GENERAL TERMS AND CONDITIONS OF PIRAEUS BANK BULGARIA AD

Transcription

1 GENERAL TERMS AND CONDITIONS OF PIRAEUS BANK BULGARIA AD І. Applicability of the general terms and conditions 1.1. Applicability of the general terms and conditions; (1) These General Terms and Conditions shall apply to all contractual relations of Piraeus Bank Bulgaria AD or its branches (the Bank) and the Customers (natural /juristic persons and/or other organizations). (2) The General Terms and Conditions shall apply even after terminating the contractual legal relation with the Customer until the final settlement of his/her/its liabilities to the Bank Contradiction between the legal regulations (1) Subject to 1.2.(2) and (3) below the application of the General Terms and Conditions shall not invalidate the written agreements with the Customer. (2) Where contradictions between these General Terms and Conditions and the written agreements with the Customer occur, the documents shall prevail in the following order: a) the contracts concluded with the customer; b) these General Terms and Conditions. (3) In any event, the mandatory provisions of the applicable law shall take precedence over the General Terms and Conditions and/or the agreements with the Customer. (4) The notions and the terms used in the present General Terms and Conditions have the meaning pursuant to the respective agreement with the Client, except in the cases when the context impose another interpretation. ІІ. Customer accounts 2.1. Opening and keeping of accounts. (1) Upon opening, operating and closing a bank account, the statutory provisions of the applicable law shall apply. (2) The Customer shall be obliged to inform the Bank in writing on any change in the facts and circumstances, which are a statutory requirement for opening a bank account [or adversely affect the financial position of the Customer]. In case the change in facts and circumstances is followed by entering into a register and/or issuing a certificate by a government body, the Customer shall provide the Bank with certified copies of the documents verifying the change. (3) The Bank shall not be liable for damages sustained by the Customer due to his/her/its failure to advise the Bank about changes and/or restrictions in the legal capacity and ability and/or the legal powers of the Customer, his/her/its proxies or third parties, with whom/which the Bank conducts transactions by order of the Customer. (4) The powers of attorney for administering funds on the Customer s account shall be mandatory certified by a notary public, and if issued abroad, they shall be provided to the Bank certified by a notary public and legalized or bearing an apostil in compliance with the Hague convention for canceling the requirements for legalization of foreign documents and a translation into Bulgarian language by a certified translator. (5) The legal consequences arising from the Customers death, if he/she is a natural person or the winding up of a juristic person shall be settled in compliance with the applicable law. In that case the Bank shall require documents legitimating the capacity of a heir or a general successor and evidences for covering of the tax liabilities of the account holder. The Bank may set supplementary mandatory conditions before approving any operations with the accounts of the deceased/terminated account holder. (6) The Bank may, upon its discretion, decide on opening a bank account.the Bank shall not be obliged to justify its refusal to open a bank account Applicable interest basis on Customer accounts; (1) For all deposit, savings and current accounts regardless of the type of the account and/or the currency the interest rate of AKT/365 shall apply i.e. the applicable interest shall be calculated upon considering that each month from the opening to closing of the relevant account consists of the actual number of days in the calendar and the year consists of 365 days. (2) For all loan accounts and accounts where the client uses a bank credit regardless of the type of the account and/or the currency the interest rate of AKT/360 shall apply i.e. the applicable interest shall be calculated upon considering that each month from the opening to closing of the relevant account consists of the actual number of days in the calendar and the year consists of 360 days. (3) The accrued interest payment shall be due to the Bank on the relevant maturity date. The bank calculates monthly interest on customer accounts with a negative balance in the amount of one-month SOFIBOR plus 15% - for accounts in BGN, 15% - for accounts in EUR, 20% - for accounts in USD. (4) Upon breach of the agreed maturity the Bank shall be entitled on its own discretion to revise the applicable interest rate in accordance with its tariff regulations without notifying the Customer. (5) The Customer agrees that the Bank has the right to change on its own discretion the applicable interest rate as whole and/or each and every of its components notwithstanding of their type and designation (e.g. index, base, supplement, interest under Art. 294, para. 2 from the Commercial Code and etc.) according to the respective credit agreement in the following cases: a) in case when the base interest rate of BNB is changed or when the applicable to the agreement market index (SOFIBOR, EURIBOR, LIBOR, LEONIA: LEv OverNight Index Average, EONIA: Euro OverNight Index Average) is changed. b) in case of change of the official inflation index within the country and/or within the Eurozone; c) in case of alteration by 1% per month at least of the currency rate EUR/BGN; d) in case of imposing of restrictions by Bulgarian National Bank upon the bank system and/or upon Piraeus Bank Bulgaria AD;

