Common use of Lender Status Confirmation Clause in Contracts

Lender Status Confirmation. (a) In respect of an Italian Obligor, each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; (ii) a Qualifying Lender other than a UK Treaty Lender; or (iii) a UK Treaty Lender. (c) In respect of a US Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; or (ii) a Qualifying Lender within paragraph 19.5. (d) If a New Lender fails to indicate its status in accordance with this Clause 19.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Obligors). If in respect of an Italian Obligor, any Lender fails to indicate the status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit. (e) For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any failure of any Lender to comply with this Clause 19.5.

Lender Status Confirmation. (ai) In respect of an Italian Obligor, each Each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK Borrower, each Lender which becomes a Party party to this Agreement after the date of this Agreement shall indicate, confirm in the Transfer Certificate or Assignment Agreement which documentation it executes on becoming a Partyparty hereto, and for the benefit of the Administrative Agent and without any liability to any Obligorthe applicable Loan Party, which of the following categories it falls inin for the purposes of any Loan to the applicable Loan Party: (iii) not a UK Qualifying Lender; (iiiii) a UK Qualifying Lender (other than a UK Treaty Lender; or) (iiiiv) a UK Treaty Lender. (c) In respect of Lender If a US Borrower, each Lender which becomes a Party party to this Agreement after the date of this Agreement shall indicate, in respect of an advance to the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; or (ii) a Qualifying Lender within paragraph 19.5. (d) If a New Lender applicable Loan Party fails to indicate its status in accordance with this Clause 19.5 pursuant to the previous sentence, then such New Lender shall be treated for the purposes of this Agreement (including by each Obligorthe applicable Loan Party) as if it is not a UK Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall promptly inform the Obligorsapplicable Loan Party). If in respect For the avoidance of an Italian Obligordoubt, any document pursuant to which a Lender fails becomes party to indicate the status this Agreement shall not be invalidated by any failure of a Lender to comply with this Section 3.01(k). (v) A Lender which is a UK Qualifying Lender solely by virtue of paragraph (b) of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such definition of UK Qualifying Lender shall with respect upon entering into this Agreement give a UK Tax Confirmation by delivering a written notice to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall promptly inform the Borrower) or applicable Loan Party). Such a Lender shall promptly notify the Relevant Sub-Participant provides Administrative Agent if there is any change in the position from that set out in the UK Tax Confirmation, following which the Administrative Agent with such Affidavitshall notify the applicable Loan Party. (evi) For the avoidance applicable Loan Party shall promptly upon becoming aware that it has to make a UK Tax Deduction (or that there is any change in the rate or the basis of doubta UK Tax Deduction) promptly notify the Administrative Agent accordingly. Similarly, a Transfer Certificate or Assignment Agreement Lender shall not be invalidated by any failure notify the Administrative Agent on becoming so aware in respect of any Lender a payment payable to comply with this Clause 19.5that Lender, and the Administrative Agent shall notify the applicable Loan Party.

Lender Status Confirmation. (a) In respect of an Italian Obligor, each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK Borrower, each Each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement Increase Confirmation which it executes on becoming a Party, and for the benefit of the Facility Agent and without any liability to any Obligor, which of the following categories it falls in, in respect of each Obligor: (i) not a Qualifying Lender; (iia) a Qualifying Lender (other than a UK Treaty Lender); (b) a Treaty Lender; or (iii) a UK Treaty Lender. (c) In respect of a US Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; or (ii) a Qualifying Lender within paragraph 19.5. (d) . If a New Lender fails to indicate indicated its status in accordance with this Clause 19.5 12.7 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Facility Agent which category applies (and the Facility Agent, upon receipt of such notification, shall inform the ObligorsCompany). If in respect of an Italian Obligor, any Lender fails to indicate the status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit. (e) For the avoidance of doubt, a Transfer Certificate or Assignment Agreement Increase Confirmation shall not be invalidated by any failure of any a Lender to comply with this Clause 19.512.7. (b) Each Lender which becomes Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Facility Agent and without any liability to any Obligor, whether it is or not a Swiss Qualifying Bank. Each Lender shall notify the Company and the Facility Agent in writing if it ceases to be a Swiss Qualifying Bank, whereby such notification shall be given, if possible, at least 20 Business Days prior to ceasing to be a Swiss Qualifying Bank. If, as a result of such Lender ceasing to be a Swiss Qualifying Bank, a Swiss Borrower will not be in compliance with the Swiss 10 Non-Bank-Rule or the Swiss 20-Non-Bank-Rule, the Facility Agent may require such Lender to transfer its Loans under this Agreement to an Existing Lender or a Swiss Qualifying Bank.

