Invest finance bank

Payment of Sale Price

The Buyer shall pay to the Bank the Sale Price of each Murabaha Contract in equal and consecutive instalments on each applicable Repayment Date.

2. 
   Illegality
   

If (1) in any applicable jurisdiction, it becomes unlawful for the Bank to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Murabaha Contract or it becomes unlawful for any affiliate of the Bank for the Bank to do so; or (2) ICD notifies the Bank that it has become unlawful in any applicable jurisdiction for ICD to perform any of its obligations under any Line Document (as such term is defined in the Line of Finance Agreement):

1. 
   the Bank shall promptly notify the Buyer upon becoming aware of that event;
   
2. 
   upon the Bank notifying the Buyer, the Approved Amount will be immediately cancelled and reduced to zero; and
   
3. 
   the Buyer shall, on the next Repayment Date to occur or, if earlier, the date specified by the Bank in the notice delivered to the Buyer (being no earlier than the last day of any applicable grace period permitted by law), pay to the Bank in full each Sale Price then outstanding together with all other amounts outstanding under the Transaction Documents.
   
1. 
   Voluntary prepayment
   

The Buyer may submit to the Bank an early payment request for consideration by the Bank. The Bank (in its sole discretion) shall determine whether or not the early payment requested can be made by the Buyer. Any amount paid shall not be available for further utilisation by the Buyer.

4. 
   Miscellaneous
   
   1. 
      If any payment becomes due on a day which is not a Banking Day such payment shall be made on the next Banking Day or such other day as the Bank may determine.
      
   2. 
      The Buyer shall pay each Sale Price (or instalment thereof) to the Bank by telex or cable transfer to the following account:
      

Name of bank: PJSB “TRUSTBANK”
Account No.: 29896840400000491009
Address: 7, Navoiy Street, Tashkent city, 100017, the Republic of Uzbekistan
Swift Code: TRSAUZ22
or such other bank account as the Bank shall from time to time specify to the Buyer, or in such other manner as the Bank may direct from time to time.

3. 
   All charges and expenses in connection with any payment by the Buyer to the Bank under the Transaction Documents shall be paid by and shall be for the account of the Buyer.
   
4. 
   All payments by the Buyer to the Bank under the Transaction Documents shall be made without any set-off or counterclaim and free and clear of all existing or future taxes, charges, deductions or withholdings of whatever nature, all of which shall be for the account of the Buyer. For the avoidance of doubt, if a deduction is required by law to be made by the Buyer, the amount of the payment due from the Buyer shall be increased to an amount which (after making that deduction) leave an amount equal to the payment which would have been due if no such deduction had been required.
   
5. 
   If the Buyer shall fail to pay any of the amount due under a Transaction Document on its due date, it shall pay to the Bank an amount calculated at 10% per annum on the amount due. The Bank shall pay such amount to the charity fund maintained by the ICD which will be used for charitable purposes approved by ICD’s Shari'ahboard and shall not in any case form part of the income of the Bank or of ICD.
   
6. 
   The US Dollar is the unit of account for each and every sum at any time due from the Buyer under the Transaction Documents. If it is necessary to convert any sum in US Dollars into any other currency or vice versa, the applicable rate of exchange shall be that determined by the Bank. Any conversion risk shall be borne by the Buyer.
   
1. 
   SECURITY
   
   1. 
      In consideration of the Bank agreeing to purchase Goods and to sell the same to the Buyer on a Murabaha basis, the Buyer has agreed to provide or, as the case may be, procure the provision of the Security. The Security will secure or, as applicable, guarantee the payment of all amounts due and payable by the Buyer to the Bank from time to time under any of the Transaction Documents.
      
   2. 
      Each Security shall be a continuing security or, as applicable, guarantee or indemnity notwithstanding any intermediate payments or settlement of accounts, or other matters whatsoever, and shall be in addition to, independent of and shall not prejudice or be prejudiced by any securities, guarantees, indemnities and/or negotiable instruments now or hereafter held by the Bank. Each Security may be enforced without the Bank first taking any steps or proceedings or having recourse to any such securities, guarantees, indemnities or negotiable instruments.
      
   3. 
      The Buyer shall at any time if and when required by the Bank execute such further legal or other mortgages, fixed or floating charges or assignments in favour of the Bank as the Bank shall from time to time reasonably require over all or any of the Goods or other property of the Buyer, both present and future to secure all money obligations and liabilities owing by the Buyer under the Transaction Documents.
      
2. 
   REPRESENTATIONS AND WARRANTIES
   
   1. 
      The Buyer hereby represents and warrants to the Bank that the statements in this Clause 11 are true and accurate as at the date hereof and shall remain true and accurate during the subsistence of this Agreement. Each Repeating Representation shall be deemed to have been repeated, by references to the circumstances and facts then existing on the date of each Purchase Notice, on the date of each Offer Notice, on each Settlement Date and on each Repayment Date:
      
      1. 
         The balance sheet of the Buyer most recently supplied to the Bank, and its profit and loss account for the period of 12 months to that date have been prepared in accordance with generally accepted accounting principles consistently applied and give a true and fair view of the financial position of the Buyer at that date and of its financial results for such period and since the said date there has been no material adverse change in the financial position of the Buyer, the said accounts show all significant liabilities, contingent or otherwise.
         
