irrevocably and unconditionally appoints CT Corporation as agent for service of process in the State of New York in connection with this Agreement. Each Borrower (other than PMI) hereby party, including each of Sellers' Parent and Buyer Parents, agrees that service of process in any such suit, action or proceeding brought arising out of or relating to this Agreement may be effected by sending a copy thereof by an internationally recognized next-day courier to its address as set forth in any such New York state court Section 9.4 (or in such federal court may be the case of service made upon PMI on any Buyer or Buyer Parent, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇Sellers' option, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the for service of process referred to in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 lawpreceding sentence). Nothing in this Agreement shall will affect any the right that of any party may otherwise have to this Agreement to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionlaw.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive non-exclusive jurisdiction of any the federal and state courts in the Borough of Manhattan in the City of New York state court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action suit or proceeding arising out of or relating to this Agreement, Indenture or for recognition the Notes or enforcement of any judgment, and each transaction contemplated hereby or 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 state courts in the Borough of Manhattan in the City of New York and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been brought in an inconvenient forum. The Company irrevocably appoints Law Debenture Corporate Services Inc. as its authorized agent in the Borough of Manhattan in the City of New York state court orupon which process may be served in any such suit or proceeding, to the extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby and agrees that service of process in any upon such action or proceeding brought in any such New York state court or in such federal court may be made upon PMI at agent, and written notice of said service to the Company by the person serving the same to TAL Education Group, 18th Floor Heshengjiaye Plaza, ▇▇.▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, Facsimile No. +86 10 5292 6669 ext. 8102, Attention ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, CFO (email: ▇▇▇@▇▇▇▇▇▇.▇▇▇), ▇▇▇▇▇▇ ▇▇▇▇▇, AttentionTreasurer (email: Corporate 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 appoints ▇▇▇▇▇▇ ▇▇▇▇, Board Secretary (email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇), shall be deemed in every respect effective service of process upon the Process Agent its authorized Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of six years from the date of this Indenture. If for any reason such agent shall cease to accept be such agent for service of process, and agrees that the failure Company shall forthwith appoint a new agent 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 Borrower hereby further irrevocably consents to the recognized standing for service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, State of New York and deliver to such Borrower at its address specified pursuant to Section 9.2. Each the Trustee a copy of the parties hereto agrees new agent’s acceptance of 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 lawappointment within 30 days. Nothing in this Agreement herein shall affect the right of the Trustee, any right that agent or any party may otherwise have Holder to serve legal process in any other manner permitted by law or to bring commence legal proceedings or otherwise proceed against the Company in any action or proceeding relating to this Agreement or the Notes in the courts other court of any competent jurisdiction.

Submission to Jurisdiction; Service of Process. Each The parties hereto hereby agree that any suit or proceeding arising in respect of this Guaranty, or any of the matters contemplated hereby or thereby will be tried exclusively in the U.S. District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, in any state court located in the Borough of Manhattan, and the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, agree to submit to the nonexclusive exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in New York Cityof, and any appellate court from any thereofvenue in, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 applicable law. The parties hereto hereby agree that service of any process, summons, notice or document by registered mail addressed to the applicable parties at the address specified in Section 9.9 of the Credit Agreement, and as to the Process Agent, as provided in Section 9.14 of the Credit Agreement, will be effective service of process against such party for any action or proceeding relating to any such dispute. Nothing in this Agreement Section 14 shall affect any right that the rights of any party may otherwise have hereto to serve legal process in any other manner permitted by law applicable law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirement, any objection that it may now or hereafter have to bring the laying of venue of any action or proceeding arising out of or relating to this Agreement or Guaranty in any court referred to in this Section 14. Each of the Notes in parties hereto hereby irrevocably waives, to the courts fullest extent permitted by applicable Legal Requirement, the defense of any jurisdictioninconvenient forum to the maintenance of such action or proceeding in any such court.

Submission to Jurisdiction; Service of Process. Each of the parties hereto hereby irrevocably and unconditionally submitsAny legal suit, for itself and its property, to the nonexclusive jurisdiction of any New York state court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to based upon this AgreementIndenture or the transactions contemplated by this Indenture may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York, or for recognition or enforcement in each case located in the City of any judgmentNew York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction 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 courts in any such New York state court orsuit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent permitted by law, allowed under any applicable statute or rule of court) to the Trustee’s address set forth in such federal court. Each Borrower (other than PMI) hereby agrees that Section 12.01 will be effective service of process in on the Trustee for any such suit, action or proceeding brought in any such New York state court court. Each of the Company, the Trustee and each Holder (by its acceptance of any Note) irrevocably and unconditionally waives any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such federal court may be made upon PMI at suit, action or other proceeding has been brought in an inconvenient forum. The Company irrevocably appoints LumiraDx Inc. (▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ; Attention: Corporate Secretary, or such other address General Counsel)as its authorized agent in the United States as notified to the Facility Agent from time to time (the “Process Agent”)of America upon which process may be served in any such suit, and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept action or proceeding brought in any such service of processcourt, 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in upon such courts agent, and written notice of said service to the Company by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower person serving the same at its the address specified pursuant to set forth in Section 9.2. Each 12.01 shall be deemed in every respect effective service of process upon the parties hereto agrees that a final judgment Company in any such suit, 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionproceeding.

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 Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal Federal court. Each Kraft and each Borrower (other than PMI) 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 Federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in the United States as notified process agent appointed pursuant to the Facility Agent from time to time this Section 9.11(b) (the “Process Agent”), ) and each Designated Subsidiary 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.29.02. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law 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 (a) Any legal action or proceeding with respect to this Agreement or any other Loan Document may be brought in the courts of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction State of any New York state court or federal court of the United States of America sitting in for the Southern District of New York CityYork, and, by execution and any appellate court from any thereof, in any action or proceeding arising out delivery of or relating to this Agreement, or each Person party hereby accepts for recognition or enforcement itself and in respect of any judgmentits property, generally and each unconditionally, the jurisdiction of the aforesaid courts. The parties hereto hereby irrevocably and unconditionally agrees waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that all claims in respect any of them may now or hereafter have to the bringing of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. Each Borrower respective jurisdictions. (other than PMIb) hereby agrees that service Nothing contained in this Section 10.18 shall affect the right of any Person party hereto to serve 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or commence legal proceedings or otherwise proceed against any other Person party hereto in any other jurisdiction. (c) If for the purposes of obtaining judgment in any court it is necessary to bring convert a sum due hereunder in Dollars or in a Denomination Currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars or such Denomination Currency, as the case may be, with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars or such Denomination Currency for delivery two Business Days thereafter. The obligation of the Borrower in respect of any action such sum due from it to the Administrative Agent, the Foreign Currency Fronting Lender or proceeding relating to any other Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or Foreign Currency Fronting Lender in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Notes in the courts of any jurisdictionPerson to whom such obligation was owing against such loss.

Submission to Jurisdiction; Service of Process. (a) Each of the parties hereto Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive exclusive jurisdiction of any U.S. Federal or New York state State court or federal court of the United States of America sitting in New York, New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreementany 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 in any such New York state court State or, to the extent permitted by law, in such federal Federal court. Each 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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. Each party hereto agrees that the Administrative Agent and the Secured Parties retain the right to bring proceedings against any Loan Party in the courts of any other jurisdiction solely in connection with the exercise of any rights under any Collateral Document. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any party Issuing Bank or any Lender may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION (b) Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in clause (b) of this Section 11.12. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 11.8. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for delivery two Business Days thereafter.