Lender Status Confirmation. (a) In respect of an Italian Obligor, each Each Lender which becomes a Party to this Agreement after the date in respect of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate an advance to an Obligor incorporated in the Transfer Certificate or Assignment Agreement which it executes on becoming a PartyUnited Kingdom, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; (ii) a Qualifying Lender (other than a UK Treaty Lender); or (iii) a UK Treaty Lender. (cb) In respect of a US Borroweraddition, each Lender which becomes a Party to this Agreement in respect of an advance to an Obligor that is a US Person (for the avoidance of doubt, including each of the Company and the Original Borrower), after the date of this Agreement shall indicate, in the Transfer Certificate or Certificate, Assignment Agreement or Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories whether or not it falls in: (i) not is a Qualifying Lender; or (ii) a US Qualifying Lender within paragraph 19.5(other than a US Treaty Lender) or a US Treaty Lender. (dc) If a New Lender or Increase Lender fails to indicate its status in accordance with this Clause 19.5 18.5 then such New Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender or US Qualifying Lender (as appropriate) until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the ObligorsCompany). If in respect of an Italian Obligor, any Lender fails to indicate the status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit. (e) For the avoidance of doubt, a Transfer Certificate or Certificate, Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of any a Lender to comply with this Clause 19.518.5.

Lender Status Confirmation. (a) In respect of an Italian Obligor, each Each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Certificate, the Assignment Agreement or the Increase Confirmation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, Party as a Lender which of the following categories it falls ininto in respect of each category of payment: (i) in respect of a French Borrower: (A) not a French Qualifying Lender; (iiB) a French Qualifying Lender (other than by virtue of being a UK French Treaty Lender); or (iiiC) a UK French Qualifying Lender by virtue of being a French Treaty Lender (on the assumption that all procedural formalities have been completed); and (ii) in respect of a Luxembourg Borrower: (A) not a Luxembourg Qualifying Lender; (B) a Luxembourg Qualifying Lender (other than by virtue of being a Luxembourg Treaty Lender); or (C) a Luxembourg Qualifying Lender by virtue of being a Luxembourg Treaty Lender (on the assumption that all procedural formalities have been completed). (cb) In respect Upon written request of a US Borrowerthe Company to an Original Lender (such request to be given no later than fifteen (15) Business Days before the first interest payment date), each that Original Lender which becomes a Party shall indicate to this Agreement after the date of this Agreement shall indicateCompany and the Agent, before the first interest payment date, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls inin respect of each category of payment: (i) in respect of a French Borrower: (A) not a French Qualifying Lender; (B) a French Qualifying Lender (other than by virtue of being a French Treaty Lender); or 81 Project Meria: Senior Facilties Agreement (C) a French Qualifying Lender by virtue of being a French Treaty Lender (on the assumption that all procedural formalities have been completed); and (ii) in respect of a Luxembourg Borrower: (A) not a Luxembourg Qualifying Lender; (B) a Luxembourg Qualifying Lender (other than a Luxembourg Treaty Lender); or (iiC) a Luxembourg Qualifying Lender within paragraph 19.5by virtue of being a Luxembourg Treaty Lender (on the assumption that all procedural formalities have been completed), and, upon such request, the relevant Original Lender shall also indicate to the Company and the Agent that it is not incorporated or acting through a Facility Office situated in a Non-Cooperative State. (dc) If an Original Lender, a New Lender or an Increase Lender fails to indicate its status in respect of a Borrower in accordance with this Clause 19.5 paragraphs (a) or (b) above (as applicable) then such Original Lender, New Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligorthe Borrower) as if it is not not: (i) a French Qualifying Lender (in the case of a failure to indicate its status under paragraph (a)(i) above or paragraph (b)(i) above); or (ii) a Luxembourg Qualifying Lender (in the case of a failure to indicate its status under paragraph (a)(ii) above or paragraph (b)(ii) above), until such time as it notifies the Agent and the Company which category applies (and the Agent, upon receipt of such notification, shall inform the Obligors)applies. If in respect of an Italian Obligor, any Lender fails to indicate the status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit. (e) For the avoidance of doubt, a Transfer Certificate or Certificate, Assignment Agreement or Increase Confirmation shall not be invalidated by any failure of any a Lender to comply with this Clause 19.514.7. (d) Each Lender which becomes a Party after the date of this Agreement shall also specify, in the Transfer Certificate, the Assignment Agreement or the Increase Confirmation which it executes on becoming a Party, that it is not incorporated or acting through a Facility Office situated in a Non-Cooperative State.

