39. Indemnity

The Customer hereby agrees to indemnify and keep the Bank harmless against all claims, demands, losses, costs, damages, liabilities and expenses whatsoever (including any Taxes, legal and/or statutory fees (billed, where applicable, on an advocate/client basis)) incurred, sustained or suffered by the Bank (or by any other person on the Bank’s behalf) in connection with: (a) the negotiation, preparation, execution, delivery, stamping or registration (whether in whole or in part) of any Security; (b) any preservation or exercise (or attempted preservation or exercise) of any of the Bank’s rights under or in connection with the enforcement (or attempted enforcement) of these General Terms and Conditions, any Specific Terms and Conditions and/or any Security; (c) any actual or proposed amendment of or waiver to any Security; (d) any discharge or release of any Security; and (e) any dealing with or obtaining of professional and/or other advice about any matter or question arising out of or in connection with these General Terms and Conditions, any Specific Terms and Conditions and/or any Security.

40. Force Majeure

In no event shall the Bank be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Bank shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

41. Governing Law

These General Terms and Conditions and any Specific Terms and Conditions shall be governed by the laws of the Republic of Kenya and the Customer hereby submits to the non-exclusive jurisdiction of the Courts of Kenya.