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 of America sitting in New York City, and any appellate court from any thereof, in any (a) Any legal action or proceeding arising out of or relating with respect to this AgreementSupplemental Indenture or the Notes, or the transactions contemplated hereby, or for recognition or enforcement of any judgment, shall be brought in the courts of the State of New York located in the City of New York or of the United States of America for the Southern District of New York, and any court of appeals with respect to any such court, and, by execution and delivery of this Supplemental Indenture, each of the parties hereto hereby irrevocably accepts for itself and unconditionally agrees that all claims in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. The Company and each of the Guarantors hereby further (i) irrevocably waives, to the fullest extent it may legally and effectively do so, any claim that any such courts lack personal jurisdiction over the Company or any of the Guarantors, and agrees not to plead or claim, in any legal action or proceeding may be heard and determined with respect to this Supplemental Indenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in any of the aforementioned courts, that such New York state court orcourts lack personal jurisdiction over the Company or any of the Guarantors, (ii) irrevocably waives, to the fullest extent permitted by law, in such federal court. Each Borrower (other than PMI) hereby agrees that service any defense of process forum non conveniens in any such legal action or proceeding with respect to the Indenture or the Notes, the Note Guarantees or any of the Collateral Documents brought in any such New York state court or in such federal court may be made upon PMI at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such aforementioned courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. Each of the parties hereto and (iii) 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. (b) The Company and each of the Guaranteeing Subsidiaries hereby irrevocably designates, appoints and empowers Global Crossing Development Co., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Process Agent”), in the case of any suit, action or proceeding brought in the United States of America as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with the Indenture, the Notes, the Note Guarantees or any of the Collateral Documents. The Company and each of the Guaranteeing Subsidiaries hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and each of the Guaranteeing Subsidiaries agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process upon the Company and each of the Guaranteeing Subsidiaries. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or any of the Guaranteeing Subsidiaries, as applicable, in care of the Process Agent at the Process Agent’s above address, and the Company and each of the Guaranteeing Subsidiaries hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Company and each of the Guaranteeing Subsidiaries irrevocably consents to the service of any and all process in any such action or proceeding by the mailing (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent or the Company or any of the Guaranteeing Subsidiaries, as applicable, at its address specified in Section 13.02 of the Indenture. (c) Nothing contained in this Agreement Section 5 shall affect the right of the Trustee or any right that any party may otherwise have Holder to serve legal process in any other manner permitted by law or commence legal proceedings or otherwise proceed against the Company or any of the Guaranteeing Subsidiaries in any other jurisdiction. If for the purposes of obtaining judgment in any court it is necessary to bring any action or proceeding relating convert a sum due hereunder in U.S. dollars into another currency, the parties hereto agree, to this Agreement or the Notes fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the courts Trustee could purchase U.S. dollars with such other currency at the spot rate of any jurisdictionexchange quoted by the Trustee at 11:00 a.m. (New York time) on the Business Day preceding that on which final judgment is given, for the purchase of U.S. dollars, for delivery two Business Days thereafter.

Submission to Jurisdiction; Service of Process. Each (a) Any suit, action or proceeding against any of the parties hereto hereby irrevocably and unconditionally submitsCompany or the Guarantor or its or their respective properties, for itself and its propertyassets or revenues with respect to this Indenture, to the nonexclusive jurisdiction of Notes or the Note Guarantees (a “Related Proceeding”) may be brought in any New York state court or federal court of the State of New York or any United States of America federal court sitting in New York Citythe Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this 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 in any such New York state court or, to the extent permitted by law, in such federal court. Each 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 T▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, and any appellate court from any thereof, as the Person bringing such Related Proceeding may elect in its sole discretion. Each of the Company and the Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any Related Proceeding and has irrevocably waived any objection to the laying of venue of any Related Proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any Related Proceeding or any such suit, action or proceeding in any such court. Each of the Company and the Guarantor has agreed that service of all writs, claims, process and summonses in any Related Proceeding brought against it in the State of New York may be made upon it at the address for notices set forth in Section 13.02 of this Indenture. Nothing in this Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law. (b) The Company and FEEC each hereby irrevocably designates, appoints and empowers CT Corporation (the “Process Agent”), in the case of any suit, action or proceeding brought in the State of New York, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in respect of its property, service of any and all legal process, summons, notices and documents that may be served in any action or proceeding arising out of or in connection with this Indenture, the Notes or any of the Security Documents. The Company and FEEC each hereby represents and warrants that the Process Agent has accepted such appointment and has agreed to act as said agent for service of process, and the Company and FEEC each agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Process Agent shall be deemed, in every respect, effective service of process upon the Company or FEEC, as applicable. Such service may be made by mailing (by registered or certified mail, postage prepaid) or delivering a copy of such process to the Company or FEEC, as applicable, in case of the Process Agent 1▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, or such other address in and the United States as notified to the Facility Agent from time to time (the “Process Agent”), Company and FEEC each Designated Subsidiary hereby irrevocably appoints authorizes and directs the Process Agent its authorized agent to accept such service on its behalf. As an alternative method of processservice, the Company 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 Borrower hereby further FEEC each irrevocably consents to the service of any and all process in any such action or proceeding in such courts by the mailing thereof by any parties hereto (by registered or certified mail, postage prepaid) of copies of such process to the Process Agent at the Process Agent’s above address or the Company or FEEC at the address specified in Section 14.02 hereof. (c) To the extent that any of the Company or any Guarantor has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution or execution, on the ground of sovereignty or otherwise) with respect to itself or its property, it hereby irrevocably waives, to such Borrower at its address specified pursuant to Section 9.2. 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 shall affect any right that any party may otherwise have to serve legal process in any other manner fullest extent permitted by law or to bring any action or proceeding relating to applicable law, such immunity in respect of its obligations under this Agreement or Indenture, the Notes in Notes, the courts of any jurisdictionNote Guarantees and/or the Security Documents.

