Société d'investissements Financiers SAL. Terms & Conditions

Transcription

1 Terms & Conditions Regulated by Central Bank of Lebanon License # 7 Commercial Registration # Beirut Capital L.L 3,000,000,000 Paid in Full Zakhem Plaza Building, Kalaa Street, P.O. Box Sin El Fil, Lebanon Tel: Fax:

2 TERMS AND CONDITIONS All points set forth in this document are considered as the legal signature of Société d Investissements Financiers SAL. The Customer hereby declares that all transactions made or to be made with SIF SAL are subject to the General and Special Terms set forth herein. A. GENERAL TERMS 1. DEFINITIONS AND INTERPRETATION In this Agreement, the following terms shall have the meaning assigned to them here below: Account(s) Assets Available Margin Business Day means the account(s) (or related sub account(s)) bearing the records of the Transactions involving Assets and/or any investment account, trust account, custodian or trading account or any subaccount of any description opened in the name or on behalf of the Customer by SIF means all and any negotiable financial instruments or securities or fund units of any name, kind and description, in particular spot, term, future, options, swaps, derivatives, or structured financial instruments related to any types of stocks, debt instruments, government bonds, and other bonds issued by public entities, financial and commercial papers, certificates of deposit, currencies, precious metals, and commodities; unless otherwise specified herein; reference to Assets in this Agreement shall mean the Assets of the Customer in its Accounts with SIF. means such portion of the Margin which SIF deems to be available for use as security or credit support for the Transactions. means a day specified as such in the relevant confirmation or, if no day is specified, a day which is an opening day and: (a) in relation to any day on which a payment is required, a day on which commercial banks effect payment of the relevant currency in the place specified in the relevant confirmation or, if no place is specified, in the principal financial center for such currency; and (b) in relation to any day on which a delivery is required, a day on which commercial banks are open for business in the place specified in the relevant confirmation or, if no place is so Page 2 of 29

3 specified, in the financial markets relevant to the delivery. Customer Correspondent(s) General Credit & Margin Policies Introducing Broker Margin Margin Call Party Parties Prevailing Rates means [Insert name of Company] entering into this Agreement with SIF. means the persons and/or entities, whether affiliated to SIF or not, SIF may be brought to deal with in the course of the execution of the Services rendered in the name, on behalf and for the account of the Customer. The Customer shall not, for all intents and purposes and except if otherwise required by law, deal directly with any Correspondent. means the lending and margin rules and procedures and the Prevailing Rates related thereto as adopted and applied by SIF at the date of execution of this Agreement, and attached to this Agreement as Annex 1. The General Credit & Margin Policies may be amended from time to time by SIF, and are made available to the Customer at SIF s Head Office upon request. means SIF as and when it may be brought to render services limited to those of an introducing broker, provided however that, when SIF acting as Introducing Broker introduces the Customer to a third party, the Customer shall, for all intents and purposes, thereupon deal directly with such third party. The Customer shall deposit and/or maintain in his account, or otherwise as SIF directs, margin in compliance with all margin levels imposed by SIF from time to time. A demand notified to the Customer by SIF to deposit additional cash or securities in connection with any Transaction as required to satisfy any applicable laws, rules or regulations applicable in the regulated markets where such Transaction is executed, or to comply with SIF s General Credit & Margin Policies regarding margin requirements, or as may be deemed necessary or advisable by SIF at its sole discretion. means interchangeably the Customer or SIF. means together the Customer and SIF. means the fees, commissions, charges, disbursements and interest rates on any currency as adopted and applied by SIF at the date of execution of this Agreement, and attached to this Agreement as Annex 2. The Prevailing Rates may be amended Page 3 of 29

4 from time to time by SIF and are made available to the Customer at SIF s Head Office upon request. Rules and Policies Services or Transaction(s) means in addition to the General Credit & Margin Policies, SIF s internal rules, regulations and procedures adopted and applied by SIF at the date of execution of this Agreement, and as amended from time to time by SIF, related to the carrying out of any Transaction or Service including but not limited to the SIF internal Policies and Procedures manual. means (i) the operations and/or transactions on various negotiable financial instruments or securities or fund units of any name, kind and description, in particular spot, term, future, option, contracts for difference ( CFD ) and swap transactions, and transactions on derivatives or structured financial instruments related to any types of stocks, debt instruments, government bonds, and other bonds issued by public entities, financial and commercial papers, certificates of deposit, currencies, precious metals and commodities, (ii) portfolio management services related to financial instruments and other securities of any name, kind and description; (iii) individual and joint custody services, and (iv) in general any and all ancillary services and transactions as authorized by the Central Bank of Lebanon and the Bylaws of SIF, including cash transactions initiated or operated to the effect of completing any of the above. The Customer has been informed of the risks relating to the Transactions, as set out in the Special Trading Authorization document, attached to this Agreement as Annex 3. All transactions entered by SIF with or for, and on behalf of the Customer shall be subject to the applicable laws, including those relating to position limits and other limits. The Customer hereby undertakes to observe these limits. The contract specifications published by the stock exchange of reference where the Transactions are executed are also binding to the Customer. SIF means, a financial institution registered before the commercial registrar in Beirut, Lebanon under # and listed under # 7 on the list of Financial Institutions at the Central Bank of Lebanon, its successors, subsidiaries, affiliates or employees. 2. REPRESENTATIONS AND WARRANTIES Page 4 of 29