2 e) in case of amendments of legal acts as well as Bulgarian National Bank s regulations concerning the bank s functioning and the requirements to the banks; f) in case of alteration by 10% per month at least of the average annual market interest rates values over the attracted deposits from non-financial institutions, declared in the statistics of Bulgarian National Bank; g) in case of essential change of the Bulgarian National Bank money policy such as currency board elimination, devaluation of BGN, denomination of BGN, national currency change. e) in case of changes in the conditions on the national and international loan and financial markets. (6) If the Client does not agree with the unilateral change of the applicable interest rate than the Client shall have the right in 7 (seven) days term as of the receipt of the notification for the change to repay pre- term the whole loan amount without paying fee for pre - term repayment. In case that the Client does not repay the whole loan amount in the 7 - days term above it shall be assumed that the interest rate changes are explicitly accepted by the Client. (7) The Client agrees that the Bank shall have the right to change unilaterally the interest rate applicable to the respective bank accounts if a justified ground exists, including by occurrence of the conditions as per Art. 2.2, para 5 of the present General Terms and Conditions, whereas the Bank notifies the Customers for the change through notices, placed on the defined for such purpose places in the customer halls of the Bank, as well as through publishing the new interest rates on the Internet site of the Bank ( In case of disagree with the unilateral change of the applicable interest rate and, respectively, of the Interest Bulletin, the Client shall have the right to close opened with the Bank account in seven days term as of the notification for the change as on the funds available by the account shall be accrued interest equal of the applicable interest rate valid before the change. In case that the Client does not close preterm the account within the abovementioned seven days term it is agreed that the change in the applicable interest rate is explicitly accepted by the Client. (8) The changes of the interest rates on the current accounts, card accounts, saving accounts and deposit products regardless of their type or product name shall enter in force and shall be applicable as of the date of the Bank s decision for their change. (9) The changes of the interest rates by the term deposits shall enter in force and shall be applicable as of the maturity date that follows the date of the Bank s decision for such change The Customer agrees that shall be obliged to pay interest over the due contractual interests on the ground of Art. 294, para. 2 from the Commercial Code in the amount of the legal interest in addition to the contractual and penal interest pursuant to the concluded Loan Agreement. 2.4 The Customer accepts without any objections the Tariff of Piraeus Bank Bulgaria AD and the Interest rates bulletin and declares that he/she/it is obliged to pay the owed to the Bank interest, charges and commissions as per the Tariff and the Interest rates bulletin which are in effect at the moment of the payment Joint account; (1) Deposit or current accounts of several natural and/or juristic persons (joint account) shall be opened in compliance with the provisions of the applicable law and these general terms and conditions. In this case each holder of the joint account (joint holders) shall be jointly and severally liable vis-à-vis the Bank for any liabilities related to the account. (2) Each joint-holder is authorized to operate the account individually unless explicitly agreed otherwise in writing. (3) The account holders shall operate the account jointly in case it has been requested by any of the joint-account holders in writing from the Bank; (4) Each joint-holder may authorize other persons to operate the account on his/her/its behalf in compliance with these general terms and conditions and the applicable law. (5) The joint account shall be opened and closed with the explicit consent of all joint-holders Closing of the bank account; (1) The Customer s account shall be automatically closed by the bank upon expiration of the validity term or by duly received order of the account-holder. (2) The Bank is entitled, upon its discretion, to close any Customer s account with a two months advance notice in writing without giving grounds for it. (3) When closing a Customer s account in accordance with the preceding paragraph the Bank shall allocate the amounts on the account closed to a non-interest bearing official account of the Bank; (4) Upon terminating the legal relations with the Customer, the payables to the Bank arising from his/her/its accounts shall become immediately due; (5) Upon terminating the legal relations, the Customer shall be obliged to relieve the Bank from all commitments made by him/her/it and/or by his/her/its order. (6) The Bank shall automatically close bank accounts with a zero or negative balance maintained for more than 60 (sixty) days. This rule shall not apply to credit and card accounts, as well as to current accounts servicing loans granted by the Bank Guaranteed deposits pursuant to Law of guarantee of deposits in Banks The accounts and deposits in the Bank are guaranteed through participation of the Bank in the Bulgarian deposit insurance fund /the Fund/ under the meaning of the Law on Bank Deposit Guarantee /the Law/. The Fund guarantees the payment of sums under deposits and accounts of one person in the Bank, irrespective of the number and the amount of the deposits up to BGN /оne hundred ninety six thousand levs/ in total. The Fund guarantees repayment of the deposits in the amount of up to BGN under the terms of Art. 10 of the Law. The Fund pays the guaranteed amounts of the deposits and the accounts through one oe more commercial banks, defined by the Management board of the Fund. The fund ensures access of the depositors of the bank to the due paid sums under the guaranteed amounts in the deposits/accounts not later than 7 working days since the date of the act, described in Art. 20 of the Law.

3 2.8. Guaranteed amounts under accounts and deposits in the Bank are not paid if they are of: (1) other banks, when they are made on their name and at their expense; (2) financial institutions under Art. 3 of the Law for credit institutions; (3) insurers and re-insurers under Art. 8 of the Insurance Code; (4) pension insurance companies and funds for obligatory and voluntary pension insurance; (5) investment brokers; (6) collective investment schemes, national investment funds, alternative investment funds and companies with special investment purpose; (7) budget organizations under paragraph 1, point 5 from the additional provisions of the Law for public finances; (8) Fund for compensation of investors, Fund for guaranteeing of deposits in the banks and the Guaranty fund under Art. 287 of the Insurance code Guarantees under deposits, arisen or in relation to deals or actions, representing money laundering under the meaning of Art.2 from the law for actions against the money laundering or financing of terrorism under the meaning of the Law for actions against financing of terrorism, ascertained with entered into force judgment. The circumstances defining the exclusions from the abovementioned shall be ascertained up to the date of the act, described in Art. 20 from the Law. III. Rights and obligations of the parties; 3.1. The Bank shall be entitled to make use of the services of third parties for the full or partial carrying out of the orders of the Customer complying with his/her/its interests The Customer shall be obliged to pay all expenses (fees, taxes, insurance premiums, telephone and postal charges and other expenses for communication, court charges in favour of third parties and others), connected with operations which have been incurred under orders of the Customer or in his/her/its favour, and all other expenses which have been incurred in connection with court or extrajudicial execution proceedings against Customer s property or against the property of third parties which is established as a security for the Customer s obligations, including all expenses related to renewal of the collaterals. The Customer agrees the expenses above to be collected automatically from the account of the Customer, whereas the Bank shall notify the Customer for the reason of the amounts charged upon an explicit request by him/her/it in writing; 3.3. The Customer undertakes to pay on his/her/its own cost all fees and taxes, which become due in the course of the contractual legal relations with the Bank, to the full amount of the payables to the Bank and no taxes or fees shall be deducted thereof Where a Customer overdraws an account, the Bank shall be entitled to charge fees, commissions and interest in accordance with its tariff The Customer agrees that the Bank shall offset or collect automatically its receivables from any account in compliance with the applicable law. In case the Customer does not have an account in the respective currency, the Bank shall be entitled to restate the foreign currencies at the official exchange rate of the Bank as of the moment of such charging In case the Bank receives an order from the Customer for depositing foreign currency other than the currency on account, the Bank shall automatically restate the foreign currency deposited at the exchange rate announced at the moment of deposit to the foreign currency on account as of the date of such deposit The BANK shall enable utilization of the funds under the concluded loan agreement (including in regard to revolving loans which utilization has already commenced) in a term of 7 (seven) working days as of the receipt of the drawdown request of the Client and implementation of all other preconditions re utilization of the loan In case the BORROWER is legal entity, he undertakes without prior explicit approval of the BANK in writing: (1) not to initiate a liquidation or winding-up procedure, as well as not to reorganize itself through take-over, merger, splitting and spinning off and through change of the legal form; (2) not to execute any change of ownership or pledge of shares in the capital of the Borrower through one or more legal actions; (3) not to sell partially or wholly the commercial enterprises, as well as not to constitute pledge of the commercial enterprises. (4) not to allow the net value of the company s possessions, being the difference between rights and liabilities of the company in accordance with the last certified by expert-accountant and present to the Bank balance sheet and/or published in the Commercial register, to be decreased under the subscribed capital. Further on, the borrower is not allowed to perform any reduction of the company s subscribed capital. In case, on the ground of the presented financial statements it is evidenced that the company is being decapitalized, the Borrower shall be obliged in one month term after the balance sheet is prepared, to recover the proportion between the property s possession and the subscribed capital. (5) To observe any third parties (creditors of the Borrower) not to be put in position which is more favorable for them in comparison to the position of the Borrower to the Bank with regards to the collateral and/or the financial conditions. (6) Not to repay loans to third parties before the full repayment of all obligations to the Bank. (7) Not to undertake after the conclusion of the Loan Agreement any new obligations to financial institutions and/or guarantee other obligations, as well as not to grant loans, incl. temporary financing of any third parties (8) Not to incorporate any affilitate companies and/or acquire shares in other companies though in-kind contribution in the form of real estates, receivables, securities, shares and other rights. (9) Not to change the ownership title and the management bodies in the company (Board of Directors, Managing Board, manager).