Lender Status Confirmation. (a) In Each Original Lender confirms for the benefit of the Agent and without liability to any Obligor that it is a Qualifying Lender with respect to each Borrower as of an Italian Obligor, each the date of this Agreement. (b) Each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) Signing Date shall indicate indicate, in the Transfer Certificate Certificate, Assignment Agreement, Increase Confirmation or Assignment Agreement Additional Facility Notice or other documentation which it executes on becoming a Party, and for the benefit of the Agent and and, subject to paragraph (c) below, without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, Obligor which of the following categories it falls in: (i) not a Qualifying Lender; (ii) a French Qualifying Lender (other than a French Treaty Lender); (iii) an Irish Qualifying Lender (other than an Irish Treaty Lender); (iv) a UK Qualifying Lender (other than a UK Treaty Lender); (v) a US Qualifying Lender; (vi) a French Treaty Lender; (vii) an Irish Treaty Lender; or (iiiviii) a UK Treaty Lender. (c) In respect of If such a US Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; or (ii) a Qualifying Lender within paragraph 19.5. (d) If a New Lender fails to indicate its status in accordance with this Clause 19.5 18.5, then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (or which categories apply) (and the Agent, upon receipt of such notification, shall inform the Obligors’ Agent). If in respect of an Italian Obligor, any Lender fails to indicate the status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit. (e) For the avoidance of doubt, the documentation which a Transfer Certificate or Assignment Agreement Lender executes on becoming a Party shall not be invalidated by any failure of any a Lender to comply with this Clause 19.518.5. (d) Such Lender shall also specify, in the documnentation which it executes upon becoming a Party, whether it is incorporated or acting through a Facility Office situated in a Non-Cooperative Jurisdiction. For the avoidance of doubt, the documentation which a Lender executes on becoming a Party shall not be invalidated by any failure of a Lender to comply with this paragraph (d). (e) If a Lender becomes aware that it is not, or ceases to be, a Qualifying Lender, it shall as soon as is reasonably practicable notify the Agent. If the Agent receives such notification from a Lender it shall as soon as is reasonably practicable notify the Obligors’ Agent.

Lender Status Confirmation. (ai) In respect of an Italian Obligor, each Each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK Borrower, each Lender which becomes a Party party to this Agreement after the date of this Agreement shall indicate, confirm in the Transfer Certificate or Assignment Agreement which documentation it executes on becoming a Partyparty hereto, and for the benefit of the Administrative Agent and without any liability to any ObligorJxxxxx UK, which of the following categories it falls inin for the purposes of any Loan to Jxxxxx UK: (iii) not a UK Qualifying Lender; (iiiii) a UK Qualifying Lender (other than a UK Treaty Lender; or) (iiiiv) a UK Treaty Lender. (c) In respect of Lender If a US Borrower, each Lender which becomes a Party party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit respect of the Agent and without liability an advance to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; or (ii) a Qualifying Lender within paragraph 19.5. (d) If a New Lender Jxxxxx UK fails to indicate its status in accordance with this Clause 19.5 pursuant to the previous sentence, then such New Lender shall be treated for the purposes of this Agreement (including by each ObligorJxxxxx UK) as if it is not a UK Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall promptly inform the ObligorsJxxxxx UK). If in respect For the avoidance of an Italian Obligordoubt, any document pursuant to which a Lender fails becomes party to indicate the status this Agreement shall not be invalidated by any failure of a Lender to comply with this Section 3.01(k). (v) A Lender which is a UK Qualifying Lender solely by virtue of paragraph (b) of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such definition of UK Qualifying Lender shall with respect upon entering into this Agreement give a UK Tax Confirmation by delivering a written notice to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall promptly inform Jxxxxx UK). Such a Lender shall promptly notify the Borrower) or Administrative Agent if there is any change in the Relevant Sub-Participant provides position from that set out in the UK Tax Confirmation, following which the Administrative Agent with such Affidavitshall notify Jxxxxx UK. (evi) For Jxxxxx UK shall promptly upon becoming aware that it has to make a UK Tax Deduction (or that there is any change in the avoidance rate or the basis of doubta UK Tax Deduction) promptly notify the Administrative Agent accordingly. Similarly, a Transfer Certificate or Assignment Agreement Lender shall not be invalidated by any failure notify the Administrative Agent on becoming so aware in respect of any Lender a payment payable to comply with this Clause 19.5that Lender, and the Administrative Agent shall notify Jxxxxx UK.

