Common use of Sovereign Immunity; Jurisdiction Clause in Contracts

Sovereign Immunity; Jurisdiction. (a) The GOP hereby irrevocably and unconditionally agrees that: (i) should any proceedings be brought against the GOP or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions of any legislation (the “Protected Assets”) in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP on behalf of itself or any of its assets (other than the Protected Assets); (ii) it waives any right of immunity which it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use. (b) The Seller hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction for any action filed by the GOP to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the parties. The Seller waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Seller agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) shall be referred for determination under Section 16.3 (Arbitration) and shall fall within the definition of Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP hereby irrevocably Purchaser unconditionally and unconditionally agrees thatirrevocably: (i) should any proceedings be brought against the GOP or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions of any legislation (the “Protected Assets”) in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP on behalf of itself or any of its assets (other than the Protected Assets); (ii) it waives any right of immunity which that it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iiiii) generally consents generally in respect of to the enforcement jurisdiction of any judgment against it in court of competent jurisdiction for any such proceedings in action filed by the Seller to enforce any jurisdiction to the giving award or decision of any relief or arbitrator duly appointed under this Agreement to resolve any Dispute between the issue of any process in connection with such proceedings (Parties, including without limitation, the making, enforcement enforcement, or execution against or in respect of any of its assets whatsoever (other than whatsoever, and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum, and agrees not to plead or claim the Protected Assets)) regardless same. The Purchaser agrees that service of its use process in any such action or intended useproceeding may be affected in any manner permitted by the law applicable to such court. (b) The Seller hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter hereafter acquire, of any court of competent jurisdiction for any action filed by the GOP Purchaser to enforce any arbitral award or decision of any arbitrator who was duly appointed under this Agreement pursuant to resolve any Dispute between the partiesarbitration conducted in accordance with Section 18.3. The Seller waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b18.4(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees commits itself not to plead or claim the same. The Seller agrees that service of process in any such action or proceeding may be effected affected in any manner permitted by the law applicable to the aforementioned court. The Seller irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute dispute or difference between the Parties as to whether either Party has complied with the affirmation affirmations set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) 18.4 shall be referred to for determination under Section 16.3 (Arbitration) 18.3 and shall fall within the definition of Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP hereby irrevocably Each of the GOB unconditionally and unconditionally agrees thatirrevocably: (i) agrees that should any proceedings be brought against the GOP it or its assets, other than (in the case of the GOB) its military aircraft, naval vessels vessels, other defence properties, accounts of the Bangladesh Bank held outside of Bangladesh and other defence related assets or assets protected by the of a type for which diplomatic and consular privileges provisions are afforded under the Immunity Act of the United Kingdom of 1978 or the Sovereign Immunities Act of 1976 of the United States of America or any analogous legislation (the collectively, “Protected Assets”) in any jurisdiction in connection with where such assets or property of the GOB are located to enforce any award or decision of any arbitrator who was duly appointed under this Agreement or any of to resolve a Dispute between the transactions contemplated by this AgreementParties, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP GOB on behalf of itself or any of its assets (other than the Protected Assets)) that it now has or may in the future have in any such jurisdiction in connection with any such proceedings; (ii) it waives any right of immunity which it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect to the jurisdiction of any court of competent jurisdiction, including the courts of Bangladesh, for any action filed by the Company to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between any of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings Parties (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use) and specifically waives any objection that any such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same. Each of the GOB agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. (b) The Seller Company hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction jurisdiction, including the courts of Bangladesh, for any action filed by the GOP GOB to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the partiesParties. The Seller Company waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b), 15.5(b) and specifically waives any objection that any such action or proceeding has been was brought in an inconvenient forum and agrees not to plead or claim the same. The Seller Company agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller Company irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, doubt any Dispute dispute or difference between the Parties as to whether either any Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) 