Invest finance bank

Currency indemnity

1. 
   The Buyer shall, as an independent obligation within two (2) Banking Days of demand, indemnify the Bank against any loss or liability which the Bank incurs as a consequence of:
   
   1. 
      the Bank receiving an amount in respect of the Bank's liability under the Line Documents; or
      
   2. 
      that liability being converted into a claim, proof, judgment or order,
      

in a currency other than the currency in which the amount is expressed to be payable under the relevant Transaction Document.

2. 
   Unless otherwise required by law, the Buyer waives any right it may have in any jurisdiction to pay any amount under the Transaction Documents in a currency other than that in which it is expressed to be payable.
   
1. 
   COSTS AND EXPENSES
   
   1. 
      Transaction expenses
      

The Buyer shall promptly on demand pay the Bank the amount of all actual costs and expenses (including legal fees):

1. 
   reasonably incurred by it in connection with the negotiation, preparation, printing, execution and perfection of:
   
   1. 
      this Agreement and any other documents referred to in this Agreement or in a Security Document; and
      
   2. 
      any other Transaction Document executed after the date of this Agreement; and
      
2. 
   for which the Bank is liable to ICD under the Line of Finance Agreement.
   
1. 
   Amendment costs
   

If the Buyer requests an amendment, waiver or consent the Company shall, promptly on demand, reimburse the Bank for the amount of all actual costs and expenses (including legal fees) reasonably incurred by the Bank in responding to, evaluating, negotiating or complying with that request or requirement.

3. 
   Enforcement and preservation costs
   

The Buyer shall, promptly on demand, pay to the Bank the amount of all actual costs and expenses (including legal fees) incurred by it in connection with the enforcement of, or the preservation of any rights under, any Transaction Document or the Security and with any proceedings instituted by or against it as a consequence of it entering into a Transaction Document, taking or holding the Security, or enforcing those rights.

16. 
    SET-OFF
    

The Bank may set off any matured obligation due from the Buyer under the Transaction Documents (to the extent beneficially owned by the Bank) against any matured obligation owed by the Bank to the Buyer, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

17. 
    CALCULATIONS AND CERTIFICATES
    
    1. 
       Accounts
       

In any litigation or arbitration proceedings arising out of or in connection with a Transaction Document, the entries made in the accounts maintained by the Bank are prima facie evidence of the matters to which they relate.

2. 
   Certificates and Determinations
   

Any certification or determination by the Bank of a rate or amount under any Transaction Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

3. 
   Day count convention
   

Any Mark-up Amount, profit, commission or fee accruing under a Transaction Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the relevant interbank market differs, in accordance with that market practice.

18. 
    CHANGES TO THE PARTIES
    
    1. 
       The Buyer acknowledges that the Bank may at any time:
       
       1. 
          assign or transfer its rights and obligations under this Agreement or any other Transaction Document to ICD; and/or
          
       2. 
          instruct the Buyer to deal directly with ICD in relation to its obligations under the Transaction Documents.
          
    2. 
       Except as provided in paragraph (a) above, neither party may assign or transfer any of its rights and obligations under this Agreement or any other Transaction Document without the prior written consent of the other party and ICD.
       
19. 
    AMENDMENTS AND WAIVERS
    

Any term of a Transaction Document may only be amended or waived with the consent of the Bank and the Buyer.

20. 
    SEVERABILITY
    

If a term of a Transaction Document is or becomes illegal, invalid or unenforceable in any respect under any jurisdiction, that will not affect:

1. 
   the legality, validity or enforceability in that jurisdiction of any other term of the Transaction Document; or
   
2. 
   the legality, validity or enforceability in other jurisdictions of that or any other term of the Transaction Document.
   
1. 
   DELAY IN EXERCISE OF RIGHTS
   

No delay, forbearance or other indulgence on the part of the Bank in exercising any rights which it may have against the Buyer shall constitute a waiver thereof.

22. 
    COUNTERPARTS
    
    1. 
       Each Transaction Document may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of a Transaction Document.
       
    2. 
       If this Agreement is translated into any other language, the English version shall prevail in the event of any discrepancies.
       
23. 
    GOVERNING LAW
    

This Agreement and any non-contractual obligations shall be governed by and construed in accordance with English law.

24. 
    SETTLEMENT OF DISPUTES
    

(a) Any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Agreement (including any dispute, claim, difference or controversy regarding the existence, validity, interpretation, performance, breach or termination of this Agreement or the consequences of their nullity and any dispute, claim, difference or controversy relating to any non-contractual obligations arising out of or in connection with this Agreement) (a Dispute) shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre (the Rules). The Rules are incorporated by reference into this Clause and capitalised terms used in this Clause 24 which are not otherwise defined in this Agreement have the meanings given to them in the Rules.

2. 
   For these purposes:
   

1. 
   the seat, or legal place, of arbitration will be the Dubai International Financial Centre;
   
2. 
   the governing law of the arbitration agreement shall be English law;
   
3. 
   there shall be three independent arbitrators, each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions. Each party shall nominate one arbitrator (together the nominated arbitrators) and the third arbitrator shall be nominated by agreement between the nominated arbitrators. The third arbitrator shall serve as the presiding arbitratorof the arbitral tribunal; and
   
4. 
   the language of the arbitration shall be English.
   
1. 
   By agreeing to arbitration in accordance with this Clause, the parties do not intend to deprive any competent court of its jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment or other order in aid of the arbitration proceedings, or the recognition and/or enforcement of any award.Any interim or provisional relief ordered by any competent court may subsequently be vacated, continued or modified by the arbitral tribunal on the application of either party.
   
2. 
   All awards shall be final and binding on the parties. The parties undertake to carry out any award immediately and without any delay; and the parties waive irrevocably their right to any form of appeal or review of the award by any state court or other judicial authority, insofar as such waiver may be validly made.
   
1. 
   WAIVER OF SOVEREIGN IMMUNITY
   

The Buyer represents and warrants that its entry into and its performance of the transactions contemplated by this Agreement and the other Transaction Documents all of which are commercial rather than public or governmental acts and that the Buyer is not entitled to claim immunity from legal proceedings with respect to itself or any of its assets on the grounds of sovereignty or otherwise under any law or in any jurisdiction where an action may be brought for the enforcement of any of the obligations arising under or relating to this Agreement and the other Transaction Documents. To the extent that the Buyer or any of its assets has or hereafter may acquire any right to immunity from set-off, legal proceedings, attachment prior to judgment, other attachment or execution of judgment on the grounds of sovereignty or otherwise, the Buyer hereby irrevocably waives such rights to immunity in respect of its obligations arising under or relating to this Agreement and the other Transaction Documents.

26. 
    WAIVER OF INTEREST
    

The Parties recognise and agree that the principle of the payment of interest is repugnant to the Shari’ah and accordingly, to the extent that any legal system would (but for the provisions of this Clause) impose (whether by contract or by statute) any obligation to pay interest, the parties hereby irrevocably and unconditionally expressly waive and reject any entitlement to recover interest from each other.

27. 
    NOTICES AND REQUESTS
    
    1. 
       Any notice or request required to be given or made under this Agreement to either party shall be in writing and may be given by hand, telex, prepaid courier or fax. Such notice or request shall be deemed to have been duly given or made when delivered by hand, prepaid courier, telex or fax to the address specified in Clause 27.2 below or such other address as a Party may notify to the other Party in writing.
       
    2. 
       For the purposes of Clause 27.1 above, the addresses are as follows: