Common use of Governing Law, Consent to Jurisdiction; Waiver of Immunities Clause in Contracts

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Securities and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. (b) The Company hereby irrevocably submits to the non-exclusive jurisdiction of any United States federal or New York state court sitting in the Borough of Manhattan, The City of New York in connection with any suit, action or proceeding arising out, of or relating to, this Indenture or the Securities. The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives such immunity in respect of its obligations hereunder or under any Security as applicable. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment or in any manner provided by law; provided that service of process is effected upon the Company in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Securities remain outstanding, the Company will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture. Service of process upon such agent and written notice of such service mailed or delivered to the Company shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company as the case may be, in any such legal action or proceeding. The Company hereby appoints Law Debenture Corporate Services Inc., as its agent for such purpose, and covenants and agrees that service of process in any suit, action or proceeding may be made upon it at the office of such agent at 000 0xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx. Notwithstanding the foregoing, the Company may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company shall at all times have an agent for the above purposes in the City of New York. (d) The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any suit, action or proceeding (including appeals) arising out of or relating to this Indenture or any Security, the posting of any bond or the furnishing, directly or indirectly, of any other security. (e) This ‎Section 9.08(e) is for the benefit of the Holders and the Trustee only. To the extent allowed by law, the Holders and the Trustee may take concurrent proceeding in any number of jurisdictions. (f) The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities and the transactions contemplated thereby.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Securities Notes, the Subsidiary Guarantees and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. (b) The Company and each of the Guarantors hereby irrevocably submits to the non-exclusive jurisdiction of any United States federal or New York state court sitting in the Borough of Manhattan, The City of New York in connection with any suit, action or proceeding arising out, of or relating to, this Indenture Indenture, the Notes or the Securitiesany Guarantee or any transaction contemplated thereby. The Company and each of the Guarantors irrevocably and unconditionally waives waives, to the fullest extent permitted by applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Company or any Guarantor, as the case may be, has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company or such Guarantor, as the case may be, irrevocably waives such immunity in respect of its obligations hereunder or under any Security Note, or any Guarantee, as applicable. The Company agrees and each of the Guarantors agree that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company or the Guarantor, as the case may be, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company or any of the Guarantors, as the case may be, is subject by a suit upon such judgment or in any manner provided by law; provided that service of process is effected upon the Company or any of the Guarantors, as the case may be, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Securities Notes remain outstanding, the Company and each of the Guarantors will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture, any Note or any Guarantee. Service of process upon such agent and written notice of such service mailed or delivered to the Company or any Guarantor, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company or such Guarantor, as the case may be, in any such legal action or proceeding. The Company hereby appoints and each of the Guarantors designate and appoint Law Debenture Corporate Services Inc.Inc. for receipt of service of process in any such suit, as its agent for such purposeaction or proceeding, and covenants and agrees that service of process in any suit, action or proceeding may be made upon it at the office of such agent at 000 400 Madison Avenue, 0xx Xxxxxx, Xxxxx 000Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000, Xxxxxx Xxxxxx. Notwithstanding the foregoing, the Company or any Guarantor may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. Xinda Holding (HK) US Sub Inc and appoint another agent for the above purposes so that the Company and the Guarantors shall at all times have an agent for the above purposes in the City of New York. (d) The Company and each of the Guarantors hereby irrevocably waives, to the fullest extent permitted by applicable law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any suit, action or proceeding (including appeals) arising out of or relating to this Indenture or any SecurityNote or any Guarantee, the posting of any bond or the furnishing, directly or indirectly, of any other security. (e) This ‎Section 9.08(e) is for the benefit of the Holders and the Trustee only. To the extent allowed by law, the Holders and the Trustee may take concurrent proceeding in any number of jurisdictions. (f) The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities and the transactions contemplated thereby.