5 The Customer represents and warrants to SIF as of the date of this Agreement, and as of the date of delivery of each order and/or instruction that: 2.1 The Customer has the requisite power and authority to execute this Agreement; 2.2 The Customer shall provide SIF any and all documents (i) it requires, and/or required by (ii) government authorities or (iii) any other third party in order to hold Assets pursuant to this Agreement, failing which SIF reserves the right to sell the concerned Assets without prior notice pursuant to Section 7 of clause 3.2 of the Special Terms. In such event, the Customer shall bear all costs and expenses resulting from such holding and sale, and SIF shall not be held liable for any consequences of such sale; 2.3 The Customer, who has taken note of the Special Trading Authorization document, is familiar with all the operations and transactions on securities contemplated by the Customer and has the necessary investment experience and knowledge required for the operations and transactions in securities contemplated by the Customer and shall advise SIF in writing of any changes in experience and investment objectives; 2.4 The Customer shall comply with all Lebanese and foreign regulations applicable to the Customer or this Agreement. To this effect, the Customer has fulfilled and will fulfill all acts, authorizations and conditions required by the laws of the Customer s domicile, nationality and place of residence in order to enable him or his representatives to enter into, exercise his rights and perform his obligations under any agreement or transaction with SIF and to ensure that his obligations are binding, legal and valid; 2.5 All orders and/or instructions given by the Customer under this Agreement shall be in conformity with its corporate purpose and bylaws; 2.6 The Customer shall promptly notify SIF upon becoming aware of the details of any administrative proceedings, arbitration, circumstance, event or litigation which are current, pending or threatened and which might, if adversely determined, have a material adverse effect on the financial condition of the Customer or on the ability of the Customer to fulfill his obligations towards SIF; 2.7 The Customer shall inform SIF as soon as possible: 1. of any change of its legal form; 2. of any event affecting its capacity to act; 3. of any event likely to materially affect the Customer's financial situation; Page 5 of 29

6 4. of any amendment to the signatures featuring on the Customer s Specimen of Signature deposited with SIF. The Customer hereby acknowledges that no signature shall be recognized by SIF except for those included in said Customer's Specimen of Signature and further declares that any amendment to such specimen shall be immediately notified in writing to SIF, failing which SIF shall not be held liable for executing orders and/or instructions in reliance thereon; 2.8 Additionally, the Customer shall provide SIF, upon the latter s request, with any relevant information concerning the Customer's financial position, in particular its financial statements; 2.9 In case a power of attorney is executed by the Customer in favor of an individual or an entity in accordance with clause 4.4 of the General Terms, such power of attorney is valid, binding and compliant with all applicable rules and regulations. Further, the Customer shall promptly inform SIF in the event of revocation or termination thereof; 2.10 The Customer agrees to indemnify SIF immediately upon request, against any cost, loss or liability incurred directly or indirectly by SIF in performing its obligations under this Agreement, (Except in case of SIF s gross negligence or willful misconduct), and further agrees to indemnify and hold SIF harmless against any legal action asserted by any third party in relation with the performance of this Agreement; 2.11 The Customer acknowledges that SIF is not acting as a fiduciary for, or an adviser to the Customer and that, if advice is given, the Customer is free to rely or not on such advice and that by entering into any Transaction, the Customer will be relying on his own judgment and that of other advisors as he may have; 2.12 The Customer acknowledges that he has read, understood and taken independent accounting, legal and tax advice on the implications of this Agreement and he will do so for each and all agreements and Transactions that the Customer may enter with, or request from SIF; 2.13 SIF shall have the right to present this Contract, at any time, to any notary public for the purpose of giving the Contract true date; 2.14 In case the Customer wishes to invest in certain collective investment schemes, funds and openended investment companies or to invest in certain structured products, SIF, for the purpose of acting on the Customer s behalf, may be required to complete formal subscription documentation which will contain various representations, statements, undertakings and warranties to be provided on the Customer s behalf and the Customer hereby agrees to provide SIF with such representations, statements, undertakings and warranties in all due promptness and to be bound by them at all times; 3. ACCOUNTS 3.1 The Customer authorizes SIF at its absolute discretion to open/continue an Account in the Customer s name in SIF s books and at any time subsequently to open such further Account(s) of whatever nature in the Customer s name as the Customer may direct or as SIF may in its absolute discretion deem fit. Page 6 of 29

7 3.2 The Customer authorizes SIF to open such Accounts, to credit and to debit to the relevant Account: (1) such deliveries, funds, instruments, payments related to the Transactions contemplated therein; (2) the settlement of the Assets, charges, commissions, fees, interests, margin calls and purchase orders due to SIF or its correspondents; (3) income, interests, proceeds losses and profits pertaining to transactions in securities; and (4), in general, any amount due or to be received by the Customer as a result of the Transactions carried out on the Accounts. 3.3 SIF may accept or refuse any bank transfer made in favor of the Customer, without having to revert to the Customer or to request his authorization. 3.4 SIF shall have the right to reverse any entry in the Account that is: 1. recorded by error; or 2. pursuant to an uncollected negotiable instrument; or 3. the result of any transfer that has been revoked by the person giving the order or by the correspondent financial institution; or 4. resulting from forged cash money or commercial papers; or 5. that is the result of an act of forgery, fraud, money laundering or any other act in violation of the Law. 3.5 SIF may, without notice, debit the Account for any sums due by the Customer to SIF or SIF correspondents or counterparties. 3.6 SIF may in its absolute discretion suspend operations on the Account or any Transaction or Service relating to the Account at any time, for any reason whatsoever including but not limited to SIF s discretionary will, actions or inactions of third parties, the Customer s actions or inactions, as well as any circumstances caused by force majeure, acts of God, calamity, natural disaster, industrial actions, power and/or telecommunication failure, computer, hardware and/or software breakdown, war, acts of terrorism, civil strife or sabotage. 3.7 The Customer understands that when SIF carries out a Transaction for the Account of the Customer, SIF must follow the bylaws, constitution, customs, regulations, rules, rulings and uses of the exchanges or markets where the Transaction is executed and of any of the clearing houses and of any regulatory body which may have jurisdiction as well as SIF s Rules and Policies. 4. ORDERS AND INSTRUCTIONS 4.1 Execution of Orders and/or Instructions 1. Unless a power of attorney is duly executed and delivered to SIF in accordance with clause 4.4 hereunder, the Customer shall have the sole power to issue orders and/or instructions in Page 7 of 29

8 connection with the Accounts. Orders and/or instructions to operate the Accounts and/or to complete Transactions shall be given to SIF on Business Days in writing, by telephone, fax, online (through the internet) and/or any other form of communication acceptable to SIF and only within SIF s working hours as communicated to the Customer. Instructions sent and/or received outside such working hours will be considered received the next Business Day. The Customer understands and agrees that SIF may, from time to time and at its sole discretion, refuse to execute telephone instructions or require written instructions or settlement confirmation from the Customer. The Customer further understands and agrees that SIF may act as principal or as agent to the effect of completing certain Transactions. 2. Access to SIF s online facilities is made on an as is basis. SIF grants the Customer a (i) personal, (ii) non-exclusive, (iii) non-transferable and (iv) limited license to use the online facilities provided by a third party and/or affiliate, as provided herein, without conferring any proprietary right thereto. SIF makes no warranties, representations and/or guarantees whether express or implied, as to the fitness or merchantability of the online facilities and/or any hardware or software provided (the Online Facilities ), their content, reliability, operability and/or security. Given their nature, such Online Facilities may suffer failures, delays, malfunctions, damages and/or breaches which may lead to data loss and other damages, including to the Customers own systems, data and/or information. In no event will SIF or its directors, officers, employees, affiliates, correspondents or agents be liable for any such consequences. Furthermore, the Customer shall be liable to take all necessary measures to ensure the reliability and protection of its systems, hardware, software, connectivity, data and information. In order to start using the Online Facilities, the Customer is provided with a username and a preliminary password. The Customer is hereby bound, on its own and personal responsibility, to change the preliminary password and adopt a personal password immediately following the receipt of the username and a preliminary password. Each use of the Online Facility requires the use of the username and password by the Customer (the Access Info ). Such Access Info is the identification of the Customer and as a result, it is personal thereto. The Customer is solely and wholly liable for the confidentiality and protection of such Access Info. As a result, SIF is wholly justified to rely on any orders requested through the Online Facilities; however, should SIF believe that the Access Info has been compromised or is being used by an unauthorized person, it may, without notice, suspend the Customer s right to use the Online Facilities. The Customer acknowledges that it is fully informed about the Online Facilities operation and that, except in case of gross and willful negligence, SIF, as well as its directors, officers, employees, affiliates, correspondents or agents, are not liable in any way for the Customer s use of and/or trading through the Online Facilities, including any losses that may be incurred by the Customer, howsoever occasioned. The Customer shall be electronically notified of transactions it carries out through the Online Facilities, and the Customer hereby requests SIF not to forward such notification(s) thereto by Page 8 of 29

9 regular mail. 3. Reports of settlement sent by SIF to the Customer shall be deemed a final proof of execution by SIF of the order and/or instruction. In the event SIF discovers that an error has occurred in connection with a report of settlement sent to the Customer, SIF shall promptly notify the Customer of such error with no liability whatsoever on SIF s part. 4. For the protection of both SIF and the Customer, and as a tool to correct any misinterpretation, the Customer agrees that SIF is authorized at its sole discretion to monitor and/or record any or all telephone conversations between SIF and the Customer. The Customer also acknowledges that SIF shall be entitled to make use of such monitoring or recordings as legal evidence of the transmitted order and/or instruction and the features thereof before courts and/or other bodies if and when deemed appropriate by SIF. The Customer acknowledges that the telephone or written instruction shall prevail in the event of discrepancy between a confirmation of such instruction (whether the confirmation is given in writing or by telephone) and the instruction to which it relates when such confirmation is received after execution of the instruction. 5. SIF shall not be liable for delays or errors in the transmission or execution of any instructions or for any loss incurred due to the use and/or misuse of the applicable software or any other electronic mean by the Customer or any third party, or the breakdown, discontinuation or failure of such available transmission or communication facilities, or any other cause that is not directly due to SIF s willful misconduct or gross negligence. 6. SIF shall not be liable for the improper use of the means of identification provided to SIF or for instructions given by a person whom SIF genuinely believes to be the Customer or to have authority to give instructions on the Customer s behalf. In the event the Customer places an order or instruction which entails buying a given financial security denominated in a currency other than that which is available in the Customer s Accounts, the Customer understands and agrees that it will bear any costs or loss incurred due to the foreign exchange price fluctuation in addition to the applicable commissions on foreign exchange transactions and the applicable interest charges in accordance with the General Credit & Margin Policies. 7. Subject to the applicable Laws, SIF may aggregate a Customer s Orders with: (1) SIF s own orders, (2) orders of persons connected with SIF; (3) orders of other persons. Such aggregation may on some occasions operate to the Customer s advantage and on other occasions to the Customer s disadvantage. If the aggregation results in the Customer obtaining a less favorable price than would otherwise be the case, SIF may (but shall not be obliged) to allocate and apportion the elements and pricing of the trade between the Customer and other investors, at SIF s sole and absolute Page 9 of 29

