Article 10 PRIORITY OF LEGAL AGREEMENT AND GOVERNING LAW; OBLIGATIONS OF THE GUARANTOR; ENFORCEABILITY; AND DISPUTE RESOLUTION 10.01 Priority of Legal Agreement and Governing Law The Legal Agreements and all documents executed in connection therewith, including these General Conditions, and their validity, enforcement and interpretation, and all disputes arising under any such document, shall be governed by the respective provisions of each Legal Agreement and the applica- ble principles of international law. 10.02 Obligations of the Guarantor The obligations of the Guarantor under the Guarantee Agreement shall not be discharged except by performance, and then only to the extent of such performance. Such obligations shall not be impaired by inter alia any action or inaction of the parties to the Legal Agreement, or any failure of the Borrower to comply with the requirement of any applicable law, including that of the Project Country. 10.03 Enforceability The rights and obligations of the parties to the Legal Agreements and all documents executed in connection therewith shall be valid and enforceable in accordance with their terms notwithstanding any provision in any local law in the Project Country to the contrary. No party shall be entitled in any proceedings under this Article to assert any claim that any provision of the Legal Agreement or its supplemental documents is invalid or unenforceable for any reason. 10.04 Dispute Resolution Any dispute, controversy or claim arising out of or relating to the Legal Agreement or documents executed in connection therewith, or the breach, termination or invalidity thereof or otherwise relating to the interpretation or application of such documents that is not resolved within ninety (90) days through negotiation shall, upon request of either party, be submitted to an arbitral tribunal for binding decision in accordance with the following: (a) arbitration proceedings may be initiated by the Borrower against OPEC Fund or vice versa, or by the Guarantor against the OPEC Fund and vice versa. In all cases, arbitration proceedings shall be instituted by a notice furnished by the claimant to the respondent. The notice shall contain a statement of the controversy, the nature of claim, the relief sought, and the name of the arbitrator appointed by the claimant for the proceedings; (b) the arbitral tribunal shall consist of three arbitrators to be appointed as follows: one by the claimant; a second by the respondent; and the third (“Umpire”) by agreement of the two arbitrators. If within thirty (30) days after notice of the institution of arbitration pro- ceedings the respondent fails to appoint an arbitrator, such arbitrator shall be appointed by the President of the International Court of Justice upon the request of the party insti- tuting the proceedings. If the two arbitrators fail to agree on the Umpire within sixty (60) days after the date of the appointment of the second arbitrator, such Umpire shall be appointed by the President of the International Court of Justice at the request of either party. In case any arbitrator appointed in accordance with this Section resigns, dies or becomes unable to act, a successor arbitrator shall be appointed in the same manner as the original arbitrator was appointed and such successor shall have all the powers and duties of the original arbitrator; (c) the arbitration shall be held in a State (not being the Project Country, the Borrower’s or Guarantor’s territory, or the territory of any Member State of OPEC Fund) that is a party to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral
OPEC FUND GENERAL CONDITIONS FOR PUBLIC SECTOR LOANS
22
Powered by FlippingBook