Common use of Submission to Jurisdiction; Appointment of Agent for Service Clause in Contracts

Submission to Jurisdiction; Appointment of Agent for Service. The Guarantor irrevocably agrees that any legal suit, action or proceeding brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to this Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. To the extent that the Guarantor 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 itself or its property in respect of its obligations under this Agreement, the Guarantor irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. The Guarantor (i) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (together with any successor, the “Guarantor’s Authorized Agent”), as its agent upon which process may be served in any suit, action or proceeding described in the first sentence of this Section 10 and represents and warrants that the Guarantor’s Authorized Agent has accepted such designation, and (ii) agrees that service of process upon the Guarantor’s Authorized Agent and written notice of said service to the Guarantor mailed or delivered to its Secretary at its registered office at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇, Bermuda, shall be deemed in every respect effective service of process upon the Guarantor in any such suit or proceeding. The Guarantor further agrees 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 the Guarantor’s Authorized Agent in full force and effect so long as any of the Securities shall be issued and outstanding.

Submission to Jurisdiction; Appointment of Agent for Service. The Guarantor To the fullest extent permitted by applicable law, each of the Issuer and Subsidiary Guarantors not organized under the laws of the United States of America, if any, irrevocably agrees that any legal suit, action or proceeding brought by any Underwriter or by any person who controls any Underwriter arising out submits to the non-exclusive jurisdiction of or relating to this Agreement or the transactions contemplated hereby may be instituted and venue in any federal or state court in the Borough of Manhattan, The Manhattan in the City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. To the extent that the Guarantor 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 itself or its property in respect of its obligations under this Agreement, the Guarantor irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. The Guarantor (i) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (together with any successor, the “Guarantor’s Authorized Agent”), as its agent upon which process may be served in any suit, action or proceeding described in the first sentence of this Section 10 and represents and warrants that the Guarantor’s Authorized Agent has accepted such designation, and (ii) agrees that service of process upon the Guarantor’s Authorized Agent and written notice of said service to the Guarantor mailed or delivered to its Secretary at its registered office at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of America, ▇▇▇▇▇▇▇▇in any suit or proceeding based on or arising out of or under or in connection with this Indenture, ▇▇ ▇▇the Notes and the Subsidiary Guarantees, Bermudaif applicable, and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Issuer and each such Subsidiary Guarantor, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and each of the Issuer and each such Subsidiary Guarantor acknowledges that it has, by separate written instrument, (i) irrevocably designated and appointed CT Corporation System (the “Authorized Agent”) (and any successor entity) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) irrevocably authorized and directed the Authorized Agent to accept such service and (iii) agreed that service of process upon the Authorized Agent and written notice of said service to it mailed by first class mail or delivered to the Authorized Agent shall be deemed in every respect effective service of process upon the Guarantor them in any such suit or proceeding. If the Authorized Agent ceases to exist, the Issuer and each such Subsidiary Guarantor agree (i) to irrevocably designate and appoint such other U.S. process agent (the “Replacement Agent”) as its authorized agent upon whom process may be served in any such suit or proceeding, (ii) to irrevocably authorized and direct the Replacement Agent to accept such service and (iii) that service of process upon the Replacement Agent and written notice of said service to it mailed by first class mail or delivered to the Replacement Agent shall be deemed in every respect effective service of process upon them in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. Each of the Issuer and each such Subsidiary Guarantor agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. Each of the Issuer and each such Subsidiary Guarantor hereby irrevocably waives, to the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The Guarantor further agrees provisions of this Section 12.09 are intended to take any and all action, including be effective upon the execution of this Indenture and filing the Notes without any further action by the Issuer or any Guarantor or the Trustee and the introduction of any and all such documents and instruments, as may be necessary to continue such designation and appointment a true copy of the Guarantor’s Authorized Agent in full force and effect so long as any of the Securities this Indenture into evidence shall be issued conclusive and outstandingfinal evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. The Guarantor 172 To the fullest extent permitted by applicable Law, each of the parties hereto irrevocably