10 discretion. Market conditions may not permit the Customer s aggregated order to be executed at once or in a single Transaction, SIF may therefore, execute it over such period as it deems appropriate and may report to the Customer a volume weighted average price for a series of Transactions so executed instead of the actual price of each Transaction and the Customer authorizes SIF to do so accordingly. 8. The Customer acknowledges that, in respect of dealings in financial products, SIF may at its absolute discretion execute all Transactions, orders from other persons and orders on SIF s own account in the sequence in which they are received and recorded, unless it would be fair and equitable to allocate such Transactions on a different basis. 4.2 Non execution of Orders and/or Instructions SIF may refuse to complete the Customer s orders and/or instructions if: 1. The Customer s orders and/or instructions do not comply with SIF s Rules and Policies or in the event SIF considers at its discretion that legitimate grounds support a refusal. 2. The Customer s orders and/or instructions are not clear or are incomplete; 3. SIF or its Correspondents at its/their sole discretion consider that the Customer s orders and/or instructions do not comply with laws, regulations and practices applicable in the regulated markets where such orders and/or instructions must be executed; 4. SIF deems that the Customer does not have the monies necessary to complete the Transaction(s); and 5. The Customer s trades order and/or instruction entails a request to trade on margin ; The Customer may in an instruction limit the price for which an asset may be bought or sold. However, the Customer acknowledges that placing contingent Instructions, such as a stop loss or stop limit orders, will not necessarily limit the losses of the Customer to the intended amounts since market conditions may make it impossible to execute such Instructions. Orders placed by the Customer are by default Day Orders valid until the end of the same trading session on the relevant exchange market, unless specified by the Customer as GTF (Good Till Friday) Orders. The Customer also acknowledges that some exchange markets may not allow GTF Orders. An Extraordinary Event means, in relation to any Transaction, any event which SIF in good faith believes to have a material adverse effect on that transaction and/or which SIF determines, in its absolute discretion is beyond the reasonable control of SIF and shall include without limitation any form of exchange control restriction or requirement of whatsoever nature affecting availability, convertibility, credit or transfers of currencies, commodities, precious metal, securities, financial instruments or funds, any form of debt or other moratorium on jurisdictions, individuals or entities, any devaluation Page 10 of 29

11 redenomination or demonetization of the underlying currencies, commodities, precious metals, securities or instruments of that transaction and/or any form of restriction or requirement which in SIF s good faith opinion adversely alters or changes the rights or obligations which SIF undertook upon the establishment of that transaction. A Price Disruption event means any event which SIF in good faith believes to have affected the calculation or determination of the settlement amount for any transaction and shall include without limitation, any suspension of /or limitation imposed on trading by the stock exchange of reference, the splitting of currency exchange rates into dual of multiple currency exchange rates, unavailability of currency exchange rates and/or any form of price disruption which in SIF s good faith opinion adversely alters or changes the rights or obligations which SIF undertook at the time of entering in such transaction. SIF shall inform the Customer of any refusal to execute an order or instruction orally or in writing, as soon as possible after such order or instruction has failed to be completed on any of the above grounds. 4.3 Cancellation of Orders: After transmitting an order or instruction, the Customer may seek to cancel said order by one of the means listed in clause 4.1 (1) of these General Terms. As soon as practicable upon being informed of such request of cancellation, SIF shall make its best efforts to cancel the relevant order, but in no event shall SIF be held liable if the cancellation request is not successful. 4.4 The Customer may appoint any person or entity who shall be authorized to forward to SIF any orders and/or instructions in the Customer's name and for the Customer's account after delivery to SIF of a power of attorney in a form and substance deemed satisfactory by SIF. 4.5 Joint Account (and) 1. All duties, obligations and liabilities of each joint Account holder towards SIF shall be joint and several and shall bind each joint Account holder. 2. SIF shall only take instructions and confirmations if given by all the joint Account holders unless otherwise notified in writing by such joint Account holders. 3. SIF reserves the right to refuse to take any subsequent instruction or to request that the instruction be, until further joint notice, given in writing by all the Account holders acting jointly. 4. Notwithstanding any instruction to the contrary given by any joint Account holder, SIF may give margin calls, confirmations or other information related to the joint Account to any one of the joint Account holders, in which case SIF will be considered to have given it to all the joint Account holders. Page 11 of 29