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Securities and this Indenture This Fiscal Agency Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of New York. (b) The Company Republic hereby irrevocably submits to the non-exclusive jurisdiction of any United States federal or New York state or federal court sitting in The City of New York, and any appellate court from any thereof, in any action or proceeding commenced by the Borough Fiscal Agent or any Bondholder arising out of Manhattanor relating to this Fiscal Agency Agreement, and the Republic hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. The Republic hereby irrevocably appoints the person acting or discharging the function of the Consul General of Chile in The City of New York (the "Process Agent"), with an office on the date hereof at 866 United Nations Plaza, Suite 601, New York, New York 10017, United Stxxxx xx Xxxxxxx, xx xxx xxxxx xx xxceive on behalf of itself and its property service of copies of the summons and complaint and any other process which may be served in connection with any suit, such action or proceeding arising outbrought in such New York state or federal court sitting in The City of New York. Such service may be made by delivering a copy of such process to the Republic, care of the Process Agent, at the address specified above for the Process Agent, and the Republic hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. A final judgment in any such action or relating toproceeding shall be conclusive and may, this Indenture or the Securities. The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, trial be enforced in other jurisdictions by jury and suit on the judgment or in any objection which it may now or hereafter have to other manner provided by law. (c) Nothing in this Section 9.7 shall affect the laying right of the venue Fiscal Agent or any Bondholder to serve legal process in any other manner permitted by law or affect the right of the Fiscal Agent or any such suit, Bondholder to bring any action or proceeding brought against the Republic or its property in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. the courts of other jurisdictions. (d) To the extent that the Company Republic has or hereafter may acquire or have attributed to it any sovereign or immunity under any law (other immunity than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company Republic hereby irrevocably waives such immunity in respect of its obligations hereunder or under any Security as applicablethis Fiscal Agency Agreement. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and, to To the extent permitted by applicable lawthat the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, may be enforced (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court to the jurisdiction of which the Company is subject by other than a suit upon such judgment or in any manner provided by law; provided that service of process is effected upon the Company in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any court of the Securities remain outstandingRepublic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Company will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture. Service of process upon Republic hereby irrevocably waives such agent and written notice of such service mailed or delivered to the Company shall immunity to the fullest extent permitted by applicable law be deemed in every respect effective service the laws of process upon the Company as the case may beRepublic, in respect of its obligations under this Fiscal Agency Agreement and the Bonds. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any such legal action or proceeding. The Company hereby appoints Law Debenture Corporate Services Inc., as its agent for such purpose, and covenants and agrees that service of process in objection to any suit, action or proceeding proceeding, that may be made upon it at brought in connection with this Fiscal Agency Agreement or the office Bonds, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the grounds that any such action or proceeding has been brought in an inconvenient forum. However the Republic will not waive immunity from attachment prior to judgment and attachment in aid of execution under Chilean law with respect to property of the Republic located in Chile and with respect to its movable and immovable property which is destined for diplomatic and consular missions and to the residence of the heads of such agent at 000 0xx Xxxxxxmissions or to military purposes, Xxxxx 000including such property which is property of a military character or under the control of a military authority or defense agency, Xxx Xxxxsince such waiver is not permitted under the laws of the Republic. Without limiting the generality of the foregoing, XX 00000, Xxxxxx Xxxxxxthe Republic agrees that the waivers set forth in this Section 9.7(d) shall be to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States (the "Immunities Act") and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Company may, Republic reserves the right to plead sovereign immunity under the Immunities Act with prior written notice respect to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company shall at all times have an agent for the above purposes in the City of New Yorkactions brought against it under United States federal securities laws or any state securities laws. (de) The Company Republic hereby irrevocably waives, to the fullest extent permitted by applicable law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any suit, action or proceeding (including appeals) arising out of or relating to this Indenture or any Security, Fiscal Agency Agreement the posting of any bond or the furnishing, directly or indirectly, of any other security. (e) This ‎Section 9.08(e) is for the benefit of the Holders and the Trustee only. To the extent allowed by law, the Holders and the Trustee may take concurrent proceeding in any number of jurisdictions. (f) The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities and the transactions contemplated thereby.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Securities Notes and this Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. (b) The Company hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York state or United States federal or New York state court sitting located in the Borough of Manhattan, The City of New York (each a “New York Court”) in connection with any suit, action or proceeding arising out, out of or relating to, to this Indenture and any Note or the Securitiesany transaction contemplated hereby or thereby. The Company irrevocably and unconditionally waives waives, to the fullest extent permitted by applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such a court New York Court and any claim that any such suit, action or proceeding brought in any such a court New York Court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives such immunity in respect of its obligations hereunder or under any Security as applicableNote. The Company agrees that final judgment in any such suit, action or proceeding proceeding, brought