Lender Status Confirmation. (ai) In respect of an Italian Obligor, each Each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK Borrower, each Lender which becomes a Party party to this Agreement after the date of this Agreement shall indicate, confirm in the Transfer Certificate or Assignment Agreement which documentation it executes on becoming a Partyparty hereto, and for the benefit of the Administrative Agent and without any liability to any Obligorthe applicable Borrower, which of the following categories it falls inin for the purposes of any Loan to the applicable Borrower: (iii) not a UK Qualifying Lender; (iiiii) a UK Qualifying Lender (other than a UK Treaty Lender; or) (iiiiv) a UK Treaty Lender. (c) In respect of Lender If a US Borrower, each Lender which becomes a Party party to this Agreement after the date of this Agreement shall indicate, in respect of an advance to the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; or (ii) a Qualifying Lender within paragraph 19.5. (d) If a New Lender applicable Borrower fails to indicate its status in accordance with this Clause 19.5 pursuant to the previous sentence, then such New Lender shall be treated for the purposes of this Agreement (including by each Obligorthe applicable Borrower) as if it is not a UK Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall promptly inform the Obligorsapplicable Borrower). If in respect For the avoidance of an Italian Obligordoubt, any document pursuant to which a Lender fails becomes party to indicate the status this Agreement shall not be invalidated by any failure of a Lender to comply with this Section 3.01(k). (v) A Lender which is a UK Qualifying Lender solely by virtue of paragraph (b) of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such definition of UK Qualifying Lender shall with respect upon entering into this Agreement give a UK Tax Confirmation by delivering a written notice to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Administrative Agent which category applies (and the Administrative Agent, upon receipt of such notification, shall promptly inform the applicable Borrower) or ). Such a Lender shall promptly notify the Relevant Sub-Participant provides Administrative Agent if there is any change in the position from that set out in the UK Tax Confirmation, following which the Administrative Agent with such Affidavitshall notify the applicable Borrower. (evi) For the avoidance applicable Borrower shall promptly upon becoming aware that it has to make a UK Tax Deduction (or that there is any change in the rate or the basis of doubta UK Tax Deduction) promptly notify the Administrative Agent accordingly. Similarly, a Transfer Certificate or Assignment Agreement Lender shall not be invalidated by any failure notify the Administrative Agent on becoming so aware in respect of any Lender a payment payable to comply with this Clause 19.5that Lender, and the Administrative Agent shall notify the applicable Borrower.

Lender Status Confirmation. (a) In respect Each Lender by executing this Agreement on the date hereof represents and warrants that it is a Qualifying Lender (other than solely by virtue of an Italian Obligor, each being a Treaty Lender) as of the date of this Agreement. (b) Each Lender which becomes a Party party to this Agreement after the date Effective Date ,and each Person who, as a result of a Lender Transfer, becomes beneficially entitled to any interest payable in respect of an advance under this Agreement (or which enters into any sub-participation or other risk sharing arrangement with each a Relevant Sub-Participant) “New Lender”), shall indicate indicate, in the Transfer Certificate or Assignment Agreement documentation which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK Borrower, each Lender which becomes a Party party to this Agreement after the date of as a Lender or otherwise entitled to interest payable under this Agreement (a copy of which shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability be provided to any ObligorBorrower), which of the following categories it falls in: (i) not a Qualifying Lender; (ii) a Qualifying Lender (other than solely by virtue of being a UK Treaty Lender); or (iii) a UK Treaty Lender. (c) In respect of a US Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; or (ii) a Qualifying Lender within paragraph 19.5. (d) If a New Lender fails to indicate its status in accordance with this Clause 19.5 Section 2.7 then such New Lender shall be treated for the purposes of this Agreement (including by each ObligorBorrower) as if it is not a Qualifying Lender until such time as it notifies Collateral Agent and Borrower. For the Agent avoidance of doubt, the documentation which category applies a New Lender executes on becoming a party to this Agreement as a Lender shall not be invalidated by any failure of a New Lender to comply with this Section 2.7. For the avoidance of doubt, the failure of any New Lender to provide such details shall not constitute a breach of this Agreement by such New Lender. (d) Any Lender and New Lender, following a written request from Borrower shall (i) use commercially reasonable efforts to provide details of its name, address and country of tax residence to enable Borrower to comply with its reporting obligation under section 891A of the Agent, upon receipt of TCA; and (ii) use commercially reasonable efforts to confirm to Borrower if there has been any change in its status as Qualifying Lender since the date such notification, shall inform the Obligors)Lender or New Lender became a party to this Agreement or otherwise entitled to interest payable under this Agreement. If in respect of an Italian Obligor, any a Lender or New Lender fails to indicate the its status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, Section 2.7(d) then such Lender or New Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each ObligorBorrower) as if it is not an Italian a Qualifying Lender until such time as it notifies the Collateral Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit. (e) . For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any the failure of any Lender to comply with provide such details shall not constitute a breach of this Clause 19.5Agreement by such Lender.