12 5. In the event of litigation between the co holders regarding the joint Account, SIF is entitled to freeze the Account from the date of its written notification of said litigation until an enforceable judgment is rendered and this without prejudice to SIF s other rights and remedies. 4.6 Joint Account (and/or) 1. The joint accounts (and/or) are governed by the Lebanese Law dated 19/12/1961 governing joint accounts. 2. All duties, obligations and liabilities of each joint Account holder towards SIF shall be joint and several and shall bind each joint Account holder. 3. SIF may rely on instructions and confirmations given by one of the joint Account holders and shall treat such instructions and confirmations as if they were given by all the joint Account holders. 4. Notwithstanding any instruction to the contrary given by any joint Account holder, SIF may give margin calls, confirmations or other information related to the joint Account to any one of the joint Account holders, in which case SIF will be considered to have given it to all the joint Account holders. 4.7 SIF is not bound to inform the joint Account holders of any instruction and/or confirmation conducted by any one of them, or to accept any request to deny /limit any of the Account holders his right to operate the joint Account. 5. TRANSFERS BETWEEN ACCOUNTS AND OFFSETTING 5.1 The Customer understands and agrees that: 1. When dealing with Correspondents or otherwise, SIF may commingle the Assets of the Customer with any Assets held for other customers with SIF and/or Assets of SIF; 2. SIF may transfer interchangeably between any Accounts any or all of the Assets so held; 3. SIF shall not be required to deliver to the Customer the same Assets but only Assets of the same kind and amount. 5.2 The Customer s signature on this Agreement shall be deemed as an authorization by the latter to offset any or all of the Accounts held or which will be held by the Customer with SIF. 6. TRANSACTION REPORTS AND STATEMENTS OF ACCOUNT 6.1 The books and records of SIF shall be deemed a final proof of any and all entries, accounts or balances related to the Services rendered hereunder. 6.2 Reports of settlements and statements of account shall be final and deemed approved by the Page 12 of 29

13 Customer, and the Customer waives any right to challenge the content thereof if not objected to in writing within 7 Business Days after such document(s) have been dispatched to the Customer by mail or otherwise by any means agreed upon by the Customer. However, SIF may at any time correct any statement to rectify any error therein which has been proved to its satisfaction or otherwise. 7. LIEN PROVISIONS AND REMEDIES 7.1 All Assets held or purchased by or through SIF shall be subject to a lien in its favor for the discharge of all the Customer s indebtedness and any other obligations that the Customer may owe to SIF, and such Assets may be held by SIF as security for the payment of any such obligations or indebtedness to SIF in any account opened in the name of the Customer with SIF. 7.2 SIF is authorized whenever it deems it advisable from time to time and without notice to the Customer to pledge, re pledge, hypothecate in proportion to the amount the Customer owes SIF pursuant to Article /164/ of the Lebanese Code of Money and Credit the Assets of the Customer with any Assets held for other Customers with SIF. 7.3 SIF shall benefit from the rights and remedies available to a secured creditor under any applicable law in addition to the rights and remedies provided for herein. 7.4 SIF may automatically and without notice to the Customer sell all or part of the Assets in the following cases: 1. as determined by applicable laws and regulations in Lebanon or by regulations governing regulated markets where the Assets are traded; 2. in the event SIF deems it necessary to liquidate all or part of the Assets so as to comply with the regulations of the Central Bank of Lebanon including Basic Circular n /2/ of 22 October 1998 and its amendments; and 3. in connection with Transactions in order to recover all or part of the deficiency as may be required in any Accounts or, as to comply with Margin requirements. 8. PAYMENT OF INDEBTEDNESS UPON DEMAND 8.1 The Customer shall at all times be liable for the payment of any amount advanced, debit balance, margin or other obligations owing in any of its Accounts with SIF, and shall be liable to SIF for any indebtedness in any of its Accounts. 8.2 In the event of liquidation, in whole or in part, of any of the Accounts by SIF or by the Customer, the latter shall make payment upon demand of any debit balance, obligation and indebtedness, including interest and commissions, and any collection costs, including attorney s fees when so incurred by SIF. Page 13 of 29

14 8.3 Any unpaid amount shall automatically be subject to a penalty fee at the rate then applied by SIF, which shall be added to the applicable interest. 9. BANKING SECRECY 9.1 The Customer hereby authorizes SIF, as per the Banking Secrecy Law of 3 September 1956, to lift the banking secrecy on the Customer s Account and information as may be required from time to time when dealing with Correspondents or by the regulatory authorities namely the Central Bank of Lebanon, the Banking Control Commission or any legal authority or tribunal in Lebanon or abroad, and to provide such entities with the Customer s full identity and all or part of the information pertaining to a certain Transaction. 9.2 The Customer agrees without any reservations to allow the lift of the banking secrecy on any of its Accounts with SIF to the extent authorized by the banking laws and regulations to the effect of enabling the Banking Control Commission to inspect the proper application of the Accounts. 10. COMPLIANCE WITH TAX REGULATIONS 10.1 The Customer agrees to comply with the tax regulations in force in any jurisdiction as may be applicable to the Services or to any earnings or benefits related to the Accounts. The Customer acknowledges and understands that the Customer and its tax advisor(s) remain solely responsible for the management of the Customer's tax affairs The Customer agrees to bear all taxes pertaining to the Services rendered by SIF under this Agreement. SIF is entitled to deduct any such taxes from the monies held in the Accounts by debiting the same The Customer acknowledges that SIF shall have the right to withhold and retain at source such taxes where and when it is required by any applicable laws and for the account of any tax authority. 11. ANTI MONEY LAUNDERING DISCLAIMER 11.1 The Customer agrees that SIF assumes no responsibility for the non execution by SIF or by any Correspondent of any payment order or any other banking operation which may result from the application of sanctions or embargo regulations SIF shall have the right to disclose any information required under the applicable anti money laundering rules and regulations, and, for this purpose, the Customer hereby relieves SIF from the banking secrecy obligation The Customer also undertakes to provide SIF with all necessary information or data as may be required from time to time in this respect. Page 14 of 29