Submission to Jurisdiction; Service of Process. (a) Each party, including each of the parties hereto Sellers’ Parent and Buyer Parents, hereby irrevocably and unconditionally submits, for itself and its property, submits to the nonexclusive exclusive jurisdiction of any United States federal court located in the County of New York, New York state court or federal court of (the United States of America sitting in “New York CityFederal Court”), and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereto, including Sellers’ Parent and Buyer Parents, hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such the New York state court orFederal Court. (b) Each of the parties hereby, including each of Sellers’ Parent and Buyer Parents, irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in the New York Federal Court. Each of the parties hereto, including each of Sellers’ Parent and Buyer Parents, hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in such federal courtthe New York Federal Court and all right to a trial by Jury. (c) Each of Buyer and Buyer Parents hereby irrevocably and unconditionally appoints CT Corporation as agent for service of process in the State of New York in connection with this Agreement. Each Borrower (other than PMI) hereby party, including each of Sellers’ Parent and Buyer Parents, agrees that service of process in any such suit, action or proceeding brought arising out of or relating to this Agreement may be effected by sending a copy thereof by an internationally recognized next-day courier to its address as set forth in any such New York state court Section 9.4 (or in such federal court may be the case of service made upon PMI on any Buyer or Buyer Parent, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇Sellers’ option, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the for service of process referred to in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.2. 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 lawpreceding sentence). Nothing in this Agreement shall will affect any the right that of any party may otherwise have to this Agreement to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdictionlaw.

Submission to Jurisdiction; Service of Process. (a) Each of Holdings and the parties hereto Borrower hereby irrevocably and unconditionally submits, unconditionally: (i) submits for itself and its propertyproperty in any legal action or proceeding relating to this Agreement or any other Loan Document to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive non exclusive general jurisdiction of any the courts of the State of New York state court or federal court sitting in New York County, the courts of the United States for the Southern District of America sitting in New York CityYork, and any appellate court courts from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees ; (ii) consents that all claims in respect of any such action or proceeding may be heard brought in such courts and determined waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such New York state court or, or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the extent permitted by law, in such federal court. Each Borrower same; (other than PMIiii) 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 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate 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 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 Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts effected by the mailing a copy thereof by any parties hereto by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Borrower Holdings or the Borrower, as the case may be, at its address specified pursuant to in Section 9.2. Each of the parties hereto 9.8; and (iv) 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 nothing herein shall affect any the right that any party may otherwise have to serve legal effect service of process in any other manner permitted by law or shall limit the right to bring ▇▇▇ in any action other jurisdiction. (b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in an Applicable Currency into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Applicable Currency with such other currency at the spot rate of exchange quoted by the Administrative Agent at 11:00 a.m. (New York City time) on the Business Day preceding that on which final judgment is given, for the purchase of the Applicable Currency, for delivery two Business Days thereafter. The obligation of the Borrower (or proceeding relating any successor) in respect of any such sum due to any Lender or other Secured Party (the “Applicable Lender”) shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than the Applicable Currency in which such is stated to be due under such Loan Document (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Applicable Lender of any sum adjudged to be so due in the Judgment Currency, the Applicable Lender may in accordance with normal banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due to the Applicable Lender in the Agreement Currency, the Borrower (and its successor) agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Applicable Lender against such loss. The obligations of the Borrower (or any successor) contained in this Section 9.12(b) shall survive the termination of this Agreement or and the Notes in the courts payment of any jurisdictionall other amounts owing hereunder.