Lender Status Confirmation. (aA) In respect Each Original Interim Lender that is, or which indicates or has indicated that it is, a Qualifying Lender (or in the case of an Italian Obligora Treaty Interim Lender, each will be a Qualifying Lender upon the completion of any necessary procedural formalities) confirms that it is a Qualifying Lender (or, in the case of a Treaty Interim Lender, will be a Qualifying Lender upon the completion of any procedural formalities), and agrees to provide any information and documentation reasonably requested by the Company to confirm such status. (B) Each Interim Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate (or Assignment Agreement other documentation) which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; (ii) a Qualifying Lender (other than a UK Treaty Interim Lender); (iii) an Exempt Lender; or (iiiiv) a UK Treaty Interim Lender. (cC) In respect case of a US BorrowerSub-Participation, each Lender which becomes a Party to this Agreement after the date of this Agreement Sub-Participant shall indicate, indicate in writing in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit form set out in Schedule 8 (Form of the Agent and without liability to any Obligor, Sub-Participant Certificate) which of the following categories it falls would fall in, had it been an Interim Lender under this Agreement: (i) not a Qualifying Lender; or; (ii) a Qualifying Lender within paragraph 19.5(other than a Treaty Interim Lender); (iii) an Exempt Lender; or (iv) a Treaty Interim Lender. (dD) If a New Interim Lender (including a Sub-Participant) fails to indicate its status in accordance with this Clause 19.5 9.6 then such New Interim Lender shall be treated for the purposes of this Agreement (including by each Obligorthe Company) as if it is not a Qualifying Lender until such time as it notifies the Interim Facility Agent which category applies (and the Interim Facility Agent, upon receipt of such notification, shall inform the ObligorsCompany). If in respect of an Italian Obligor, any Lender fails to indicate the status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.5, then such Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit. (eE) For the avoidance of doubt, a Transfer Certificate or Assignment Agreement Sub-Participant Certificate shall not be invalidated by any failure of any an Interim Lender to comply with this Clause 19.59.6.

Lender Status Confirmation. (a) In respect of an Italian Obligor, each Lender which becomes a Party to this Agreement after the date of this Agreement (or which enters into any sub-participation or other risk sharing arrangement with a Relevant Sub-Participant) shall indicate in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it (or the Relevant Sub-Participant, if on the date of the Sub-Participation or risk arrangement, such Relevant Sub-Participant was treated as if it were a Lender under this Agreement) falls in: (i) an Exempt Lender; (ii) an Italian Qualifying Lender; (iii) an Italian Treaty Lender; or (iv) not a Qualifying Lender. (b) In respect of a UK BorrowerObligor, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; (ii) a Qualifying Lender other than a UK Treaty Lender; or (iii) a UK Treaty Lender. (c) In respect of a US Borrower, each Lender which becomes a Party to this Agreement after the date of this Agreement shall indicate, in the Transfer Certificate or Assignment Agreement which it executes on becoming a Party, and for the benefit of the Agent and without liability to any Obligor, which of the following categories it falls in: (i) not a Qualifying Lender; or (ii) a Qualifying Lender within paragraph 19.5. (d) If a New Lender fails to indicate its status in accordance with this Clause 19.5 14.5 then such New Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Obligors). If in respect of an Italian Obligor, any Lender fails to indicate the status of the Relevant Sub-Participant or the Relevant Sub-Participant fails to provide the Agent with any Affidavit possibly required or necessary in accordance with this Clause 19.514.5, then such Lender shall with respect to the Relevant Sub-Participant be treated for the purposes of this Agreement (including by each Obligor) as if it is not an Italian Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower) or the Relevant Sub-Participant provides the Agent with such Affidavit. (ed) For the avoidance of doubt, a Transfer Certificate or Assignment Agreement shall not be invalidated by any failure of any Lender to comply with this Clause 19.514.5.