in such a court shall be conclusive and binding upon the Company and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company Company, is subject by a suit upon such judgment or in any manner provided by law; , provided that service of process is effected upon the Company Company, in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Securities Notes remain outstanding, the Company will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this IndentureIndenture or any Note. Service of process upon such agent and written notice of such service mailed or delivered to the Company shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company as the case may be, in any such legal action or proceeding. The Company hereby appoints Law Debenture Corporate Services Inc., Inc. as its agent for such purpose, and covenants and agrees that service of process in any suit, action or proceeding may be made upon it at the office of such agent at 000 0xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx. Notwithstanding the foregoing, the Company may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. such agent and appoint another agent for the above purposes so that the Company shall at all times have an agent for the above purposes in the City of New York. The Company hereby agrees to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the Final Maturity Date (or earlier, if the Notes are prepaid in full). (d) The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any suit, action or proceeding (including appeals) arising out of or relating to this Indenture or any SecurityNote, the posting of any bond or the furnishing, directly or indirectly, of any other security. (e) This ‎Section 9.08(e) is for the benefit of the Holders and the Trustee only. To the extent allowed by law, the Holders and the Trustee may take concurrent proceeding in any number of jurisdictions. (f) The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities and the transactions contemplated thereby.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Securities and this Indenture 20.1. This Intercreditor Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. (b) The Company 20.2. Each of the parties hereto hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of any New York State or United States federal or New York state Federal court sitting in the Borough of Manhattan, The the City of New York in connection with any suit, action or proceeding arising out, out of or relating to, to this Indenture Intercreditor Agreement or any transactions contemplated hereby. Each of the Securities. The Company parties hereto irrevocably and unconditionally waives waives, to the fullest extent permitted by applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Company any party hereto has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to of itself or its property, the Company such a party hereto irrevocably waives such immunity in respect of its obligations hereunder or under any Security as applicablehereunder. The Company agrees parties hereto agree that final any judgment in any such suit, action or proceeding proceeding, brought in such a court shall be conclusive and binding upon the Company parties hereto, and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which any of the Company parties hereto, is subject by a suit upon such judgment or in any manner provided by law; , provided that service of process is effected upon the Company parties hereto, in the manner specified in the following subsection subclause or as otherwise permitted by applicable law. 20.3. During the term of this Intercreditor Agreement, each of the Company, the Subsidiary Guarantor Pledgors and the Secured Parties (c) As other than the Indenture Trustee (for so long as any of the Securities remain outstandingit remains Wilmington Trust, the Company National Association)) will at all times have maintain an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this IndentureIntercreditor Agreement (each, a “Process Agent”). Service of process upon such agent and written notice of such service mailed or delivered to the Company Company, the applicable Subsidiary Guarantor Pledgor or the applicable Secured Party, as the case may be, shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company Company, the applicable Subsidiary Guarantor Pledgor or the applicable Secured Party, as the case may be, in any such legal action or proceeding. Each of the Company, the Subsidiary Guarantor Pledgors and the Secured Parties hereby agree to take any and all action as may be necessary to maintain the designation and appointment of an agent in full force and effect until the termination of this Intercreditor Agreement. The Company hereby appoints Law Debenture Corporate Services Inc.name and address of the Process Agent of each party hereto are set forth opposite its name in Schedule 5 hereto, or in the case of a Future Subsidiary Guarantor Pledgor or a new Secured Party (if applicable), as its agent for set forth in the addendum or supplement to this Intercreditor Agreement entered into pursuant to Section 7 or Section 8, as the case may be, of this Intercreditor Agreement (or the name and address of any substitute Process Agent of any such purpose, and covenants and agrees that service of process in any suit, action or proceeding party may be made upon it at the office of notified by such agent at 000 0xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, Xxxxxx Xxxxxx. Notwithstanding the foregoing, the Company may, with prior written notice party to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company shall at all times have an agent for the above purposes in the City of New Yorkother parties by not less than five Business Days’ notice). 20.4. The parties hereto (dother than the Indenture Trustee) The Company hereby irrevocably waiveswaive, to the fullest extent permitted by applicable law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any suit, action or proceeding (including appeals) arising out of or relating to this Indenture or any Security, the posting of any bond or the furnishing, directly or indirectly, of any other security. (e) This ‎Section 9.08(e) is for the benefit of the Holders and the Trustee only. To the extent allowed by law, the Holders and the Trustee may take concurrent proceeding in any number of jurisdictions. (f) The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities and the transactions contemplated thereby.Intercreditor Agreement.1