agrees that any legal suit, action or proceeding brought by any Underwriter or by any person who controls any Underwriter arising out submits to the non-exclusive jurisdiction of or relating to this Agreement or the transactions contemplated hereby may be instituted and venue in any federal or state court in the Borough of Manhattan, The Manhattan in the City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. To the extent that the Guarantor 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 itself or its property in respect of its obligations under this Agreement, the Guarantor irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. The Guarantor (i) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇of America, in any suit or proceeding based on or arising out of or under or in connection with this Indenture and the Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Issuer, the Affiliate Issuer and each Guarantor, to the fullest extent permitted by applicable Law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding, and irrevocably and fully waives any right to trial by jury, and each of the Issuer, the Affiliate Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) shall irrevocably designate and appoint Virgin Media (the “Registered Agent”) (whose registered office as of the date hereof is Virgin Media Inc. ▇▇▇▇ (together with any successor, the “Guarantor’s Authorized Agent”), as its agent upon which process may be served in any suit, action or proceeding described in the first sentence of this Section 10 and represents and warrants that the Guarantor’s Authorized Agent has accepted such designation, and (ii) agrees that service of process upon the Guarantor’s Authorized Agent and written notice of said service to the Guarantor mailed or delivered to its Secretary at its registered office at ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Bermuda▇▇▇), as its registered agent upon whom process may be served in any such suit or proceeding. This designation shall remain in place unless it is substituted by the Issuer or the Affiliate Issuer with written notice to all parties hereto. Each of the Issuer, the Affiliate Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will notify the Registered Agent of such designation and appointment and that the Registered Agent has accepted the same in writing. Such appointment shall be irrevocable unless and until replaced by an agent reasonably acceptable to the Trustee. The Issuer, the Affiliate Issuer and each Guarantor (other than any Guarantor incorporated in the State of New York) will further agree that service of process upon its Registered Agent and written notice of said service to the Issuer, the Affiliate Issuer or such Guarantor mailed by first class mail or delivered to its Registered Agent shall be deemed in every respect effective service of process upon the Issuer, the Affiliate Issuer and such Guarantor in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by Law. The Issuer, the Affiliate Issuer and each Guarantor further agrees that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Issuer, the Affiliate Issuer and each Guarantor hereby irrevocably waives, to take the extent permitted by Law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and all actionexecution) in any legal suit, including action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 13.09 are intended to be effective upon the execution of this Indenture and filing the Notes without any further action by the Issuer or the Trustee and the introduction of any and all such documents and instruments, as may be necessary to continue such designation and appointment a true copy of the Guarantor’s Authorized Agent in full force and effect so long as any of the Securities this Indenture into evidence shall be issued conclusive and outstandingfinal evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. The Guarantor To the fullest extent permitted by applicable law, each of the Company and the Guarantors irrevocably agrees that any legal suit, action or proceeding brought by any Underwriter or by any person who controls any Underwriter arising out submits to the non-exclusive jurisdiction of or relating to this Agreement or the transactions contemplated hereby may be instituted and venue in any federal or state court in the Borough of Manhattan, The Manhattan in the City of New York, the State of New York and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. To the extent that the Guarantor 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 itself or its property in respect of its obligations under this Agreement, the Guarantor irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement. The Guarantor (i) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (together with any successor, the “Guarantor’s Authorized Agent”), as its agent upon which process may be served in any suit, action or proceeding described in the first sentence of this Section 10 and represents and warrants that the Guarantor’s Authorized Agent has accepted such designation, and (ii) agrees that service of process upon the Guarantor’s Authorized Agent and written notice of said service to the Guarantor mailed or delivered to its Secretary at its registered office at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of America, ▇▇▇▇▇▇▇▇in any suit or proceeding based on or arising out of or under or in connection with this Indenture, ▇▇ ▇▇the Notes or the Guarantees, Bermudaand irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. Each of the Company and the Guarantors, to the fullest extent permitted by applicable law, irrevocably and fully