15 12. RISKS 12.1 The Customer declares that it (i) has read and approved the Special Trading Authorization document, the terms of which it has accepted, and (ii) is fully aware of the risks implied in the Transactions contemplated hereunder in particular those attached to options, futures, foreign exchange transactions, operations on derivatives, CFDs and margin trading, including that a number of these Transactions are over the counter (OTC) and as a result, are not listed or available on an officially recognized stock exchange, but traded in direct negotiation between buyers and sellers, which subjects the Customer to substantial risks relating to the financial stability and/or solvency of the counterparty to a Transaction. The Customer understands and acknowledges that it may be exposed to losses exceeding the size of its investment and that SIF is entitled to its fees, commissions and interests irrespective of the results of the Transactions undertaken by SIF for the Customer s account The Customer authorizes SIF to sign on its behalf the Risk Declaration as may be required from time to time by a Correspondent during the term of this Agreement. The Customer acknowledges that it shall be bound by such Risk Declaration. 13. CREDIT REVIEW 13.1 The Customer authorizes SIF to make an investigation on its business credit and/or the personal credit of its beneficial owners if and when deemed necessary by SIF The Customer understands an investigation may be carried out pertaining to its credit standing. 14. CLOSING THE ACCOUNT 14.1 SIF is entitled, at its sole discretion, at any time and for any reason, to close all or any of the Accounts without any prior written notice to the Customer, provided the Customer is subsequently notified of such closing. 15. EVIDENCE 15.1 The Customer hereby declares and agrees that the records and accounts, including but not limited to computer records and printouts, voice recordings, confirmations of transactions, facsimiles, s, letters, messages, microfilms, statements of accounts and valuation statements of SIF shall, in the absence of manifest error or omission, be conclusive, true and binding on the Customer and the Customer undertakes not to challenge, contest, or object to same for any reason whatsoever. The Customer hereby irrevocably waives any right which may entitle him to apply for the auditing of SIF s accounts and records by any arbitral tribunal, court or person, or for the production of these accounts and records to the arbitral tribunal or court. In case of errors or omissions on the part of SIF, the latter shall have the right to rectify such errors or omissions. 16. CURRENCY EXCHANGE Page 15 of 29

16 16.1 If the Customer makes a trade involving a security that is denominated in a currency other than the currency of the account in which the trade is to settle, a conversion of currency may be required and in all such transactions, and at any time that a conversion of currency is made, SIF may act as principal with the Customer in converting the currency at rates established or determined by SIF or parties related to SIF which may earn revenue, in addition to the commission applicable to such a trade, based on the difference between the applicable bid and ask rates for the currency and the value at which the rate is offset either internally, with a related third party or in the market. Conversion of currency, if so required, will take place at the trade date unless otherwise agreed. 17. TERMINATION 17.1 Either Party may terminate this Agreement without penalty forthwith upon serving a written notice to the other, without prejudice to any outstanding/existing Transaction, dues, rights and/or obligations Any Transaction in progress at the date of termination shall be completed by SIF as soon as reasonably practicable. SIF is hereby authorized to reduce/withdraw from the Customer s Account all fees, costs, charges, expenses and liabilities due by the latter at the termination date In the event of termination, only instructions to liquidate positions and transfer out will be accepted from the Customer. SIF will only pay to the Customer the proceeds of sale, dividends, coupons or interest ensuing from the executed Transactions after SIF has received the related payment from its Correspondent(s) When an Account is closed following termination of this Agreement, SIF will notify the Customer if and when any (i) tax or (ii) dividend resulting from a short sale or (iii) other amount of any nature is due in connection with a Transaction conducted while the Agreement was in force; and the Customer must promptly settle the requested amount to SIF. This clause shall survive the termination of this Agreement Following termination of this Agreement, and should the Customer wish to reactivate its Account(s) with SIF, a new account will be opened by SIF in the name of the Customer and the Parties shall enter into a new customer agreement to such effect SIF reserves the right at any time and at its own discretion to terminate all or any of the Accounts and Services and any existing business connections and in particular to cancel Facilities which it has granted and furthermore to demand repayments of debts of any nature without further notice Upon termination of all or any of the Accounts and/or Services or in the event of any dispute between the Customer and SIF, and without prejudice to any other right of SIF hereunder and/or under any of the Terms and Conditions and/or otherwise at law, any sums due and payable to SIF in respect of the relevant Accounts and/or Service(s), including the whole or part of any fees or any other sums which are periodically payable (such amounts being correspondingly proportionate to the period which Page 16 of 29

