Common use of Waiver of Sovereign Immunity Clause in Contracts

Waiver of Sovereign Immunity. (a) 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 sovereign immunity, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. 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, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Waiver of Sovereign Immunity. (a) 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 Each of the Republic) from jurisdiction of any court or from any legal process (whether through Authority and the Tribe unconditionally and irrevocably waives its sovereign immunity, service and the sovereign immunity of each subdivision, agency, department, board, committee, commission, instrumentality or noticeentity wholly-owned or wholly-controlled, attachment prior to judgmentdirectly or indirectly, attachment in aid by the Tribe from any suit, action, proceeding or legal process of executionany nature, execution or otherwise) and any and all defenses based thereon, with respect to itself any claim, demand, dispute, action or its property, the Republic hereby irrevocably waives such immunity in respect cause of its obligations under action related or incidental to this Agreement, the Senior Notes or the Collateral Documents including the offer or sale of the Senior Notes, whether now existing or hereafter arising and whether sounding in tort, contract, or otherwise (collectively "Permitted Claims"). Such waiver extends (i) to permit the Registration Statementinterpretation, the Disclosure Package enforcement and the Final Prospectusseeking of legal or equitable relief and remedies (whether through an award or granting of specific performance, except for injunction, mandamus, damages or otherwise) through judicial proceedings and other legal process as hereinafter provided, and (ii) to permit judicial actions arising out in any of the Applicable Courts (as defined below) to compel, enter judgment upon, enforce, modify or based on the U.S. federal securities laws vacate any award or any state securities lawsinterim injunctive relief related to such arbitration authorized in this Section 15; provided, however, that such waiver shall be subject to the above exception shall not in following limitations: (a) no Person may seek enforcement or recover any way limit the ability damages as a result of such waiver against any property or rights of the Underwriters Authority or the Tribe, except as against Gaming Assets and Gaming Assets distributed to exercise the rights to indemnification and contribution from the Republic set forth Tribe in Section 10 hereof. To the extent that the Republic has or hereafter may have any immunity under the laws contravention of the Republic Indenture; (ib) from jurisdiction of any courtno Person will be entitled to enforce such waiver except the Trustee, (ii) from any legal process in the courts holders of the RepublicSenior Notes, or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior Persons entitled 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 be indemnified under this Agreement, and the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability successors and assigns of the Underwriters Trustee and such holders and Persons (each, a "Permitted Party"); (c) no Person shall be entitled to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent assert a claim because of such waiver except a Permitted Claim; (d) claims permitted by law, any objection to any suit, action or proceeding, that such waiver may be brought only in connection with this Agreement, the Notes, Applicable Courts or in arbitration proceedings as described below; and (e) all Permitted Claims shall be interpreted and subject to the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws internal law of the United States or any state thereof, in such courts whether on the grounds State 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such ActNew York.

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter any of its revenues, assets or properties shall be entitled, in any jurisdiction in which any Specified Court is located, in which any Related Proceeding may acquire at any time be brought against it or have attributed any of its revenues, assets or properties, or in any jurisdiction in which any Specified Court is located in which any suit, action or proceeding may at any time be brought for the purpose of enforcing or executing any final non-appealable judgment in any Related Proceeding (a “Related Judgment”), to it any immunity under any law (other than the laws of the Republic) from suit, from jurisdiction of any court or such court, from any legal process (whether through sovereign immunityset-off, service or notice, from attachment prior to judgment, from attachment in aid of executionexecution of judgment, from execution of a judgment or otherwise) with respect from any other legal or judicial process or remedy, and to itself or its propertythe extent that in any such jurisdiction there shall be attributed such an immunity, the Republic hereby irrevocably waives such immunity immunity, to the fullest extent permitted by the laws of such jurisdiction, including the Federal Sovereign Immunities Act of 1976, in respect of its obligations under this Agreement, the Notes, the Registration Statement, the Disclosure Package Agreement and the Final Prospectus, Indenture except for actions arising out of or based on the U.S. federal securities laws or any state securities lawslaws for which the Republic reserves the right to plead sovereign immunity under the Federal Sovereign Immunities Act of 1976; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to of indemnification and contribution from the Republic set forth in Section 