4 (10) Not to distribute dividends unless the Borrower is obliged as per any legal regulation. (11) Not to dispose of any long-term material assets of the company Тhe BORROWER, the JOINT AND SEVERAL DEBTOR, the GUARANTOR or DEBTOR UNDER A COLLATERAL CONTRACT shall promptly inform the BANK upon acquiring of a commercial enterprises or a part of a commercial enterprises In case the BORROWER would not perform any of the terms and conditions of the concluded Loan Agreement and/or the General Terms, the BANK is entitled to calculate and collect officially from the bank account of the CLIENT indemnification in the amount of 1 % /one percent/ on the initially granted amount of the credit for each nonperformance All minutes with resolutions of clients legal entities, regarding taking of loans and bank guarantees, as well as minutes with resolutions related to the constitution and keeping valid of collaterals and/or guarantees in favor of the Bank under granted loans shall be obligatory undersigned before officers of the Bank. In cases when it is not possible the undersigning to take place before officer of the Bank, the clients shall present minutes with resolutions with notary verified signatures. In cases when the minutes with resolutions are undersigned abroad it is obligatory to be certified by a notary public and legalized or bearing an apostil in compliance with the Hague convention for canceling the requirements for legalization of foreign documents and a translation into Bulgarian language by a certified translator Bank transfer. (1) Where debiting and/or crediting of an account is made without an explicit written order or instruction by the Customer due to clerical, technical or other fault, the Bank shall reverse the entry without being necessary to have explicit request from the customer. (2) When transferring amounts the Customer shall be obliged to ensure that the bank account number and/or bank code indicated in the transfer order are complete and correct. If ascertaining an error in the bank account or the bank code, the Bank shall be entitled to refuse to carry out the payment order without being held responsible by the ordering party and/or the beneficiary for the damages inflicted due to the delayed transfer. (3) If a transfer is misdirected, the Bank shall be held responsible only if it has been made intentionally or due to gross negligence. (4) Each payment or transfer, as a result of which an overdraft may be granted on the Customer s account, shall be effected only if there is a written agreement between the Bank and the Customer for any overdraft facility. In the event that the Bank receives an order for debiting an account for which the Bank has to grant an overdraft and this has not been agreed in advance with the customer, the Bank can refuse to carry out this order without stating any reasons whatsoever and/or informing the customer or the person, who has given that order Correspondence. (1) All notifications, statements and invitations issued by the Bank shall be considered as duly sent and delivered to the Customer upon sending the letter at Bank s discretion by regular or electronic mail at the post or electronic address of the client last designated by the Customer in writing and upon expiration of the usual necessary period for its receiving. In case of sending an electronic letter, the confirmation for its receipt by the customer shall not be necessary in order for the letter to be considered received. (2) The Customer shall immediately notify the Bank about changes in the name, address, termination or change in the representative powers (especially if having a power of attorney) and/or loss, theft, damage or destroying of documents giving grounds for operating the Customer s funds (ID document, savings book, contract, power of attorney, etc.). (3) In case of offer for conclusion of Loan Agreement or amendment under already concluded Loan Agreement in the form of Annex, sent via regular or electronic mail at the post or electronic address of the client, the Client would have the right to state that he accepts the offer in 3-month term (or other term defined by the Credit Committee of the Bank) and to undersign the respective Loan Agreement or annex. In case that until the expiry of the 3-month term (or other term defined by the Credit Committee of the Bank) from the delivery of the offer of the Bank the Client does not undersign the respective agreement or annex, the Bank would not be bound with the acceptance of the offer. (4) The written information about the operations with the accounts of the Customer that is not a merchant is presented to the Customer upon his/her/its request, and in case the Customer is a merchant - the statements of accounts are kept in the Bank at the servicing employee or in a post box. (5) The bank shall submit the written information related to the account statements within 14 (fourteen) working days from receiving a written request in this connection. (6) The Customer shall advise the Bank in writing when he/she/it does not receive statements, advice or other correspondence which the Bank is supposed to have sent to him/her/it. (7) The computer statements of accounts about the operations and other deals shall be considered original for the deals included in them even in the cases when these do not bear a signature of a bank employee Bank secret. (1) The Bank shall be obliged to keep secret the information on the assets and transactions on the Customer s accounts, as well as the information on his/her/its financial standing conditions and/or personal data and the above mentioned information as a whole and each part of it shall be bank secret and personal data in pursuance of the provisions of the applicable law. (2) Notwithstanding the provisions of Article 3.14.(1), the Customer agrees that the Bank may process information related to them, which is a bank secret and/or personal data in the meaning of the applicable law with respect to keeping the information system of the Bank in an updated and complete state.