17 has elapsed prior to the date of termination), shall immediately be paid to SIF and SIF shall immediately or at any time thereafter, at SIF s absolute discretion, have the right to do one or more of the following: 1. close out, without notice or further liability to the Customer, all or part of any Transaction or any other commitments made on behalf of the Customer or with the Customer by determining its value in good faith as of the date of the close out or as soon as practicable after the close out; 2. suspend, indefinitely or otherwise, or terminate any or all Account(s) opened and maintained in the name of the Customer or SIF s relationship with the Customer and accelerate any and/or all liabilities of the Customer to SIF so that they shall become immediately due and payable; 3. to liquidate any or all of the Customer s positions, whether these positions are long or short, open or otherwise; and 4. apply any amounts of whatsoever nature standing to the credit of the Customer against any amounts which the Customer owes to SIF, or generally to exercise SIF s right of combination and/or set off against the Customer, and/or thereafter demand any shortfall from the Customer, and/or hold any excess pending full settlement of any obligations of the Customer If SIF determines that there have been no Transactions conducted by the Customer in connection with the Account for an extended period, the duration of such period to be determined by SIF from time to time in its sole discretion, SIF may designate such Account as a dormant account ( Dormant Account ) Upon the designation by SIF of any Account as a Dormant Account, the Customer acknowledges and accepts that SIF shall: 1. not be obliged to send any further statement of accounts to the Customer, unless otherwise required by applicable laws; 2. be entitled to impose charges; and 3. be entitled to close such Dormant Account Without limitation to the generality of the foregoing, SIF may, at any time and from time to time, close any of the Accounts and discharge SIF s entire liability with respect to the Account by notice in writing to the Customer (at the address of the Customer for correspondence last known to SIF) giving, together with such notice a draft or cheque in the currency of the Account without recourse to SIF as drawer, payable to the Customer s order, in the amount of the credit balance in the Account as at the date of such notice together with such other documents (if any) as may be necessary to transfer to the Customer such claims as SIF may have on such funds. SIF shall thereafter be released from any further obligations in relation to that Account. Page 17 of 29

18 Notwithstanding the foregoing, closure of Account(s) or termination of all of the Services shall not affect the provisions relating to indemnities and the rights, powers and benefits of SIF set out in the Terms and Conditions. No interest will accrue or be paid by SIF on unclaimed balances from a closed account. 18. AMENDMENT AND WAIVER 18.1 The Customer agrees that SIF may change the terms of this Agreement at any time by giving the former a prior notice to such effect By continuing to benefit from SIF s Services, the Customer acknowledges acceptance of such changes. 19. EXERCISE OF RIGHTS 19.1 Any failure or delay by SIF to exercise any of its rights or prerogatives or measures agreed upon herein or to which it is otherwise entitled shall not be deemed a waiver of said right or prerogative or measure and shall not prevent SIF from exercising the same in the future. 20. APPLICABLE RULES AND REGULATIONS 20.1 This Agreement shall be subject to Lebanese laws, including without limitation the rules and regulations, interpretations, practices, usages and decisions of the Central Bank of Lebanon, notably Basic Circular n /2/ dated 22/10/1998, Basic Circular nº/27/ dated 28/06/1996, Law n /234/ dated 10/06/2000, Law nº/159/ dated 27/12/1999, SIF s Rules and Policies as well as the terms and conditions set forth herein The Customer understands and agrees that certain Transactions made on its Accounts may be governed by foreign laws and jurisdictions, and hereby declares that it accepts all risks involved in this respect and shall abide by and be subject to such foreign laws and regulations. 21. DISPUTE RESOLUTION 21.1 Any dispute between the Parties arising under, out of, in connection with, or in relation to this Agreement or the breach thereof which the Parties cannot amicably settle between themselves, fall under the exclusive jurisdiction of the courts of Beirut, Lebanon This Agreement and SIF s records shall constitute an executable deed as per article 847 of the Lebanese code of civil procedure, directly enforceable before the competent enforcement department, and the opposition thereto shall not interrupt the enforcement. The Customer acknowledges that SIF may (i) take any legal measures and to resort to any enforcement procedure against its funds and assets, Page 18 of 29

19 without having to follow a particular order in the enforcement, nor to distinguish between its movable or immovable assets, as well as (ii) take any conservatory measure on these assets wherever they are located. Furthermore, the Customer hereby waives all rights it may be entitled to under articles 979, 980 and parag. 2 of 829 of the Lebanese code of civil procedure, as well as any right in any other law(s) relating to (i) the request of additional time to settle the debt or pay the interest, (ii) the opposition to the books and records of SIF, or (iii) any other matter in this regard Notwithstanding the foregoing, nothing in this Agreement shall be construed to prevent SIF as it deems necessary from seeking injunctive, interim, conservatory or other relief or remedy in any other competent court or tribunal, in Lebanon or abroad, to enforce any of the provisions of this Agreement. 22. ENTIRE AGREEMENT 22.1 This Agreement and any existing or future attachments thereto constitute the entire Agreement between the Parties and cancel and supersede all prior agreements and representations by either Party whether oral or written. 23. NOTICE 23.1 The Customer agrees to be notified by , fax, simple letter or registered letter or likewise. All said notifications are deemed for the purpose of this Agreement to be written notifications. It shall be deemed notification if the , fax or mail is respectively sent to the , fax or mailing address indicated in the Customer Identification Form filled by the Customer. Such addresses or numbers shall be considered unchanged as long as the Customer has not notified SIF of any change thereto by registered mail with acknowledgment of receipt. 24. INFORMATION TO CUSTOMER 24.1 Should SIF exercise any of its rights or remedies set out under this Agreement that do not require the customer s notification, it shall thereafter exert reasonable efforts through the means available thereto to inform the Customer of its exercise of such right or remedy. 25. EFFECT OF LAW OR RULE CHANGE 25.1 In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such finding or holding shall only affect the provision(s) in question and the application of all other provisions of this Agreement shall not be affected. 26. ASSIGNMENT OF THE AGREEMENT 26.1 This Agreement may be assigned by SIF to any other entity. SIF will notify to the Customer the Page 19 of 29