10 8 hereof. To the extent ; and provided, further, that such waiver of immunity shall not extend to, and 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, 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, shall be immune in respect of its obligations under this Agreement, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not and in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection relation to any suit, action or proceedingproceeding or enforcement of any Related Judgment against: (i) any reserves of the Central Bank of Argentina (Banco Central de la República Argentina); (ii) any property in the public domain located in the territory of Argentina that falls within the purview of Section 234 and 235 of the Civil and Commercial Code of Argentina; (iii) any property located in or outside the territory of Argentina that provides an essential public service; (iv) any property (whether in the form of cash, that may be brought in connection with this Agreementbank deposits, securities, third party obligations or any other methods of payment) of Argentina, its governmental agencies and other governmental entities relating to the Notesperformance of the budget, within the Registration Statementpurview of Sections 165 through 170 of Law No. 11,672, Complementaria Permanente de Presupuesto (t.o. 2014); (v) any preliminary prospectus property entitled to the privileges and immunities of the Vienna Convention on Diplomatic Relations of 1961 and the Vienna Convention on Consular Relations of 1963, including, but not limited to, property, premises and bank accounts used by the missions of Argentina; (vi) any property used by a diplomatic, governmental or consular mission of the Final ProspectusRepublic; (vii) taxes, duties, levies, assessments, royalties or any other governmental charges imposed by Argentina, including such actions, suits or proceedings relating the right of Argentina to securities laws of the United States or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the grounds that collect 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 for the residence of the head of such missions or to military purposes, including such property which is charges; (viii) any property of a military character or under the control of a military authority or defense agency or of Argentina; (ix) any property forming part of the Chilean Central Bank abroad, since such waiver is not permitted under the laws cultural heritage of Chile. The Republic reserves the right to plead Argentina; and (x) property protected by any applicable sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Actlaw.

Waiver of Sovereign Immunity. (a) To the extent that the Republic AREVA NP has or hereafter may acquire (or have attributed to it may be attributed, whether or not claimed) any immunity under (sovereign or otherwise) from any law (other than the laws of the Republic) legal action, suit, or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through sovereign immunity, service of process or notice, attachment prior to judgment, attachment in aid of executionexecution of judgment, execution of judgment, or otherwise) with respect to itself or any of its property, the Republic assets, or revenue, AREVA NP hereby irrevocably waives and agrees not to plead or claim, to the fullest extent permitted by law, such immunity in respect of (a) its obligations under this Agreement, the Notes(b) any legal proceedings to enforce such obligations, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or (c) any state securities laws; provided, however, legal proceedings to enforce any judgment rendered in any proceedings to enforce such obligations. AREVA NP hereby agrees that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic waivers set forth in Section 10 hereof. To this paragraph are effective to the fullest extent that the Republic has or hereafter may have any immunity permitted under the laws Foreign Sovereign Immunities Act and are intended to be irrevocable and not subject to withdrawal for purposes of such Act. AREVA NP is subject to civil and commercial law with respect to its obligations under or in respect of this Agreement. The execution, delivery, and performance by AREVA NP of this Agreement constitute and will constitute “commercial activities” within the meaning of the Republic Foreign Sovereign Immunities Act rather than public or governmental acts. The waiver of immunity by AREVA NP set forth herein is legal, valid, binding, and enforceable, and neither AREVA NP nor any of its property, assets, or revenues has any right of immunity (i) sovereign or otherwise), in the United States or elsewhere, from any legal action, suit, or proceeding, from jurisdiction of any court, (ii) court or from set-off or any legal process in the courts of the Republic, 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 of judgment, execution of judgment, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States 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 for the residence obligations under or in respect of the head this Agreement. The provisions of such missions or to military purposesthis Section 17.4, including such property which is property the waiver of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroadsovereign immunity, since such waiver is not permitted under the laws of Chile. The Republic reserves the right also apply to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended binding upon AREVA NP’s permitted successors and assigns. [*****] Portions of this exhibit have been redacted pursuant to be irrevocable for purposes a confidential treatment request. An unredacted version of such Actthis exhibit has been filed separately with the Commission.