15.7 shall be referred for determination under Section 16.3 (Arbitration) 15.2 and shall fall within the definition of Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP hereby irrevocably and unconditionally agrees that: (i) should any proceedings be brought against the GOP or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions of any legislation (the “Protected Assets”) in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP on behalf of itself or any of its assets (other than the Protected Assets); (ii) it waives any right of immunity which it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use. (b) The Seller Company hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction for any action filed by the GOP to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the partiesParties. The Seller Company waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Seller Company agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller Company irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) shall be referred for determination under Section 16.3 (Arbitration) and shall fall within the definition of Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP hereby irrevocably and unconditionally agrees that: (i) should any proceedings be brought against the GOP or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions of any legislation (the “Protected Assets”) in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such Implementation Agreement 74 proceedings will be claimed by or on behalf of the GOP on behalf of itself or any of its assets (other than the Protected Assets); (ii) it waives any right of immunity which it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use. (b) The Seller hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction for any action filed by the GOP to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the parties. The Seller waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Seller agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) shall be referred for determination under Section 16.3 (Arbitration) and shall fall within the definition of Dispute.. Implementation Agreement 75

Sovereign Immunity; Jurisdiction. (a) The GOP hereby irrevocably and unconditionally agrees that: (i) should any proceedings be brought against the GOP or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions of any legislation (the ““ Protected Assets”) in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP on behalf of itself or any of its assets (other than the Protected Assets); (ii) it waives any right of immunity which it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use. (b) The Seller Company hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction for any action filed by the GOP to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the partiesParties. The Seller Company waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Seller Company agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller Company irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) shall be referred for determination under Section 16.3 (Arbitration) and shall fall within the definition of Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP Grantor unconditionally and irrevocably agrees that the execution, delivery, and performance by it of this Agreement constitute a private and commercial act. The Grantor hereby irrevocably and unconditionally agrees thatunconditionally: (i) agrees that should any proceedings be brought against the GOP Grantor or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions of any legislation (the “Protected Assets”) , in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP Grantor on behalf of itself or any of its assets (other than the Protected Assets); (ii) it waives any right of immunity which that it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use. (b) The Seller Concessionaire hereby unconditionally irrevocably and irrevocably unconditionally: (i) consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction for any action filed by the GOP Grantor to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the partiesParties. The Seller Concessionaire waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b24.7(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Seller ; (ii) agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller irrevocably ; and (iii) waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) 24.7 shall be referred for determination under Section 16.3 (Arbitration) 24.3 and shall fall within the definition of Technical Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP hereby irrevocably and unconditionally agrees that: (i) : should any proceedings be brought against the GOP or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions of any legislation (the “Protected Assets”) in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP on behalf of itself or any of its assets (other than the Protected Assets); (ii) ; it waives any right of immunity which it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) and consents generally in respect of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use. (b) The Seller hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction for any action filed by the GOP to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the parties. The Seller waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Seller agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) shall be referred for determination under Section 16.3 (Arbitration) and shall fall within the definition of Dispute.. GUARANTEE Within five (5) Business Days of receiving notice in writing from all Lenders or, if an Agent is appointed, from the Agent, of satisfaction or waiver of all conditions precedent to disbursement pursuant to or under the Financing Documents (other than the effectiveness of [the AJ&K Implementation Agreement,] the Energy Purchase Agreement, the Water Use Agreement, this Agreement and the issuance of the Guarantee) and that the Seller Letter of Credit has been delivered to the Purchaser, the GOP shall execute and deliver the Guarantee to the Seller. MISCELLANEOUS PROVISIONS