20 identity and contact details of the entity to which this Agreement is assigned. SIF may freely subcontract and/or delegate the performance of some of its obligations to third parties. The Customer may not assign this Agreement without the prior written consent of SIF. B. SPECIAL TERMS 1. SCOPE OF SERVICES 1.1 SIF agrees to provide the Services on behalf, in the name and for the account of the Customer in accordance with the laws and regulations in force and applicable at the date of rendering such Services as well as with the terms and conditions set forth herein. 1.2 SIF further agrees to provide such additional and/or ancillary services under such terms and conditions as may be agreed from time to time between SIF and the Customer. 2. SIMILAR TRANSACTIONS NO CONFLICT OF INTEREST 2.1 The Customer acknowledges and agrees that SIF may engage in transactions similar to the Transactions performed hereunder or otherwise may hold direct or indirect interests similar to those deriving from the Transactions and do not constitute a potential conflict of interest with the Customer. This acknowledgement shall be deemed as a general waiver by the Customer of its right to receive specific information about such similar transactions. 3. ACCOUNTS 3.1 Account Opening and Operation SIF is hereby authorized to open and maintain such number of Accounts to the effect of recording all Transactions carried out on behalf, in the name and for the account of the Customer. SIF is hereby authorized to open, hold and maintain as many Accounts as may be required for the booking and recording of Transactions, activities and operations in accordance with SIF's chart of account and booking system to reflect the Transactions by nature, category, type etc. 3.2 Margin Requirements Accounts / Special Provisions 1. Within the limits of applicable laws and regulations and in compliance with SIF s General Credit & Margin Policies, SIF may at its own discretion grant the Customer short term loans and/or credit facilities and/or margins (the Debtor Account(s) or the Margin Account(s) as the context requires) in the amounts and currencies as per such terms as may be acceptable to SIF to the effect of financing specific Transactions. SIF and the Customer shall enter into a separate Page 20 of 29

21 agreement to such effect. If and when granted by SIF, the Debtor Accounts or the Margin Accounts shall be deemed requested and accepted by the Customer. 2. By signing this Agreement, the Customer acknowledges that SIF, its successors and assignees shall be authorized in the ordinary course of business to lend, re lend, hypothecate, rehypothecate, pledge or re pledge, to SIF itself or to third parties, separately or together with the Assets of others, any Assets which SIF may be carrying for the Customer on margin. This authorization shall apply to the Account(s) and shall remain in full force and effect until written notice of revocation is received by SIF. 3. The Customer hereby warrants that it shall execute any pledge agreement should the same be required to comply with the provisions of Decree Law n /46/ dated 20/10/1932, Basic Circular n /2/ dated 22/10/1998 as well as Article /264/ and seq. of the Lebanese Code of Commerce. 4. SIF is authorized to take any steps or measures to the effect of securing any pledge over the Customer s Assets, including but not limited to informing the relevant entities/authorities of such pledge arrangements. The Customer undertakes to perform such acts or execute such documents and/or agreements as may be necessary to implement the foregoing. 5. The Customer acknowledges that SIF may at its discretion suspend and settle any Debtor Account and that such account shall automatically bear interest in SIF's favor. 6. The Customer agrees to maintain in its Accounts with SIF such positions and Margins as required by all applicable rules, regulations, procedures and practices, or as deemed necessary or advisable by SIF, or otherwise as required by SIF in its sole discretion so as to comply with its General Credit & Margin Policies, and where applicable, to satisfy any and all Margin Calls issued in connection with the Transactions. Taking into account the current and following provisions, it is hereby acknowledged by the Customer that (i) such margin(s) must be kept at the levels set out in the General Credit & Margin Policies, which may be amended by SIF at anytime, in its sole discretion, (ii) the required Margins continuously change, and they must be continuously met, (iii) the Customer is solely responsible to ensure that there are sufficient Margin(s) at all times in its account(s), and (iv) that SIF is under no obligation whatsoever to issue any Margin Calls or notifications should the Available Margin(s) in the Customer s Account(s) not be sufficient, as well as that, if SIF carries out such calls or notifications, it does so as a courtesy to the Customer, without any obligation or liability on its behalf whatsoever. Should the Customer fail to keep sufficient Margins as set out above, SIF (i) may close and/or liquidate any of the Customer s orders, even if at loss, as well as refuse to accept new orders, and (ii) shall not be liable for any possible losses, damages or expenses resulting therefrom. The Customer acknowledges that SIF may, at its own discretion, permit the continuance of the trading, even if the Margin(s) was reached or exceeded; and that, on the other hand, SIF may, at its discretion, set its systems to automatically liquidate positions in case of insufficiency of Page 21 of 29