Waiver of Sovereign Immunity. (a) 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 Each of the Republic) from jurisdiction of any court or from any legal process (whether through Authority and the Tribe unconditionally and irrevocably waives its sovereign immunity, service and the sovereign immunity of each subdivision, agency, department, board, committee, commission, instrumentality or noticeentity wholly-owned or wholly-controlled, attachment prior to judgmentdirectly or indirectly, attachment in aid by the Tribe from any suit, action, proceeding or legal process of executionany nature, execution or otherwise) and any and all defenses based thereon, with respect to itself any claim, demand, dispute, action or its property, the Republic hereby irrevocably waives such immunity in respect cause of its obligations under action related or incidental to this Agreement, the Senior Notes or the Collateral Documents including the offer or sale of the Senior Notes, whether now existing or hereafter arising and whether sounding in tort, contract, or otherwise (collectively "Permitted Claims"). Such waiver extends (i) to permit the Registration Statementinterpretation, the Disclosure Package enforcement and the Final Prospectusseeking of legal or equitable relief and remedies (whether through an award or granting of specific performance, except for injunction, mandamus, damages or otherwise) through judicial proceedings and other legal process as hereinafter provided, and (ii) to permit judicial actions arising out in any of the Applicable Courts (as defined below) to compel, enter judgment upon, enforce, modify or based on the U.S. federal securities laws vacate any award or any state securities lawsinterim injunctive relief related to such arbitration authorized in this Section 13; provided, however, that such waiver shall be subject to the above exception shall not in following limitations: (a) no Person may seek enforcement or recover any way limit the ability damages as a result of such waiver against any property or rights of the Underwriters Authority or the Tribe, except as against Gaming Assets and Gaming Assets distributed to exercise the rights to indemnification and contribution from the Republic set forth Tribe in Section 10 hereof. To the extent that the Republic has or hereafter may have any immunity under the laws contravention of the Republic Indenture; (ib) from jurisdiction of any courtno Person will be entitled to enforce such waiver except the Trustee, (ii) from any legal process in the courts holders of the RepublicSenior Notes, or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior Persons entitled 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 be indemnified under this Agreement, and the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability successors and assigns of the Underwriters Trustee and such holders and Persons (each, a "Permitted Party"); (c) no Person shall be entitled to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent assert a claim because of such waiver except a Permitted Claim; (d) claims permitted by law, any objection to any suit, action or proceeding, that such waiver may be brought only in connection with this Agreement, the Notes, Applicable Courts or in arbitration proceedings as described below; and (e) all Permitted Claims shall be interpreted and subject to the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws internal law of the United States or any state thereof, in such courts whether on the grounds State 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such ActNew York.

Waiver of Sovereign Immunity. (a) To the extent that the Republic has or hereafter any of its revenues, assets or properties shall be entitled, in any jurisdiction in which any Specified Court is located, in which any Related Proceeding may acquire at any time be brought against it or have attributed any of its revenues, assets or properties, or in any jurisdiction in which any Specified Court is located in which any suit, action or proceeding may at any time be brought for the purpose of enforcing or executing any final non-appealable judgment in any Related Proceeding (a “Related Judgment”), to it any immunity under any law (other than the laws of the Republic) from suit, from jurisdiction of any court or such court, from any legal process (whether through sovereign immunityset-off, service or notice, from attachment prior to judgment, from attachment in aid of executionexecution of judgment, from execution of a judgment or otherwise) with respect from any other legal or judicial process or remedy, and to itself or its propertythe extent that in any such jurisdiction there shall be attributed such an immunity, the Republic hereby irrevocably waives such immunity immunity, to the fullest extent permitted by the laws of such jurisdiction, including the Federal Sovereign Immunities Act of 1976, in respect of its obligations under this Agreement, the Notes, the Registration Statement, the Disclosure Package Transaction Documents and the Final ProspectusSolicitation and Exchange Documents, except for actions arising out of or based on the U.S. federal securities laws or any state securities lawslaws for which the Republic reserves the right to plead sovereign immunity under the Federal Sovereign Immunities Act of 1976; provided, however, that the above exception shall not in any way limit the ability of the Underwriters Dealer Managers to exercise the rights to of indemnification and contribution from the Republic set forth in Section 10 6 hereof. To the extent ; and provided, further, that such waiver of immunity shall not extend to, and 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, 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, shall be immune in respect of