THE
SAME AGREEMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO THIS
AGREEMENT BY TELECOPIER SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART OF THIS AGREEMENT.
SECTION 9.11.
JURISDICTION, ETC.
(A)
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.
KRAFT AND EACH
BORROWER HEREBY AGREE THAT SERVICE OF PROCESS IN ANY SUCH ACTION
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OR PROCEEDING BROUGHT IN ANY SUCH NEW YORK STATE COURT OR IN SUCH FEDERAL COURT
MAY BE MADE UPON THE PROCESS AGENT APPOINTED PURSUANT TO SECTION 9.11(B) (THE
"PROCESS AGENT") AND EACH DESIGNATED SUBSIDIARY HEREBY IRREVOCABLY 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 9.02.
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.
(B)
APPOINTMENT OF PROCESS AGENT.
KRAFT AGREES
TO APPOINT A PROCESS AGENT FROM THE EFFECTIVE DATE THROUGH THE TERMINATION DATE
(I) TO RECEIVE ON BEHALF OF KRAFT, EACH BORROWER AND EACH DESIGNATED SUBSIDIARY
AND THEIR RESPECTIVE PROPERTY SERVICE OF COPIES OF THE SUMMONS AND COMPLAINT AND
ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING IN ANY NEW
YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY ARISING OUT OF OR RELATING
TO THIS AGREEMENT AND (II) TO FORWARD FORTHWITH TO KRAFT, EACH BORROWER AND EACH
DESIGNATED SUBSIDIARY AT THEIR RESPECTIVE ADDRESSES COPIES OF ANY SUMMONS,
COMPLAINT AND OTHER PROCESS WHICH SUCH PROCESS AGENT RECEIVES IN CONNECTION WITH
ITS APPOINTMENT.