Sovereign Immunity; Jurisdiction. (a) The GOP hereby irrevocably Purchaser unconditionally and unconditionally irrevocably: agrees that: (i) that should any proceedings be brought against the GOP it or its assets, other than its aircraftthe Grid System, naval vessels electric generation assets and other defence related equipment, electric distribution assets or other assets protected necessary for the fulfilment by the diplomatic Purchaser of its duties and consular privileges provisions responsibilities under the Regulation, Transmission, and Distribution of Electric Power Act 1997 (XL of 1997) (or the law creating any legislation successor, assignee or permitted transferee of the Purchaser), and the transmission licence issued to it by NEPRA (the collectively, “Protected Assets”) ), in any jurisdiction where such assets or property of the Purchaser are located in connection with order to enforce any award or decision of any arbitrator duly appointed under this Agreement or any of to resolve a Dispute between the transactions contemplated by this AgreementParties, no claim of immunity from such proceedings will shall be claimed made by or on behalf of the GOP Purchaser (on behalf of itself or any of its assets (assets, other than the Protected Assets); (ii) that it now has or may in the future have in any such jurisdiction in connection with any such proceedings; waives any right of immunity which that it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) and generally consents generally in respect of to the enforcement jurisdiction of any judgment against it in court of competent jurisdiction for any such proceedings in action filed by the Seller to enforce any jurisdiction to the giving award or decision of any relief or arbitrator duly appointed under this Agreement to resolve any Dispute between the issue of any process in connection with such proceedings (Parties, including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) Assets regardless of its use or intended use)), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum, and agrees not to plead or claim the same. The Purchaser agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to such court. (b) The Seller hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter hereafter acquire, of any court of competent jurisdiction for any action filed by the GOP Purchaser to enforce any arbitral award or decision of any arbitrator who was duly appointed under this Agreement pursuant to resolve any Dispute between the partiesarbitration conducted in accordance with Section 18.3. The Seller waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b18.4(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees commits itself not to plead or claim the same. The Seller agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute dispute or difference between the Parties as to whether either Party has complied with the affirmation affirmations set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) 18.4 shall be referred to for determination under Section 16.3 (Arbitration) 18.3 and shall fall within the definition of Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP hereby irrevocably Power Purchaser unconditionally and unconditionally agrees thatirrevocably: (i) agrees that should any proceedings be brought against the GOP it or its assets, other than its aircraftthe Grid System, naval vessels electric generation assets and other defence related equipment, electric distribution assets or other assets protected necessary for the fulfillment by the diplomatic Power Purchaser of its duties and consular privileges provisions responsibilities under Regulation, Transmission, and Distribution of Electric Power Act (XL) of 1997 (or the law creating any legislation successor, assignee or permitted transferee of the Power Purchaser), and the transmission licence issued to it by NEPRA (the collectively, “Protected Assets”) in any jurisdiction in connection with where such assets or property of the Power Purchaser are located to enforce any award or decision of any arbitrator who was duly appointed under this Agreement or any of to resolve a Dispute between the transactions contemplated by this AgreementParties, no claim of immunity from such proceedings will shall be claimed made by or on behalf of the GOP Power Purchaser on behalf of itself or any of its assets (other than the Protected Assets)) that it now has or may in the future have in any such jurisdiction in connection with any such proceedings; (ii) it waives any right of immunity which that it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of to the enforcement jurisdiction of any judgment against it in court of competent jurisdiction for any such proceedings in action filed by the Company to enforce any jurisdiction to the giving award or decision of any relief or arbitrator who was duly appointed under this Agreement to resolve any Dispute between the issue of any process in connection with such proceedings Parties (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use) and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Power Purchaser agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. (b) The Seller Company hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter hereafter acquire, of any court of competent jurisdiction for any action filed by the GOP Power Purchaser to enforce any arbitral award or decision of any arbitrator who was duly appointed under this Agreement made pursuant to resolve any Dispute between the partiesarbitration conducted in accordance with Section 18.3. The Seller Company waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b), 18.5(b) and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Seller Company agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller Company irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) 18.5 shall be referred to for determination under Section 16.3 (Arbitration) 18.3 and shall fall within the definition of Dispute.