its obligations under this Agreement, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not and in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection relation to any suit, action or proceedingproceeding or enforcement of any Related Judgment against: (i) any assets, reserves or accounts of the Central Bank of Argentina (Banco Central de la República Argentina); (ii) any property in the public domain located in the territory of Argentina that may be brought falls within the purview of Sections 234 and 235 of the Civil and Commercial Code of Argentina; (iii) any property located in connection with this Agreementor outside the territory of Argentina that provides an essential public service; (iv) any property (whether in the form of cash, bank deposits, securities, third party obligations or any other methods of payment) of Argentina, its governmental agencies and other governmental entities relating to the Notesperformance of the budget, within the Registration Statementpurview of Sections 165 through 170 of Law No. 11,672, Complementaria Permanente de Presupuesto (t.o. 2014); (v) any preliminary prospectus property entitled to the privileges and immunities of the Vienna Convention on Diplomatic Relations of 1961 and the Vienna Convention on Consular Relations of 1963, including, but not limited to, property, premises and bank accounts used by the missions of Argentina; (vi) any property used by a diplomatic, governmental or consular mission of the Final ProspectusRepublic; (vii) taxes, duties, levies, assessments, royalties or any other governmental charges imposed by Argentina, including such actions, suits or proceedings relating the right of Argentina to securities laws of the United States or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the grounds that collect 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 for the residence of the head of such missions or to military purposes, including such property which is charges; (viii) any property of a military character or under the control of a military authority or defense agency or of Argentina; (ix) any property forming part of the Chilean Central Bank abroad, since such waiver is not permitted under the laws cultural heritage of Chile. The Republic reserves the right to plead Argentina; and (x) property protected by any applicable sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Actlaw.

Waiver of Sovereign Immunity. (a) 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 sovereign immunity, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters Structuring Agent to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 7 hereof. 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, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters Structuring Agent to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 7 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Waiver of Sovereign Immunity. (a) To the extent that the Republic AREVA NP has or hereafter may acquire (or have attributed to it may be attributed, whether or not claimed) any immunity under (sovereign or otherwise) from any law (other than the laws of the Republic) legal action, suit, or proceeding, from jurisdiction of any court or from set-off or any legal process (whether through sovereign immunity, service of process or notice, attachment prior to judgment, attachment in aid of executionexecution of judgment, execution of judgment, or otherwise) with respect to itself or any of its property, the Republic assets, or revenue, AREVA NP hereby irrevocably waives and agrees not to plead or claim, to the fullest extent permitted by law, such immunity in respect of (a) its obligations under this Agreement, the Notes(b) any legal proceedings to enforce such obligations, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or (c) any state securities laws; provided, however, legal proceedings to enforce any judgment rendered in any proceedings to enforce such obligations. AREVA NP hereby agrees that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic waivers set forth in Section 10 hereof. To this paragraph are effective to the fullest extent that the Republic has or hereafter may have any immunity permitted under the laws Foreign Sovereign Immunities Act and are intended to be irrevocable and not subject to withdrawal for purposes of such Act. AREVA NP is subject to civil and commercial law with respect to its obligations under or in respect of this Agreement. The execution, delivery, and performance by AREVA NP of this Agreement constitute and will constitute “commercial activities” within the meaning of the Republic Foreign Sovereign Immunities Act rather than public or governmental acts. The waiver of immunity by AREVA NP set forth herein is legal, valid, binding, and enforceable, and neither AREVA NP nor any of its property, assets, or revenues has any right of immunity (i) sovereign or otherwise), in the United States or elsewhere, from any legal action, suit, or proceeding, from jurisdiction of any court, (ii) court or from set-off or any legal process in the courts of the Republic, 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 of judgment, execution of judgment, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States 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 for the residence obligations under or in respect of the head this Agreement. The provisions of such missions or to military purposesthis Section 16, including such property which is property the waiver of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroadsovereign immunity, since such waiver is not permitted under the laws of Chile. The Republic reserves the right also apply to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Actbinding upon AREVA NP’s permitted successors and assigns.