waives the defense of an inconvenient forum to the maintenance of such suit or proceeding and hereby irrevocably designates and appoints the Corporation Service Company (the “Authorized Agent”), as its authorized agent upon whom process may be served in any such suit or proceeding. The Company and the Guarantors hereby irrevocably authorize and direct their Authorized Agent to accept such service. The Company and the Guarantors further agree that service of process upon their Authorized Agent and written notice of such service to the Company and the Guarantors, as the case may be, as set forth above, shall be deemed in every respect effective service of process upon the Guarantor Company or the Guarantors, as the case may be, in any such suit or proceeding. Nothing herein shall affect the right of any person to serve process in any other manner permitted by law. The Guarantor further agrees Company and the Guarantors agree that a final action in any such suit or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other lawful manner. The Company and the Guarantors hereby irrevocably waive, to take the extent permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including, without limitation, immunity to pre-judgment attachment, post-judgment attachment and all actionexecution) in any legal suit, including action or proceeding against it arising out of or based on this Indenture, the Notes or the transactions contemplated hereby. The provisions of this Section 12.7 are intended to be effective upon the execution of this Indenture and filing the Notes without any further action by the Company and the Guarantors, or the Trustee and the introduction of any and all such documents and instruments, as may be necessary to continue such designation and appointment a true copy of the Guarantor’s Authorized Agent in full force and effect so long as any of the Securities this Indenture into evidence shall be issued conclusive and outstandingfinal evidence as to such matters.

Submission to Jurisdiction; Appointment of Agent for Service. The Guarantor irrevocably agrees that any legal suit, action or proceeding brought by any Underwriter or by any person who controls any Underwriter arising out of or relating to this Agreement or the transactions contemplated hereby may be instituted in any federal or state court in the Borough of Manhattan, The City of New York, the State of New York Company and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying each of the venue of any such suit, action or proceeding and any claim of inconvenient forum, and Selling Shareholders hereby irrevocably submits to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding. To the extent that the Guarantor 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 itself or its property in respect of its obligations under this Agreement, the Guarantor irrevocably waives, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding. Each of the parties hereto hereby waives any right to trial by jury New York Courts in any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or any transactions contemplated hereby. The Guarantor Company, each of the Company’s Subsidiaries and Consolidated Affiliated Entities, the Selling Shareholders and each of the Selling Shareholder’s subsidiaries irrevocably and unconditionally waive any objection to the laying of venue of any suit or proceeding arising out of or relating to this Agreement, the Deposit Agreement, the Time of Sale Prospectus, the Prospectus, the Registration Statement, the ADS Registration Statement, the offering of the Offered Securities, or any transactions contemplated hereby in the New York Courts, 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 and the Selling Shareholders (iother than Owap Investment Pte Ltd) irrevocably designates and appoints its Chief Financial Officer from time to time located at its principal executive offices at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (together with any successor, the “Guarantor’s Authorized Agent”), appoint [Cogency Global Inc.] as its respective authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any suit, action such suit or proceeding described in the first sentence of this Section 10 and represents and warrants that the Guarantor’s Authorized Agent has accepted such designationproceeding, and (ii) agrees agree that service of process in any manner permitted by applicable law upon the Guarantor’s Authorized Agent and written notice of said service to the Guarantor mailed or delivered to its Secretary at its registered office at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇, Bermuda, such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon the Guarantor Company and the Selling Shareholders (other than Owap Investment Pte Ltd), as the case may be, in any such suit or proceeding. The Guarantor Company and the Selling Shareholders (other than Owap Investment Pte Ltd) further agree 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 seven years from the date of this Agreement. Owap Investment Pte Ltd irrevocably appoints GIC (New York) Inc. as its respective authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service of process in any manner permitted by applicable law upon Owap Investment Pte Ltd, in any such suit or proceeding. Owap Investment Pte Ltd further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, action as may be necessary to continue maintain such designation and appointment of the Guarantor’s Authorized Agent such agent in full force and effect so long as any for a period of seven years from the Securities shall be issued and outstandingdate of this Agreement.