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of the Securities and this Indenture This Fiscal Agency Agreement shall be governed by, by and construed in accordance with, with the laws law of the State of New York. (b) The Company Republic hereby irrevocably submits to the non-exclusive jurisdiction of any United States federal or New York state or federal court sitting in The City of New York, and any appellate court from any thereof, in any action or proceeding commenced by the Borough Fiscal Agent or any Bondholder arising out of Manhattanor relating to this Fiscal Agency Agreement, and the Republic hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court. The Republic hereby irrevocably appoints the person acting or discharging the function of the Consul General of Chile in The City of New York (the “Process Agent”), with an office on the date hereof at 000 Xxxxxx Xxxxxxx Xxxxx, Xxxxx 000, New York, New York 10017, United States of America, as its agent to receive on behalf of itself and its property service of copies of the summons and complaint and any other process which may be served in connection with any suit, such action or proceeding arising outbrought in such New York state or federal court sitting in The City of New York. Such service may be made by delivering a copy of such process to the Republic, care of the Process Agent, at the address specified above for the Process Agent, and the Republic hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. A final judgment in any such action or relating toproceeding shall be conclusive and may, this Indenture or the Securities. The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, trial be enforced in other jurisdictions by jury and suit on the judgment or in any objection which it may now or hereafter have to other manner provided by law. (c) Nothing in this Section 9.7 shall affect the laying right of the venue Fiscal Agent or any Bondholder to serve legal process in any other manner permitted by law or affect the right of the Fiscal Agent or any such suit, Bondholder to bring any action or proceeding brought against the Republic or its property in such a court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. the courts of other jurisdictions. (d) To the extent that the Company Republic has or hereafter may acquire or have attributed to it any sovereign or immunity under any law (other immunity than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Company Republic hereby irrevocably waives such immunity in respect of its obligations hereunder or under any Security as applicablethis Fiscal Agency Agreement. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and, to To the extent permitted by applicable lawthat the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, may be enforced (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court to the jurisdiction of which the Company is subject by other than a suit upon such judgment or in any manner provided by law; provided that service of process is effected upon the Company in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any court of the Securities remain outstandingRepublic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Company will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture. Service of process upon Republic hereby irrevocably waives such agent and written notice of such service mailed or delivered to the Company shall immunity to the fullest extent permitted by applicable law be deemed in every respect effective service the laws of process upon the Company as the case may beRepublic, in respect of its obligations under this Fiscal Agency Agreement and the Bonds. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any such legal action or proceeding. The Company hereby appoints Law Debenture Corporate Services Inc., as its agent for such purpose, and covenants and agrees that service of process in objection to any suit, action or proceeding proceeding, that may be made upon it at brought in connection with this Fiscal Agency Agreement or the office Bonds, including such actions, suits or proceedings relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the grounds that any such action or proceeding has been brought in an inconvenient forum. However the Republic will not waive immunity from attachment prior to judgment and attachment in aid of execution under Chilean law with respect to property of the Republic located in Chile and with respect to its movable and immovable property which is destined for diplomatic and consular missions and to the residence of the heads of such agent at 000 0xx Xxxxxxmissions or to military purposes, Xxxxx 000including such property which is property of a military character or under the control of a military authority or defense agency, Xxx Xxxxsince such waiver is not permitted under the laws of the Republic. Without limiting the generality of the foregoing, XX 00000, Xxxxxx Xxxxxxthe Republic agrees that the waivers set forth in this Section 9.7(d) shall be to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States (the “Immunities Act”) and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Company may, Republic reserves the right to plead sovereign immunity under the Immunities Act with prior written notice respect to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company shall at all times have an agent for the above purposes in the City of New Yorkactions brought against it under United States federal securities laws or any state securities laws. (de) The Company Republic hereby irrevocably waives, to the fullest extent permitted by applicable law, any requirement or other provision of law, rule, regulation or practice which requires or otherwise establishes as a condition to the institution, prosecution or completion of any suit, action or proceeding (including appeals) arising out of or relating to this Indenture or any Security, Fiscal Agency Agreement the posting of any bond or the furnishing, directly or indirectly, of any other security. (e) This ‎Section 9.08(e) is for the benefit of the Holders and the Trustee only. To the extent allowed by law, the Holders and the Trustee may take concurrent proceeding in any number of jurisdictions. (f) The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities and the transactions contemplated thereby.