Waiver of Sovereign Immunity. The Tribe, Authority and Manager each, on behalf of itself and its Affiliates, expressly and irrevocably waives its and their sovereign immunity (a) To the extent that the Republic has or hereafter may acquire or have attributed to it and any immunity under any law (other than the laws of the Republicdefense based thereon) from suit for the purpose of permitting or compelling arbitration as provided in this Section 18 and consents to the jurisdiction of any court or from any legal process (whether through sovereign immunity, service or notice, attachment prior and to judgment, attachment be sued 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 Agreement, the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. 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, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States or any state thereof, in such courts whether on District Court for the grounds Eastern District of venue, residence or domicile or on the grounds that any such action or proceeding has been brought in an inconvenient forum. HoweverWisconsin, the Republic will not waive immunity from attachment prior to judgment United States Courts of Appeals, 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 United States Supreme Court for the residence purpose of the head of such missions compelling arbitration or to military purposes, including such property which is property of a military character enforcing any arbitration award or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 judgment with respect to any action brought against it under U.S. federal securities laws dispute related to or arising out of this Agreement or any state securities lawsother agreement or instrument related to or referenced by this Agreement, or the Tribal Gaming Ordinance, or any rules, actions or decisions of the Tribe or the Tribal Legislature. If the United States District Court for the Eastern District of Wisconsin lacks jurisdiction, the Authority consents to be sued in the Wisconsin State Court system or any other court of competent jurisdiction. The Tribe, Authority and Manager each hereby waive any requirement of exhaustion of tribal remedies. Without in any way limiting the generality of the foregoing, the Republic agrees Authority expressly authorizes any governmental authorities who have the right and duty under applicable law to take any action authorized or ordered by any court, to take such action, including, without limitation, repossessing any property and equipment giving effect to any judgment entered; provided, however, that in no instance shall any enforcement of any kind whatsoever be allowed against any assets of the waivers set forth Tribe other than the limited assets of the Authority specified in Section 18.3(a) below, and no decisions or actions reserved exclusively to tribal governments by the Indian Gaming Regulatory Act, or other federal law or regulation, shall be subject to arbitration. Neither the Authority nor the Manager waives any aspect of its sovereign immunity with respect to actions by third parties other than an Affiliate. Except for the limited waiver of sovereign immunity provided by Manager pursuant to this Section 18.2, nothing in this subsection (a) Agreement shall have be construed as a waiver of sovereign immunity by the fullest extent permitted under the Foreign Sovereign Immunities Act Mohegan Tribe and in no instance shall any enforcement of 1976 any kind whatsoever be allowed against any assets of the United States and are intended to be irrevocable for purposes Mohegan Tribe other than the Management Fees of such ActManager under this Agreement.