5 (3) The Customer explicitly agrees that the Bank is entitled to present information related to him/her, which is a bank secret and/or personal data to its lawyers, accountants, auditors and/or other external consultants as well as to other financial institutions in the country and abroad in the cases when they belong to the same banking group or are related parties to the Bank within the meaning of the applicable law, as well as to the court, the prosecutor s office, the investigation authorities (investigators and preliminary investigators) in cases of submission to the bank of a written request re disclosure of banking secrecy or personal data. (4) Accepting these terms and conditions the Customer in the capacity of a borrower, co-debtor and/or guarantor explicitly agrees the Bank to disclose information which constitutes bank secret and/or to provide third parties with personal data about the customer in case the customer delays the repayment of due funds under lending relations with the Bank. This consent is regarded as issued on the grounds of Art. 4 of the Law for Protection of Personal Data and Art. 62 (5) of the Law for the Credit Institutions. (5) The Client in their capacity of Debtor, Co-Debtor or Guarantor accepts that the BANK shall be entitled to receive form the National Health Care Fund, the National Social Security Institute, the National revenues Agency, the credit register of the National Bank as from the administrators of personal data, information for all of the facts declared by the Client as employment, social security periods, salary, annual assurance income for hired employees, instalments made for different funds, which data has been provided in writing by the credit claim and/or obtained in the process of maintaining the credit Performance and confirmation of Customer s orders (1) The instructions (written confirmation) given to the Bank regarding operations on customer s accounts including purchase and sale of securities within the meaning of the applicable law (shares, bonds, debt securities, warrants, futures, options, etc.), purchase and sale of foreign currency or other instructions to the Bank in this relation shall be mandatory given in writing and shall bear the original signature of the Customer or his/her/its proxy having a power of attorney certified by a notary public. (2) As an exception to the rule and actual inability on part of the Customer to meet the requirements under Article 3.15(1) of the General Terms and Conditions, the instructions to the Bank can be given verbally, over the telephone, telex, facsimile, by electronic statement or other technical means of communication, provided that the statement is recorded technically in a way allowing to be reproduced. The instructions thus given are binding on the customer and authorize the Bank to carry out the transaction without having available and/or lack of covenants, and the Bank shall not be liable for the authenticity of the customer statement. (3) If the order is made by phone, telex, facsimile or other communication device, the customer shall provide the Bank with written confirmation of the transaction by the end of the business day on which the order is received but not later than 4.30 p.m., Bulgarian time. (4) Upon failure to submit an instruction (written confirmation) under the provisions of Article 3.15, Paragraph 3 of the General Terms and Conditions, the Bank shall consider the customer order withdrawn, and the operation concluded cancelled and automatically effect a transaction counter to the order applying the currently effective official exchange rates of the Bank. (5) In cases as per Article 3.15, Paragraph 4 of the General Terms and Conditions the Bank shall not be liable for damages incurred by the customer and shall be entitled to claim any damages and benefits forgone arisen as a direct and immediate consequence from canceling the deal. (6) Disposal of funds on account, replenished in the course of effecting the transaction under Article 3.15, Paragraph 2 of the General Terms and Conditions and/or carrying out other legal actions, which confirm that the customer accepts the results of the transaction, shall be considered irrevocable written confirmation issued as per Article 3.15, Paragraph 3 of the General Terms and Conditions. (7) The Customer agrees to bear full responsibility for the use and protection of the identification code coordinated with the Bank, defined in accordance with the nature and specifics of the transaction. The Bank may, upon its own discretion, require additional information from the Customer for verifying the validity and authenticity of the Customer s instructions. (8) The Customer agrees that each instruction, given over the telephone can be recorded by the Bank. The Bank shall not be obliged to keep or provide copies of these records to the Customer Foreign currency transactions and deals with securities (1) Buying, respectively selling foreign currency, effecting cash and on-account payments, shall be done at the official exchange rate of the Bank for the day; (2) The Bank and the customer agree to be duly obliged by the terms and conditions of the respective foreign currency deal from the moment in which they reach an agreement on these terms and conditions (regardless of the way it is reached: verbally or in another way). The particular foreign currency deal shall be concluded only for a couple of currencies for which the Customer has current accounts with the Bank, unless anything else agreed. (3) On the date of the settlement of each foreign currency deal, the Customer shall be obliged to pay to the Bank, or vice versa, the Bank shall be obliged to pay to the Customer, the equivalence of the currency, purchased under the concluded foreign currency deal. (4) In case the Customer fails to pay for the particular foreign currency deal or fails to accomplish other obligations under an agreement with the Bank, the Bank shall be entitled on behalf and on the account of the Customer to effect a transaction counter to the afore-concluded with the Customer foreign currency deal at the currently effective exchange rates in the bulletin of the Bank. In case there is a negative difference between the amount of the currency with which the account of the Customer is to be debited in relation to the particular foreign currency deal and the amount of the currency with which the account of the Customer is to be credited in relation to the counter foreign currency deal, the Customer shall be obliged to pay the Bank the amount, equal to the negative difference plus the expenses for the counter foreign currency transaction.

