UNCONSENTED SUIT SET FORTH IN THIS ARTICLE VII
IS EFFECTIVE IF, AND ONLY IF, EACH AND EVERY ONE OF THE FOLLOWING CONDITIONS IS
MET:
(I)
THE CLAIM IS MADE BY THE TRUSTEE OR THE HOLDERS OF BONDS OR THEIR
RESPECTIVE REPRESENTATIVES;
(II)
THE CLAIM ALLEGES A BREACH BY THE NATION PARTY UNDER THIS
AGREEMENT;
(III)
THE CLAIM SEEKS (A) PAYMENT OF A SPECIFIED SUM, SOME SPECIFIC
ACTION, OR DISCONTINUANCE OF SOME ACTION BY THE APPLICABLE NATION PARTY TO BRING
THE APPLICABLE NATION PARTY INTO FULL COMPLIANCE WITH THE DUTIES AND OBLIGATIONS
EXPRESSLY ASSUMED BY THE APPLICABLE NATION PARTY UNDER THIS AGREEMENT; OR (B) AS
TO THE NATION OR THE AUTHORITY ONLY, MONEY DAMAGES FOR NONCOMPLIANCE WITH THE
TERMS AND PROVISIONS OF THIS AGREEMENT;
(IV)
THE CLAIM IS MADE IN A DETAILED WRITTEN STATEMENT TO THE
APPLICABLE NATION PARTY STATING THE SPECIFIC ACTION OR DISCONTINUANCE OF ACTION
BY SUCH NATION PARTY THAT WOULD CURE THE ALLEGED BREACH OR NON-PERFORMANCE, OR
THE SUM OF MONEY CLAIMED TO BE DUE AND OWING TO THE TRUSTEE (OR THE HOLDERS OF
THE BONDS) BY REASON OF SUCH SPECIFIC BREACH OR NON-PERFORMANCE, AND THE NATION
PARTY SHALL HAVE SEVEN CALENDAR DAYS TO CURE OR CAUSE THE CURE OF SUCH BREACH OR
NON-PERFORMANCE OR TO MAKE SUCH PAYMENT BEFORE JUDICIAL PROCEEDINGS MAY BE
INSTITUTED; PROVIDED, HOWEVER, THAT THIS CURE PERIOD MAY BE REASONABLY EXTENDED
IN
17
THE SOLE DISCRETION OF THE TRUSTEE (OR THE HOLDERS OF THE BONDS OR THEIR
RESPECTIVE REPRESENTATIVES) FOR NON-MONETARY MATTERS AS LONG AS THE NATION PARTY
IS MAKING GOOD FAITH EFFORTS TO CURE SUCH BREACH OR NON-PERFORMANCE); AND
(V)
WITH RESPECT TO ANY CLAIM AUTHORIZED HEREIN, INITIAL SUIT AS
AUTHORIZED HEREIN, SHALL BE COMMENCED WITHIN THE LATER OF THREE YEARS AFTER THE
CLAIM ACCRUES OR IS DISCOVERED UPON THE EXERCISE OF DUE DILIGENCE, OR SUCH CLAIM
SHALL BE FOREVER BARRED.
The waiver granted herein shall commence on the date hereof and shall continue
for three years following the date of payment and discharge of the Indenture
pursuant to Section 10.01 thereof, except that the waiver shall remain effective
for any proceedings then pending and all appeals therefrom.
(D)
RECIPIENT OF WAIVER.
THE RECIPIENTS OF THE BENEFIT OF THIS
IRREVOCABLE WAIVER OF SOVEREIGN IMMUNITY ARE LIMITED TO THE TRUSTEE AND EACH
HOLDER OF THE BONDS.
(E)
ENFORCEMENT.
EACH NATION PARTY IRREVOCABLY WAIVES ITS SOVEREIGN
IMMUNITY FROM A JUDGMENT OR ORDER CONSISTENT WITH THE TERMS AND PROVISIONS OF
THIS AGREEMENT, WHICH IS FINAL BECAUSE EITHER THE TIME FOR APPEAL THEREOF HAS
EXPIRED OR THE JUDGMENT OR ORDER IS ISSUED BY A COURT HAVING FINAL APPELLATE
JURISDICTION OVER THE MATTER.
EACH NATION PARTY CONSENTS SOLELY TO THE
JURISDICTION OF, TO BE SUED IN AND ACCEPTS AND AGREES TO BE BOUND BY ANY ORDER
OR JUDGMENT OF ANY UNITED STATES DISTRICT COURT FOR NEW YORK OR THE NEW YORK
STATE SUPREME COURT IN AND FOR NEW YORK COUNTY, NEW YORK, AND ANY FEDERAL OR
STATE COURT HAVING APPELLATE JURISDICTION THEREOVER, CONSISTENT WITH THE TERMS
AND