ANY STAMP OR SIMILAR TAX BE PAID ON OR
IN RESPECT OF ANY LOAN DOCUMENT, OTHER THAN A SWORN TRANSLATION OF THE LOAN
DOCUMENTS.
24
(J)
THE SPANISH COURTS WOULD RECOGNIZE
THE CHOICE OF NEW YORK LAW OR ENGLISH LAW (AS THE CASE MAY BE) AS THE GOVERNING
LAW OF THE LOAN DOCUMENTS IN ACCORDANCE WITH, AND SUBJECT TO THE LIMITATIONS SET
FORTH IN, THE ROME CONVENTION DATED JUNE 19, 1980 ON THE LAW APPLICABLE TO
CONTRACTUAL OBLIGATIONS.
WHEN APPLYING NEW YORK LAW OR ENGLISH LAW (AS THE CASE
MAY BE) AS THE LAW GOVERNING THE LOAN DOCUMENTS, THE COURTS OF SPAIN, BY VIRTUE
OF THE ROME CONVENTION:
(I) MAY GIVE EFFECT TO THE MANDATORY RULES OF LAW OF
ANOTHER COUNTRY WITH WHICH THE SITUATION HAS A CLOSE CONNECTION, IF AND INSOFAR
AS, UNDER THE LAW OF SUCH COUNTRY, THOSE RULES MUST BE APPLIED WHATEVER THE LAW
APPLICABLE TO THE LOAN DOCUMENTS; (II) WILL APPLY THE LAW OF SPAIN IN A
SITUATION WHERE IT IS MANDATORY IRRESPECTIVE OF THE LAW OTHERWISE APPLICABLE TO
THE LOAN DOCUMENTS; (III) MAY REFUSE TO APPLY NEW YORK OR ENGLISH LAW (AS THE
CASE MAY BE) IN RELATION TO THE LOAN DOCUMENTS IF SUCH APPLICATION VIOLATES THE
PUBLIC POLICY (ORDEN PUBLICO) OF SPAIN, OR IF SUBMISSION TO NEW YORK LAW OR
ENGLISH LAW (AS THE CASE MAY BE) IS DEEMED TO HAVE BEEN MADE WITH THE AIM OF
AVOIDING THE APPLICATION OF MANDATORY SPANISH LAWS OR LEGAL REQUIREMENTS; AND
(IV) SHALL HAVE REGARD TO THE LAW OF THE COUNTRY IN WHICH PERFORMANCE TAKES
PLACE IN RELATION TO THE MANNER OF PERFORMANCE AND THE STEPS TO BE TAKEN IN THE
EVENT OF DEFECTIVE PERFORMANCE.
(K)
THE SUBMISSION TO THE JURISDICTION OF
THE NEW YORK COURTS WILL BE VALID AND BINDING ON THE BORROWER PURSUANT TO THE
SPANISH SUPREME COURT BILATERAL INTERPRETATION OF ARTICLE 22. 2 OF THE SPANISH
ORGANIC LAW 6/1985, DATED 1 JULY, OF JUDICIARY POWER (LEY ORGANICA 6/1985, DE 1
DE JULIO, DEL PODER JUDICIAL) (HEREINAFTER, THE "ORGANIC LAW OF JUDICIARY
POWER") PROVIDED THAT:
(I) WHERE RENDERING THE JUDGMENT NO EXCLUSIVE
JURISDICTION OF SPANISH COURTS OR THE COURTS OF A MEMBER STATE OF COUNCIL
REGULATION (EC) NO 44/2001 OF 22 DECEMBER 2000 ON JURISDICTION AND THE
RECOGNITION AND ENFORCEMENT OF JUDGMENTS ON CIVIL AND COMMERCIAL MATTERS (AS
DEFINED THEREIN) OR THE COURTS OF A STATE PARTY TO THE 1968 ROME CONVENTION OR
1988 LUGANO CONVENTION ON JURISDICTION AND RECOGNITION OF JUDGMENTS IN CIVIL AND
COMMERCIAL MATTERS WAS INFRINGED; (II) THE SUBMISSION WAS FREELY AGREED BY THE
BORROWER (FOR WHICH PURPOSES THE BALANCE BETWEEN THE POSITION OF THE PARTIES IS
TAKEN INTO ACCOUNT); AND (III) THERE IS A REASONABLE CONNECTION BETWEEN THE
COURTS TO WHICH THE BORROWER SUBMITS ITSELF AND THE SUBJECT MATTER. SHOULD ANY
OF THE PARTIES TO THIS AGREEMENT BRING PROCEEDINGS BEFORE A COURT IN SPAIN, A
SPANISH COURT MAY DECIDE THAT PURSUANT TO ARTICLE 22.3 OF THE ORGANIC LAW OF
JUDICIARY POWER IT IS COMPETENT TO HEAR PROCEEDINGS EVEN THOUGH THE