6 (5) The Bank shall carry out an order for purchase or sale of foreign currency under the terms and in the amount of the approved credit limit of the Customer, as well as in case of cash provided by the customer. (6) In the event that no credit limit has been approved and/or if the period of its utilization has expired, the funds of the customer shall be frozen by the Bank until carrying out of the respective foreign exchange deal. (7) All foreign currency transactions and international operations shall be conducted in compliance with the applicable law. (8) The transactions in securities of the Bank in its capacity of an investment intermediary and primary dealer of government bonds are carried out in strict compliance with the GeneraL Terms of the Bank providing for transactions in securities Online Banking (1) The Bank is entitled to provide bank and information services through online banking. For this purpose the Customer fills in a request for registration in the form and content, approved by the Bank. The contractual relations between the Bank and the Customer for providing bank and information services by online banking arise after receipt of a username and a password by the Customer and are regulated by these General Terms and Conditions the current conditions, designated in the request for registration, the effective tariff of the Bank, interest rates bulletin and the terms and instructions for usage, published on the Internet site of the Bank. (2) The Customer shall be liable for all unfavourable consequences from the faulty or inaccurate order through the Internet banking. The Bank shall not be liable for the illegal actions of third parties from which damages have been incurred for the Customer by use of online banking, as well as for non-performance of an order of the Customer when it is due to technical faults outside the control of the Bank. (3) The contractual relations between the Bank and the Customer for providing bank and information services by online banking may be terminated by a one- week written notice from each of the parties. The termination of the contractual relations shall not release the parties from the obligations arisen before the termination. ІV. Responsibilities of the Bank; 4.1. The Bank shall meet its obligations in good faith and shall be liable for the damages inflicted by its employees by wilful misconduct or gross negligence. When the Customer has caused the damage, the liability shall be covered by him in compliance with the provisions of the applicable law The Bank shall not be held responsible for any damages arising from force majeure within the meaning of art. 306 of the Commercial Law. For the purposes of these General Terms and Conditions force majeure shall also be considered any riot, military, natural or other events, not caused by the Bank such as strikes, delay, traffic jams, acts, respectively measures of the Bulgarian or foreign municipal and government authorities The Bank shall not be responsible for any damages or losses arising from delay or errors in transmission of information via the cable, telephone, facsimile or other technical means of communication by the Customer, a third party or branches of the Bank, unless these losses or damages are due to willful misconduct or gross negligence of the Bank The Bank shall not be liable, except when done intentionally and/or due to gross negligence, for any damages inflicted as a result of payment and/or action in favour of a third party, who has provided documents authorizing him/her/it to give orders. V. Collateral 5.1. The Bank performs its obligations under contractual relations after the establishment of the agreed security in compliance with the requirements of the Bank The Customer shall establish in favour of the Bank a pledge on the chattels, money, valuables deposited with it at the moment of beginning of the contractual relations. The pledge under the preceding sentence shall secure the Bank for all its current, future or contingent claims against the Customer The Customer shall establish in favour of the Bank contract for constitution of financial collateral of all bank accounts opened in the Bank at the moment of execution of the loan agreement The Bank has the right to make on the spot examinations of the property, established as a security by the Customer, as well as about the financial standing of the Customer, who is obliged to cooperate with the Bank for realisation of these authorities If as per discretion of the Bank the collaterals have become insufficient and/or there is an increase of the risk, the Bank is entitled upon its discretion, to make an additional expert evaluation of the mortgaged or pledged property and to require from the Customer to establish acceptable collateral and/or increase the value of the collateral incorporated, as well as to keep funds by Customer s accounts or assets and other valuables which have come into the possession/retention of the Bank until satisfying its claims in compliance with the provisions of the applicable law Upon an increase in the risk, the Bank shall hold the rights as per the preceding provision even in cases when its receivables have not become due or are contingent For the purposes of the preceding paragraphs the risk shall be considered as increased when the economic standing of the Customer has deteriorated or is in immediate danger of aggravating or the value of the collateral has decreased or is in immediate danger of decreasing All costs for establishing, maintaining, protecting, evaluating and crossing out of the real estate established as collateral shall be incurred by the Customer.