Sovereign Immunity; Jurisdiction. ‌ (a) The GOP hereby irrevocably Each of the GOB unconditionally and unconditionally agrees thatirrevocably: (i) agrees that should any proceedings be brought against the GOP it or its assets, other than (in the case of the GOB) its military aircraft, naval vessels vessels, other defence properties, accounts of the Bangladesh Bank held outside of Bangladesh and other defence related assets or assets protected by the of a type for which diplomatic and consular privileges provisions are afforded under the Immunity Act of the United Kingdom of 1978 or the Sovereign Immunities Act of 1976 of the United States of America or any analogous legislation (the collectively, “Protected Assets”) in any jurisdiction in connection with where such assets or property of the GOB are located to enforce any award or decision of any arbitrator who was duly appointed under this Agreement or any of to resolve a Dispute between the transactions contemplated by this AgreementParties, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP GOB on behalf of itself or any of its assets (other than the Protected Assets)) that it now has or may in the future have in any such jurisdiction in connection with any such proceedings; (ii) it waives any right of immunity which it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect to the jurisdiction of any court of competent jurisdiction, including the courts of Bangladesh, for any action filed by the Company to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between any of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings Parties (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use) and specifically waives any objection that any such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same. Each of the GOB agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. (b) The Seller Company hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction jurisdiction, including the courts of Bangladesh, for any action filed by the GOP GOB to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the partiesParties. The Seller Company waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b), 15.5(b) and specifically waives any objection that any such action or proceeding has been was brought in an inconvenient forum and agrees not to plead or claim the same. The Seller Company agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller Company irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, doubt any Dispute dispute or difference between the Parties as to whether either any Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) 15.7 shall be referred for determination under Section 16.3 (Arbitration) 15.2 and shall fall within the definition of Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP hereby irrevocably Each of the GOB unconditionally and unconditionally agrees thatirrevocably: (i) agrees that should any proceedings be brought against the GOP it or its assets, other than (in the case of the GOB) its military aircraft, naval vessels and vessels, other defence related assets or assets protected by properties, accounts of the diplomatic and consular privileges provisions Bangladesh Bank held outside of any legislation Bangladesh (the collectively, “Protected Assets”) in Bangladesh where such assets or property of the GOB are located to enforce any jurisdiction in connection with award or decision of any arbitrator who was duly appointed under this Agreement or any of to resolve a Dispute between the transactions contemplated by this AgreementParties, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP GOB on behalf of itself or any of its assets (other than the Protected Assets)) that it now has or may in the future have in any such jurisdiction in connection with any such proceedings; (ii) it waives any right of immunity which it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction Bangladesh in connection with any such proceedings; and (iii) consents generally in respect to the jurisdiction of any court of Bangladesh, for any action filed by the Company to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between any of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings Parties (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use) and specifically waives any objection that any such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same. Each of the GOB agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. (b) The Seller Company hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction Bangladesh, for any action filed by the GOP GOB to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the partiesParties. The Seller Company waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b), 15.5(b) and specifically waives any objection that any such action or proceeding has been was brought in an inconvenient forum and agrees not to plead or claim the same. The Seller Company agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller Company irrevocably waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdictionBangladesh. (c) For the avoidance of doubt, doubt any Dispute dispute or difference between the Parties as to whether either any Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) 15.7 shall be referred for determination under Section 16.3 (Arbitration) 15.2 and shall fall within the definition of Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP Grantor unconditionally and irrevocably consents that execution and implementation of this agreement by him, represents his private and commercial activities. The Grantor hereby irrevocably and unconditionally agrees thatunconditionally: (i) agrees that should any proceedings be brought against the GOP Grantor or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions of any legislation (the “Protected Assets”) , in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP Grantor on behalf of itself or any of its assets (other than the Protected Assets); (ii) it waives any right of immunity which that it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use. (b) The Seller Sponsor hereby unconditionally irrevocably and irrevocably unconditionally: (i) consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction for any action filed by the GOP Grantor to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the partiesParties. The Seller Sponsor waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b11.7(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Seller ; (ii) agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller irrevocably ; and (iii) waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in before the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) 11.7 shall be referred for determination