Waiver of Sovereign Immunity. (a) To Each of the extent that Depositor and the Republic has Tribe unconditionally and irrevocably waives its sovereign immunity, and the sovereign immunity of each subdivision, agency, department, board, committee, commission, instrumentality or entity wholly-owned or wholly-controlled, directly or indirectly, by the Tribe from any suit, action, proceeding or legal process of any nature, and any and all defenses based thereon, with respect to any claim, demand, dispute, action or cause of action related or incidental to this Agreement, whether now existing or hereafter may acquire arising and whether sounding in tort, contract, or have attributed otherwise (collectively “Permitted Claims”). Such waiver extends (i) to it any immunity under any law (other than permit the laws interpretation, enforcement and the seeking of the Republic) from jurisdiction of any court legal or from any legal process equitable relief and remedies (whether through sovereign immunityan award or granting of specific performance, service or noticeinjunction, attachment prior to judgmentmandamus, attachment in aid of execution, execution damages or otherwise) with respect through judicial proceedings and other legal process as hereinafter provided, and (ii) to itself permit judicial actions in any of the Applicable Courts (as defined below) to compel, enter judgment upon, enforce, modify or its property, the Republic hereby irrevocably waives vacate any award or interim injunctive relief related to such immunity arbitration authorized in respect of its obligations under this Agreement, the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities lawsSection 11; provided, however, that such waiver shall be subject to the above exception shall not in following limitations: (a) no Person may seek enforcement or recover any way limit the ability damages as a result of such waiver against any property or rights of the Underwriters Depositor or the Tribe, except as against Gaming Assets (as defined in the Indenture) and Gaming Assets distributed to exercise the rights to indemnification and contribution from the Republic set forth Tribe in Section 10 hereof. To the extent that the Republic has or hereafter may have any immunity under the laws contravention of the Republic Indenture; (ib) from jurisdiction of any courtno Person will be entitled to enforce such waiver except the Secured Party, (ii) from any legal process in the courts holders of the RepublicSenior Notes, or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior Persons entitled 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 be indemnified under this Agreement, and the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability successors and assigns of the Underwriters Secured Party and such holders and Persons (each, a “Permitted Party”); (c) no Person shall be entitled to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent assert a claim because of such waiver except a Permitted Claim; (d) claims permitted by law, any objection to any suit, action or proceeding, that such waiver may be brought only in connection with this Agreement, the Notes, Applicable Courts or in arbitration proceedings as described below; and (e) all Permitted Claims shall be interpreted and subject to the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws internal law of the United States or any state thereof, in such courts whether on the grounds State 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such ActNew York.

Waiver of Sovereign Immunity. Each Grantor that is organized under the laws of any jurisdiction other than the United States of America or any state thereof (a) To each, a “Foreign Note Party”), in respect of itself, its Subsidiaries, its process agents, and its properties and revenues, hereby irrevocably agrees that, to the extent that the Republic such Foreign Note Party or its respective Subsidiaries or any of its or its respective Subsidiaries’ properties has or may hereafter may acquire any right of immunity, whether characterized as sovereign immunity or have attributed otherwise, from any legal proceedings, whether in the United States or elsewhere, to it enforce or collect upon the First-Priority Obligations, the Second-Priority Obligations or any other liability or obligation of such Foreign Note Party, or any of their respective Subsidiaries related to or arising from the transactions contemplated by any of First-Priority Documents or the Second-Priority Documents (as applicable) including, without limitation, immunity under any law (other than the laws from service of the Republic) process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any legal process (whether through sovereign immunity, service or notice, of its property from attachment prior to any entry of 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 Agreement, the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. 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, 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 otherwiseupon a judgment, with respect to such Foreign Note Party, for itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect and on behalf of its obligations under this AgreementSubsidiaries, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably hereby expressly waives, to the fullest extent permitted by permissible under applicable law, any objection such immunity, and agrees not to assert any suit, action such right or claim in any such proceeding, that may be brought whether in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities lawselsewhere. Without limiting the generality of the foregoing, each Foreign Note Party, as the Republic case may be, further agrees that the waivers set forth in this subsection (a) Section 8.24 shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Waiver of Sovereign Immunity. (a) 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 Each of the Republic) from jurisdiction of any court or from any legal process (whether through Issuer and the Tribe unconditionally and irrevocably waives its sovereign immunity, service and the sovereign immunity of each subdivision, agency, department, board, committee, commission, instrumentality or noticeentity wholly-owned or wholly-controlled, attachment prior to judgmentdirectly or indirectly, attachment in aid by the Tribe from any suit, action, proceeding