      2. 
         The Buyer is a Private Enterprise “LUX STROY”under state registration number 44 from 21.10.2017 validly existing under the laws of the Republic of Uzbekistan and by its Charter, it has full power and authority to own its property and assets, to carry on its business as presently conducted, and to enter into the Transaction Documents and each Purchase Contract.
         
      3. 
         This Agreement has been duly authorized, executed and delivered by the Buyer and constitutes legal, valid and binding obligations of the Buyer enforceable in accordance with its express terms and that nothing herein contained conflicts with any provisions of its Charter.
         
      4. 
         The entering into of the Transaction Documents and each Purchase Contract by the Buyer does not (i) conflict with, (ii) result in a breach of any of the terms, conditions or provisions of, or (iii) constitute a default or (iv) require any consent under, any indenture, agreement or other instruments to which the Buyer is a party to or by which it is bound or other instruments to which the provisions of any judgment, decree or order or any statute, rule or regulation applicable to the Buyer.
         
      5. 
         All information, estimates and forecasts disclosed to the Bank or its agents were prepared with due care and the Buyer is not aware of any reason why any such information, estimate or forecast should now be altered in any material respect.
         
      6. 
         The Buyer has obtained all approvals and other authorizations, for the time being, required under the laws of the Republic of Uzbekistan and under the Buyer's Charter enable it to carry out its business as presently conducted, and to enter into the Transaction Documents and each Purchase Contract and undertake its obligations thereunder, and such approvals and authorisations are in full force and effect.
         
      7. 
         Under the laws of the Republic of Uzbekistan in force at the date hereof, the claims of the Bank against the Buyer under this Agreement, each Murabaha Contract, each Purchase Contract and each Security Document will rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application.
         
      8. 
         Neither the Buyer nor any of its assets is entitled to immunity on grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit, attachment prior to judgment, execution or other enforcement).
         
      9. 
         There are no encumbrances, charges, liens, mortgages or any other security over the Buyer’s assets and business undertaking other than pursuant to the Security Documents.
         
      10. 
          No action has been taken or legal proceedings started for the winding up, dissolution or reorganization of the Buyer or for the appointment of a receiver, trustee or similar officer of the Buyer or of its revenues or assets.
          
      11. 
          Neither the Buyer, nor any of its respective directors, officers, employees, nor any persons acting on the Buyer's behalf:
          

5. 
   is a Restricted Party; or
   
6. 
   has received notice of, or is aware of, any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority,
   

provided that this representation is not made to or for the benefit of the Bank (as agent of ICD) or ICD itself, or any of their respective directors, officers or employees, to the extent that this provision would expose the Bank (as agent of ICD) or ICD or any of their respective directors, officers or employees thereof to liability under any applicable anti-boycott law, regulation or statute.

12. 
    The security conferred by each Security Document constitutes a first priority security interest of the type described, over the assets referred to, in that Security Document and those assets are not subject to any prior or pari passu security.
    
1. 
   COVENANTS
   
   1. 
      The Buyer shall, from the date of this Agreement and so long as any monies are owing hereunder or under any other Transaction Document:
      
      1. 
         conduct its business with due diligence and efficiency and in accordance with sound engineering, financial and business practices and according to international standards;
         
      2. 
         permit representative of the Bank or its agents to visit at any time premises where the Buyer conducts its business after giving reasonable notice, and to have access to those employees who have or may have knowledge of matters with respect to which the Bank seeks information;
         
      3. 
         promptly inform the Bank of the occurrence of any Default forthwith upon becoming aware thereof and will from time to time, if so requested by the Bank, confirm to the Bank in writing that, save as otherwise stated in such confirmation, no Default has occurred and is continuing;
         
      4. 
         obtain or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in or in connection with, every consent, authorization, licence or approval of governmental or public bodies or authorities or courts and do, or cause to be done, all other acts and things which may from time to time be necessary or desirable under applicable law for the continued due performance of all its obligations under this Agreement;
         
      5. 
         ensure that its obligations under each Transaction Document and each Purchase Contract shall, at all times rank at least pari passu with the claims of all its other unsecured creditors save those whose claims are preferred solely by any bankruptcy, insolvency, liquidation or other similar laws of general application;
         
      6. 
         to cooperate to the fullest extent possible to allow the Bank to transfer any Security to the ICD in the event thatany Security provided by the Buyer to the Bank has or may have become, invalid against the Bank or any third party. The Buyer further waives its rights to protest or contest such a transfer;
         
      7. 
         promptly notify the Bank of any change in its authorised signatories by the delivery of a notice of such change signed by the director or company secretary of the Buyer accompanied by specimen signatures of such new authorised signatories; and
         
      8. 
         the Buyer shall conduct its businesses in compliance with all applicable anti-corruption laws, including the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and the laws of Republic of Uzbekistan on prevention of corruption, and maintain policies and proceduresdesigned to promote and achieve compliance with such laws.
         