7 5.9. The Customer shall be obliged to: (1) regularly inform the Bank on the state and value of the collateral; (2) duly collect the receivables and provide the safekeeping of the collateral by exercising the care of a responsible owner within the meaning of the applicable law; (3) insure the collateral established in favour of the Bank upon instructions; 5.10.The Customer in his/her capacity as Debtor, Debtor under a Collateral Agreement, Co - Debtor and/ or Guarantor issues herewith his/her prior and irrevocable explicit written consent the Bank to be entitled, including through the intermediation of Piraeus Insurance Broker EOOD, to insure in its favor and pursuant to conditions and with insurance company as per its discretion and without necessity of any additional approval from the Customer: a) buildings, real estates and/or other movable and immovable properties conceded by the Customer as a collateral under a loan facility granted by the Bank or owned by the Customer by commencement and/or implementation of judicial and/or judicial enforcement procedures for collection of granted loans and/or other receivables of the Bank and/or b) non-material Customer s welfare (life, health, working capacity and s. o.). In addition the Customer issues herewith his/her prior and irrevocable explicit written consent and entitles the Bank to change the insurance conditions at its own discretion, to terminate the insurance contract and/or to conclude new insurance contract on the Customer s behalf with another insurer without necessity of any additional approval from the Customer. The consent of the Customer is valid until redemption of all Customer s obligations to the Bank If the value of the collateral established exceeds the value agreed with the Customer, the Bank shall, upon its own discretion and by request of the Customer, determine the collateral, which can be released; The Bank shall be entitled to realise the collateral pursuant to the manner and terms of the applicable law in case the Customer fails to cover his/her/its liabilities on the maturity date or fails to incorporate new, respectively additional collateral in favour of the Bank; Where there are various types of collateral established, the Bank is entitled, upon its own discretion, to determine the collaterals for disposal Upon realization of the Bank s collateral, the customer shall pay all costs, fees and taxes /court or out-of-court/ incurred by the Bank in administering and/or realization of the collateral, including all amounts related to claims of third parties such as transportation, warehouse, security, insurance premiums, trustee s remuneration and other expenses. VІ. Commercial effects, payment, assignment, liability; 6.1. Under this chapter the bill of exchange, the promissory note and the cheque shall be construed to mean commercial effects; 6.2. The commercial effects shall be claimed for payment and paid from the Bank in accordance with the provisions of the applicable law (1)The Customer and the Bank agree that the Bank is entitled to pledge the commercial effects submitted to the Bank. The Bank shall have unlimited powers with regard to the commercial effects, under which the Bank has effected payments. (2) By acquiring the ownership of the commercial effect, all receivables and/or rights thereof shall become in favour of the Bank; 6.4. If the Bank, at the request of the Customer, provides a payment up to the amount of the commercial effects submitted to it before they become due, such payment shall be considered as conditional until the actual collection of receivables by the Bank. In that case the Bank is entitled to debit automatically the Customer s account for the amount of the commercial effect and the additional costs incurred upon any of the following suppositions: (1) the amounts paid under the commercial effects and the additional expenses incurred for their collection cannot be collected by the Bank by out-of-court settlement within 30 (thirty days) days of date the effect becomes due; (2) The Bank does not possess satisfactory legal and/or financial information with regard to the parties liable under the commercial effect and/or deems that their actions and/or financial standing cannot guarantee the interests of the Bank; (3) The free disposal of the commercial effects is restricted by legal or administrative measures; (4) At the termination of the business relations between the Bank and the Customer regardless of the reasons and grounds The Bank is entitled to claim with recourse all amounts paid by the Bank under the commercial effect and all expenses thereof from the Customer and the other parties liable under the commercial effect The Bank shall be obliged to payments under commercial effects only upon satisfactory coverage by the Customer and compliance with the provisions of the applicable law. VII. Guarantees and warrantees of the legal entities under concluded loan agreements with the Bank 7.1. THE BORROWER, CO-BORROWER, GUARANTOR AND DEBTOR UNDER THE COLLATERAL AGREEMENT, hereby declare and guarantee that as of the date of signing of the present agreement: (1) The company is duly constituted and validly existing in accordance of laws in Bulgaria (2) The company is not declared insolvent and neither court procedure for declaring the company as insolvent, nor liquidation have been initiated