or legal process of executionany nature, execution or otherwise) and any and all defenses based thereon, with respect to itself any claim, demand, dispute, action or its property, the Republic hereby irrevocably waives such immunity in respect cause of its obligations under action related or incidental to this Agreement, the Notes or the Collateral Documents including the offer or sale of the Notes, whether now existing or hereafter arising and whether sounding in tort, contract, or otherwise (collectively "Permitted Claims"). Such waiver extends (i) to permit the Registration Statementinterpretation, the Disclosure Package enforcement and the Final Prospectusseeking of legal or equitable relief and remedies (whether through an award or granting of specific performance, except for injunction, mandamus, damages or otherwise) through judicial proceedings and other legal process as hereinafter provided, and (ii) to permit judicial actions arising out in any of the Applicable Courts (as defined below) to compel, enter judgment upon, enforce, modify or based on the U.S. federal securities laws vacate any award or any state securities lawsinterim injunctive relief related to such arbitration authorized in this Section 14; provided, however, that such waiver shall be subject to the above exception shall not in following limitations: (a) no Person may seek enforcement or recover any way limit the ability damages as a result of such waiver against any property or rights of the Underwriters Issuer or the Tribe, except as against Gaming Assets and Gaming Assets distributed to exercise the rights to indemnification and contribution from the Republic set forth Tribe in Section 10 hereof. To the extent that the Republic has or hereafter may have any immunity under the laws contravention of the Republic Indenture; (ib) from jurisdiction of any courtno Person will be entitled to enforce such waiver except the Initial Purchaser, (ii) from any legal process in the courts holders of the RepublicNotes, or (iii) from any legal process in any court other than a court of the Republic, whether through service or notice, attachment prior Persons entitled 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 be indemnified under this Agreement, and the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability successors and assigns of the Underwriters Initial Purchaser and such holders and Persons (each, a "Permitted Party"); (c) no Person shall be entitled to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent assert a claim because of such waiver except a Permitted Claim; (d) claims permitted by law, any objection to any suit, action or proceeding, that such waiver may be brought only in connection with this Agreement, the Notes, Applicable Courts or in arbitration proceedings as described below; and (e) all Permitted Claims shall be interpreted and subject to the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws internal law of the United States or any state thereof, in such courts whether on the grounds State 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such ActNew York.

Waiver of Sovereign Immunity. (a) 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 sovereign immunity, 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 Agreement, the Reopening Notes, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. 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, 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 Agreement, the Reopening Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Reopening Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Waiver of Sovereign Immunity. (a) 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 sovereign immunity, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 14 hereof. 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, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 14 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Waiver of Sovereign Immunity. (a) 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 sovereign immunity, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. 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, 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 Agreement, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent permitted by law, any objection to any suit, action or proceeding, that may be brought in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States 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 to diplomatic and consular missions and for to the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroadagency, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Waiver of Sovereign Immunity. (a) 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 Each of the RepublicDepositor (for itself) and the Tribe (for itself and each other Tribal Party) unconditionally and irrevocably waives its or their sovereign immunity from jurisdiction any suit, action, proceeding or legal process of any court or from nature, and any legal process (whether through sovereign immunityand all defenses based thereon, service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself any claim, demand, dispute, action or its property, the Republic hereby irrevocably waives such immunity in respect cause of its obligations under action related or incidental to this Agreement, the 9 ¾% Notes, the Registration StatementNew Indenture Notes, the Disclosure Package Collateral Documents or the Parity Lien Collateral Documents, whether now existing or hereafter arising and whether sounding in tort, contract, or otherwise (collectively “Permitted Claims”). Such unconditional and irrevocable waiver extends (i) to permit the interpretation, enforcement and the Final Prospectusseeking of legal or equitable relief and remedies (whether through an award or granting of specific performance, except for injunction, mandamus, damages or otherwise) through judicial proceedings and other legal process as hereinafter provided, (ii) to permit judicial actions arising out in any of the Applicable Courts (as defined below) to compel, enter judgment upon, enforce, modify or based on vacate any award or interim injunctive relief related to the U.S. federal securities laws arbitration proceedings described below, and (iii) to permit a judgment or order issued by an Applicable Court or arbitrator as provided hereunder to be enforced in any state