under Section 16.3 (Arbitration) 11.3 and shall fall within the definition of Technical Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP hereby Guarantor irrevocably and unconditionally agrees thatunconditionally: (i) agrees that should any proceedings be brought against the GOP it or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions under the Laws of any legislation Pakistan (the “Protected Assets”) in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement), no claim of immunity from such proceedings will be claimed by or on behalf of the GOP Guarantor, on behalf of itself or any of its assets (other than the Protected Assets)) that it now has or may in the future have in any such jurisdiction in connection with any such proceedings; (ii) it waives any right of immunity which it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of to the enforcement jurisdiction of any judgment against it in court of competent jurisdiction (including the courts of England) for any such proceedings in action or proceeding filed by the Company under this Guarantee to resolve any jurisdiction dispute between the Parties hereunder or to the giving enforce any award or decision of any relief or tribunal which was duly appointed under this Guarantee to resolve any Dispute between the issue of any process in connection with such proceedings Parties (including including, without limitation, the making, enforcement or execution against or in respect of any assets of its assets the Guarantor whatsoever (other than the Protected Assets)) regardless of its or their use or intended use. (b) The Seller hereby unconditionally and irrevocably consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction for any action filed by the GOP to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the parties. The Seller waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b), and specifically waives any objection that any such action or proceeding has been was brought in an inconvenient forum and agrees not to plead or claim the same. The Seller Guarantor agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. . (b) The Seller irrevocably Company hereby waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) shall be referred for determination under Section 16.3 (Arbitration) and shall fall within the definition of Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP Grantor unconditionally and irrevocably agrees that the execution, delivery, and performance by it of this Agreement constitute its private and commercial acts. The Grantor hereby irrevocably and unconditionally agrees thatunconditionally: (i) agrees that should any proceedings be brought against the GOP Grantor or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions of any legislation (the “Protected Assets”) , in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP Grantor on behalf of itself or any of its assets (other than the Protected Assets); (ii) it waives any right of immunity which that it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (other than the Protected Assets)) regardless of its use or intended use. (b) The Seller Concessionaire hereby unconditionally irrevocably and irrevocably unconditionally: (i) consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction for any action filed by the GOP Grantor to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the partiesParties. The Seller Concessionaire waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b24.7(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Seller ; (ii) agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller irrevocably ; and (iii) waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) 24.7 shall be referred for determination under Section 16.3 (Arbitration) 24.3 and shall fall within the definition of Technical Dispute.

Sovereign Immunity; Jurisdiction. (a) The GOP Grantor unconditionally and irrevocably agrees that the execution, delivery, and performance by it of the Agreement constitute a private and commercial act. The Grantor hereby irrevocably and unconditionally agrees thatunconditionally: (i) agrees that should any proceedings be brought against the GOP Grantor or its assets, other than its aircraft, naval vessels and other defence related assets or assets protected by the diplomatic and consular privileges provisions of any legislation (the “Protected Assets”) , in any jurisdiction in connection with this Agreement or any of the transactions contemplated by this Agreement, no claim of immunity from such proceedings will be claimed by or on behalf of the GOP Grantor on behalf of itself or any of its assets (other than the Protected Assets); (ii) it waives any right of immunity which that it or any of its assets (other than the Protected Assets) now has or may in the future have in any jurisdiction in connection with any such proceedings; and (iii) consents generally in respect of the enforcement of any judgment against it in any such proceedings in any jurisdiction to the giving of any relief or the issue of any process in connection with such proceedings (including without limitation, the making, enforcement or execution against or in respect of any of its assets whatsoever (whatsoever, other than the Protected Assets)) regardless of its use or intended use. (b) The Seller Sponsor hereby unconditionally irrevocably and irrevocably unconditionally: (i) consents generally to the jurisdiction, with respect to itself and any and all of its assets and property that it now has or may thereafter acquire, of any court of competent jurisdiction for any action filed by the GOP Grantor to enforce any award or decision of any arbitrator who was duly appointed under this Agreement to resolve any Dispute between the partiesParties. The Seller Sponsor waives any objection that it may now or hereafter have to the venue of any action or proceeding brought as consented to in this Section 16.5(b11.6(b), and specifically waives any objection that any such action or proceeding has been brought in an inconvenient forum and agrees not to plead or claim the same. The Seller ; (ii) agrees that service of process in any such action or proceeding may be effected in any manner permitted by the law applicable to the aforementioned court. The Seller irrevocably ; and (iii) waives any and all rights it may have to enforce any judgment or claim against the Protected Assets in before the courts of any jurisdiction. (c) For the avoidance of doubt, any Dispute or difference between the Parties as to whether either Party has complied with the affirmation set out in this Section 16.5 (Sovereign Immunity; Jurisdiction) shall be referred for determination under Section 16.3 (Arbitration) and shall fall within the definition of Dispute.