8 (3) Against the company no claims have been filed by third parties and/or no decision of administrative, arbitrate or public authority has been issued imposing pecuniary obligations, that have not been duly entered within the presented to the Bank financial statements; (4) The company has made a valid statement for concluding the Loan agreement and for performance of any and all of its conditions, observing any applicable requirements, provided in the relevant legislation, its constitutional act or any other applicable document or deed.; (5) The conclusion of the Loan agreement and the performance of its conditions will not lead in any aspect thereto any other agreement or contract under which the presented by me company is party and should not be in any contradiction to any other obligation, existing on the grounds of an agreement, law or any other applicable document or deed. (6) The company or any part of its assets are immune against any setting-off, attachment, seizure, distraint, court proceedings, execution or any other court procedure irrespectively of the legal grounds, and no legal actions have been undertaken by court or public executor (7) Any information provided to the Bank in connection with the Loan Agreement is correct in all material respects, including any information concerning the financial and actual legal status of the company, is true and correct in any respect thereto, and is provided by the respective competent authority; (8) The presented to the bank financial statements represent fully and truly in any respect thereto any and all obligations of the company, and there are not any obligations, including future, contingent or conditional, nor liabilities of the company that have not been duly entered in the financial statements (in the balance or not), including obligations under promissory notes, drafts of exchange, checks, guarantees, preliminary contracts for purchase-sales, loan agreements, lease agreements and/or other agreements, actual or contingent liabilities for any payments of pecuniary compensations or damages to third parties (9) The company does not have any due and payable public obligations to the Bulgarian sate within the meaning of Tax Proceedings Code VІІI. Termination of legal relations; 8.1. The Bank shall be entitled to terminate its legal relations with the Customer, to suspend the drawdown of the loan or sums under it and to initiate an enforcement procedure for redemption out of any of the collaterals established and the whole property of the CLIENT, CO-DEBTOR, GUARANTOR or a DEBTOR under a collateral contract unilaterally and without a prior written notice by any of the following grounds: (1) the Customer has provided the Bank with false information on the his/her/its financial standing and/or legal status, including in the presented declarations and/or warranties; (2) aggravated or possible deterioration in the financial standing of the Customer, including in the cases of increase of the financial risk by the Bank s sole discretion; (3) the Customer has not met his/her/its obligation to establish new or additional collateral to the Bank within the term defined. (4) the Customer has failed to make any payment due or has delayed payment due with more than 7 (seven) days or has made incomplete payment, under any agreement between the Customer and the Bank. (5) Imposition or registration of encumbrance over a collateral under this agreement which is not released within 10 (ten) days of its imposing, and within the Bank s sole discretion this encumbrance could have as a result any of the consequences below: a) hindrance and/or impediment of the investment project and/or the purpose of the credit; b) breach or creation of a risk for breach of the validity of the collateral, the rank of the collateral, or the privilege of the Bank; c) decrease of the value of the collateral. (6) The Client has executed without the Bank s approval through one or more transactions any change of ownership or pledge shares in the capital of the Borrower in co-relation to the capital as of the moment of the initial or first utilization of the credit executed Upon terminating the legal relations unilaterally the Bank shall set a reasonable term for settling its relations with him/her/it, except in cases when the final and immediate termination prevents possible damages. 8.3 (1) Fee shall not be due in case that the pre-term repayment of the investment loan has been made with proven and officially declared profits made in the course of the ordinary business activity of the Borrower or with resources from sale of Borrower s own assets, unless the sale is made to related person as per the provisions of paragraph I, para. 1 and 2 from the Additional Provisions of the Commercial Code or paragraph I, para. 1, point 4 from the Additional Provisions of the Law of Credit Institutions. (2) The client shall be obliged to pay fee in the amount of 6 % of the partially repaid amount of the loan in case that the pre-term repayment of the investment loan has been made through refinancing from another bank. (3) In all other cases of pre-term repayment of investment loans the Client shall be due for the payment of fee in the amount of 4 % from the repaid amount of the loan. 8.4 The Bank shall be obliged to make repayment of the investment loan in 2 working days term following submission of order for repayment and after full and final payment of all obligations as per the provisions of the concluded Investment Loan Agreement. For the term of 2 working days interest shall be accrued which shall be due by the client.

9 IX. Special conditions 9.1. In addition to these General Terms and Conditions, special conditions shall apply to particular types of business relations, for example to documentary letters of credit Uniform Rules and Practice for Documentary Letters of Credit drawn by the International Chamber of Commerce, Paris for the different types of operations The rights and obligations of the Bank as an investment broker and primary dealer of government bonds shall be settled in compliance with the applicable law The present General Terms and conditions of Piraeus Bank Bulgaria AD are amended with decision under Minutes 32 dated of the Executive Committee of Piraeus Bank Bulgaria AD. The General terms and conditions enter into force considering as of the date of their adoption or informing of the clients by the prescribed by the provisions of Art. 147b, paragraph 1 of the Consumers Protection Act. The General Terms and conditions represent integrate and inseparable part of each contract concluded by Piraeus Bank Bulgaria AD.. X. Applicable law and place of jurisdiction The business relations between the Bank and the Customer shall be governed by the Bulgarian law The courts, which possess the competent jurisdiction to settle any disputes, which may arise between the Bank and the Customer in the course of their business relations, shall be the Bulgarian courts.