Governing Law, Consent to Jurisdiction; Waiver of Immunities. (a) Each of This Indenture and the Debt Securities and this Indenture shall be governed by, by and construed in accordance with, with the laws law of the State of New York. (b) The Company Republic hereby irrevocably submits to the non-exclusive jurisdiction of any United States federal or New York state or federal court sitting in the Borough of Manhattan, The City of New York in connection with any suitCity, action or proceeding arising out, of or relating to, this Indenture or the Securities. The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, trial by jury and any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in such a appellate court and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its propertythereof, the Company irrevocably waives such immunity in respect of its obligations hereunder or under any Security as applicable. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company and, to the extent permitted by applicable law, may be enforced in any court to the jurisdiction of which the Company is subject by a suit upon such judgment or in any manner provided by law; provided that service of process is effected upon the Company in the manner specified in the following subsection or as otherwise permitted by applicable law. (c) As long as any of the Securities remain outstanding, the Company will at all times have an authorized agent in the City of New York, upon whom process may be served in any legal action or proceeding arising out of or relating to this Indenture. Service of process upon such agent , and written notice the Republic hereby irrevocably agrees that all claims in respect of such service mailed or delivered to the Company shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company as the case may be, in any such legal action or proceeding. The Company hereby appoints Law Debenture Corporate Services Inc., as its agent for such purpose, and covenants and agrees that service of process in any suit, action or proceeding may be made upon it at the office of heard and determined in such agent at 000 0xx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000, Xxxxxx XxxxxxNew York state or federal court. Notwithstanding the foregoing, the Company may, with prior written notice to the Trustee, terminate the appointment of Law Debenture Corporate Services Inc. and appoint another agent for the above purposes so that the Company shall at all times have an agent for the above purposes in the City of New York. (d) The Company Republic hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding and any right of jurisdiction in such action or proceeding on account of the place of residence or domicile of the Republic. The Republic hereby irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 100 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 10011, United States of America, as its agent to receive on behalf of itself and its property service of copies of the summons and complaint and any other process that may be served in any such action or proceeding, except actions arising out of U.S. federal or state securities laws, brought in such New York state or federal court sitting in New York City. Such service may be made by mailing or delivering a copy of such process to the Republic in care of the Process Agent at the address specified above for the Process Agent, and the Republic hereby irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternative method of service, the Republic also irrevocably consents to the service of any and all process in any such action or proceeding in such New York state or federal court sitting in New York City by the mailing of copies of such process to itself at its address specified in Section 9.4 hereof. 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 in this Section 9.7 shall affect the right of the Trustee or (in connection with legal actions or proceedings by any Holder as permitted by this Indenture) any Holder to serve legal process in any other manner permitted by law or affect the right of the Trustee or any Holder to bring any action or proceeding against the Republic or its property in the courts of other jurisdictions. (d) To the extent that the Republic has or hereafter may acquire or have attributed to it any immunity under any law (other than the laws of the Republic) from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, the Republic hereby irrevocably waives such immunity in respect of its obligations under this Indenture. To the extent that the Republic has or hereafter may have any immunity under the laws of the Republic (i) from jurisdiction of any court, (ii) from any legal process in the courts of the Republic (other than immunity from attachment prior to judgment and attachment in aid of execution), or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise, with respect to itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect of its obligations under this Indenture. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this Section 9.7(d) shall be to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States (the “Immunities Act”) and are intended to be irrevocable for purposes of such Act. Notwithstanding the foregoing, the Republic reserves the right to plead sovereign immunity under the Immunities Act with respect to actions brought against it under the United States federal securities laws or any state securities laws, and the Republic’s appointment of the Process Agent does not extend to such actions. (e) The Republic hereby irrevocably waives, to the fullest extent permitted by law, any requirement or other provision of law, rule, regulation or practice which that requires or otherwise establishes as a condition to the institution, prosecution or completion of any suit, action or proceeding (including appeals) arising out of or relating to this Indenture or any Security, the posting of any bond or the furnishing, directly or indirectly, of any other security. (e) This ‎Section 9.08(e) is for the benefit of the Holders and the Trustee only. To the extent allowed by law, the Holders and the Trustee may take concurrent proceeding in any number of jurisdictions. (f) The Company irrevocably and unconditionally waives to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Indenture, the Securities and the transactions contemplated thereby.