securities lawscourt of competent jurisdiction (including the Federal and State Courts in California); provided, however, that such waiver shall be subject to the above exception shall not in following limitations: (a) no Person may seek enforcement or recover any way limit the ability damages as a result of such waiver against any property or rights of the Underwriters Depositor or the Tribe, except as against Gaming Assets (other than Excluded Assets) (as each such term is defined in the Indenture) and Gaming Assets distributed or otherwise transferred or conveyed (either directly or indirectly) to exercise the rights to indemnification and contribution from the Republic set forth Tribe in Section 10 hereof. To the extent that the Republic has or hereafter may have any immunity under the laws contravention of the Republic (i) from jurisdiction of any courtIndenture, (ii) from any legal process except in the courts case of the Republic, 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 breach by the laws of the Republic, in respect Tribe of its obligations under the Indenture in which it receives any payment or amount in violation of the Indenture, in which case a Person may seek enforcement against assets of the Tribe and the Depositor other than Gaming Assets, in each case other than Excluded Assets, but only to the extent of such payment or amount received by the Tribe, (b) no Person will be entitled to enforce such waiver except the Trustee, the New Indenture Trustee, the Collateral Trustee, holders of the 9 ¾% Notes, holders of the Parity Lien Debt, Persons entitled to be indemnified under this Agreement, and the Notesrespective successors and assigns of the Trustee, New Indenture Trustee, the Registration StatementCollateral Trustee and such holders and Persons (each, the Disclosure Package or the Final Prospectus a “Permitted Party”); (c) no Person shall be entitled to assert a claim because of such waiver except for actions arising out of or based on the U.S. federal securities laws or any state securities lawsa Permitted Claim; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably waives, to the fullest extent (d) claims permitted by law, any objection to any suit, action or proceeding, that such waiver may be brought only in connection with this Agreement, the Notes, Applicable Courts or in arbitration proceedings as described below; and (e) all Permitted Claims shall be interpreted and subject to the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws internal law of the United States or any state thereof, in such courts whether on the grounds State 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities laws. Without limiting the generality of the foregoing, the Republic agrees that the waivers set forth in this subsection (a) shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such ActNew York.

Waiver of Sovereign Immunity. Each Loan Party that is organized under the laws of any jurisdiction other than the United States of America or any state thereof (a) To each, a “Foreign Loan Party”), in respect of itself, its Subsidiaries, its process agents, and its properties and revenues, hereby irrevocably agrees that, to the extent that the Republic such Foreign Loan Party or its respective Subsidiaries or any of its or its respective Subsidiaries’ properties has or may hereafter may acquire any right of immunity, whether characterized as sovereign immunity or have attributed otherwise, from any legal proceedings, whether in the United States or elsewhere, to it enforce or collect upon the Loans or any immunity under other Secured Obligations or any law (Loan Document or any other than liability or obligation of such Foreign Loan Party, or any of their respective Subsidiaries related to or arising from the laws transactions contemplated by any of the Republic) Loan Documents, including, without limitation, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any legal process (whether through sovereign immunity, service or notice, of its property from attachment prior to any entry of 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 Agreement, the Notes, the Registration Statement, the Disclosure Package and the Final Prospectus, except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. 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, 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 otherwiseupon a judgment, with respect to such Foreign Loan Party, for itself or its property, the Republic hereby irrevocably waives such immunity to the fullest extent permitted by the laws of the Republic, in respect and on behalf of its obligations under this AgreementSubsidiaries, the Notes, the Registration Statement, the Disclosure Package or the Final Prospectus except for actions arising out of or based on the U.S. federal securities laws or any state securities laws; provided, however, that the above exception shall not in any way limit the ability of the Underwriters to exercise the rights to indemnification and contribution from the Republic set forth in Section 10 hereof. In addition, the Republic irrevocably hereby expressly waives, to the fullest extent permitted by permissible under applicable law, any objection such immunity, and agrees not to assert any suit, action such right or claim in any such proceeding, that may be brought whether in connection with this Agreement, the Notes, the Registration Statement, any preliminary prospectus or the Final Prospectus, including such actions, suits or proceedings relating to securities laws of the United States 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 for the residence of the head of such missions or to military purposes, including such property which is property of a military character or under the control of a military authority or defense agency or property of the Chilean Central Bank abroad, since such waiver is not permitted under the laws of Chile. The Republic reserves the right to plead sovereign immunity under the U.S. Foreign Sovereign Immunities Act of 1976 with respect to any action brought against it under U.S. federal securities laws or any state securities lawselsewhere. Without limiting the generality of the foregoing, each Foreign Loan Party, as the Republic case may be, further agrees that the waivers set forth in this subsection (a) Section 9.23 shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.. 207 208