   2. 
      The Buyer shall not, from the date of this Agreement and so long as any monies are owing hereunder or under any other Transaction Document:
      
      1. 
         terminate, amend or grant any waiver in respect of any Transaction Document or any other relevant agreement;
         
      2. 
         change its Charter in any manner which would contradict with its obligations under this Agreement or any other relevant agreement;
         
      3. 
         enter into any transaction except in the ordinary course of business on the basis of arm's length arrangements;
         
      4. 
         sell, transfer, lend or otherwise dispose of or cease to exercise direct control over any part (being, either alone or when aggregated with all other disposals falling to be taken into account pursuant to this paragraph (d), material in the opinion of the Bank in relation to its undertakings, assets, rights and revenues taken as a whole) of its present or future undertakings, assets, rights or revenues otherwise than by transfers, sales or disposals for full consideration in the ordinary course of trading whether by one or a series of transactions related or not; or
         
      5. 
         directly or indirectly use any proceeds (including the money payable under this Agreement) for any purpose which would breach the terms of the US Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, any similar legislation in Republic of Uzbekistan or other similar legislation in any other jurisdictions.
         
2. 
   EVENTS OF DEFAULT
   
   1. 
      The Buyer shall inform the Bank promptly upon becoming aware of the occurrence of an Event of Default and the steps the Buyer is taking to remedy it. Each of the following shall be an Event of Default:
      
      1. 
         The Buyer fails to make payment in full of any amount due under any Transaction Document when due for payment unless such failure is caused by a technical or system error in making the payment and the Buyer makes such payment within three (3) Banking Days of the due date.
         
      2. 
         Any representation or warranty made by the Buyer in this Agreement proves to be incorrect or untrue in any material respect as of the date when made.
         
      3. 
         The Buyer fails to perform or shall violate any provision of this Agreement.
         
      4. 
         If the Security provided by the Buyer or any third party to the Bank or ICD has or is reasonably likely to become, invalid against the Bank, ICD or any third party.
         
      5. 
         A court decision ordering the dissolution, winding up, or restructuring of the Buyer has been rendered.
         
      6. 
         Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.
         
      7. 
         The Buyer takes any action or other steps are taken or legal proceedings are started for its winding up, bankruptcy, dissolution or administration or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of it or of any or all of its revenues and assets.
         
      8. 
         Any indebtedness of the Buyer is not paid when due.
         
      9. 
         Any indebtedness of the Buyer is declared to be or otherwise becomes due and payable prior to its specified maturity by reason of any default, termination event or the like, howsoever defined, or any bank or financial institution or creditor or creditors of the Buyer become entitled by reason of any default, termination event, default or the like, howsoever defined, to declare any indebtedness of the Buyer due and payable prior to its maturity.
         
      10. 
          Any foreign exchange law in the Republic of Uzbekistanis amended, enacted or introduced or is reasonably likely to be amended, enacted or introduced that in the opinion of the Bank (a) has or is reasonably likely to have the effect of prohibiting, or restricting or delaying in any material respect any payment that the Buyer is required to make to the Bank pursuant to the terms of any Transaction Documents or Purchase Contract, or (b) is materially prejudicial to the interests of the ICD under or in connection with any of the Transaction Documents or Purchase Contract.
          
      11. 
          The Buyer suspends or ceases to carry on (or threatens to suspend or cease to carry on) its business.
          
      12. 
          It is or becomes unlawful for the Buyer to perform any of its obligations under the Transaction Documents.
          
      13. 
          Any obligation or obligations of the Buyer under any Transaction Documents are not or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Bank under the Transaction Documents.
          
   2. 
      On and at any time after the occurrence of an Event of Default which is continuing, the Bank may, by giving a notice to the Buyer, take any of the following actions:
      
      1. 
         by notice to the Buyer:
         
         1. 
            cancel the Approved Amount whereupon the Approved Amount shall immediately cease to be available for further disbursement;
            
         2. 
            declare that all or part of any Sale Price and all other amounts accrued or outstanding under the Transaction Documents be immediately due and payable, whereupon they shall become immediately due and payable;
            
         3. 
            declare that all or part of any Sale Price be payable on demand, whereupon they shall immediately become payable on demand by the Buyer; and
            
         4. 
            transfer all or any Security to ICD or its nominee for enforcement by ICD; and/or
            
      2. 
         exercise any or all of its rights, remedies, powers or discretions under the Transaction Documents including, without limitation, the rights granted under Clause 18 (Changes to the Parties).
         
3. 
   INDEMNITY
   
   1.