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Art. 18 - Fees, taxes and charges
The Bank, in agreement with the Borrower, confirms that it will exercise the option to apply the substitute tax as per articles 15 and 17 of Italian Presidential Decree no. 601/73 as amended and supplemented.
The application of the substitute tax regime concerns both this Loan operation and all other acts, contracts, formalities, including any guarantees, which will be carried out in connection with and/or as a consequence of the operation covered by this Contract.
The Borrower declares that it has been fully informed of all the consequences that will arise or that might arise in the future from the application of the substitute tax.
Furthermore, all taxes, duties and other tax charges that may arise, including following any assessment by the competent authorities, by virtue of this Loan operation, shall be borne by the Borrower.
Any taxes, duties, costs, fees and charges (including legal fees, notary fees, taxes and duties) reasonably incurred and duly documented, including those of a tax and administrative nature (including any tax liability and any penalties imposed), by this Contract, with the exception of income tax payable by the Bank, shall, in any case, be borne by the Borrower, it being understood that the Bank shall receive the amounts contractually provided for, without any deduction or withholding.
If, as a result of laws, regulations or interpretations of the law or for other reasons, a tax withholding needs to be done, or an amount needs to be withheld for any other reason, the payments made by the Borrower shall be supplemented to such an extent that the Bank will, in any case, receive the amounts originally agreed upon in this Contract, except for taxes that are due by the Bank on the total income deriving from the lending activities.
Art. 19 - Unilateral amendment to the conditions by the Bank
The Borrower, pursuant to article 118 of Italian Legislative Decree no. 385 of 1 September 1993 (Consolidated Law on Banking and Credit) and the related regulatory and supervisory regulations, specifically approves the Banks right to unilaterally amend the fees relating to expenses if there is a justified reason, including to the detriment of the Borrower itself.
Any proposed change shall be expressly communicated by the Bank to the Borrower, in writing or on a durable medium, 2 months in advance of the new condition becoming effective, indicating Proposed unilateral amendment to the Contract.
The amendment shall be considered as accepted if the Borrower fails to withdraw from the Contract by the date set for the new condition to become effective. Withdrawal is not subject to a charge and, when the relationship is settled, the Borrower shall have the right to apply the conditions previously stipulated. Clauses relating to the interest rate are expressly excluded from the right to unilateral amendment.
The Borrower specifically approves, pursuant to article 118, paragraph 2 of Italian Legislative Decree no. 385 of 1 September 1993 (Consolidated Law on Banking and Credit), this right of the Bank.
Art. 20 Election of domicile, communications and proof of accounting records
Letters, notifications and any other declaration or communication from the Bank shall be sent to the Borrower with full effect to the address to which this Contract is addressed, which shall be understood as an election of domicile, or subsequently made known in writing. All communications and notices from the Borrower to the Bank regarding the ongoing relationship shall be made in writing to the branch where the relationship was established.
The Borrower undertakes to notify the Bank, within fifteen days by registered letter, of any change of domicile as elected above, releasing the Bank from all liability relating to any delay and/or non-receipt of correspondence concerning this Loan as a result of the Borrowers failure to comply with the aforementioned obligation.
Pursuant to article 119 of the Consolidated Law on Banking, the Bank shall supply the Borrower (at the contracts expiry and, in any case, at least once per year) a detailed notice, with a complete, straight-forward advisory on the performance of the relationship, and an updated framework for the economic conditions applied.
The methods for sending periodic communications include by paper and by electronic means; the Borrower expressly declares that it wishes to receive periodic communications in a/an
.. form; at any time during the relationship the Borrower has the right to change the communication technique used, by sending a suitable request by registered letter to the Bank Branch at which the ongoing relationship is held. The Borrower also has the right to request further or more frequent information than the above. Any such request must be made in writing as indicated above. In the event that the Borrower makes a request to receive the above communications with a frequency other than and greater than that indicated above, the Bank may charge fees as contractually provided for and indicated in the Summary Document for sending paper communications. Between the Bank and the Borrower, the Banks books and accounting records will always constitute full evidence in any location and to all intents and purposes
Without prejudice to the provisions of article 119 of the Consolidated Law on Banking, the Banks statements of account, records and accounting entries in general shall always, unless proven otherwise at a later date, constitute full evidence in any place and to all intents and purposes of the receivables claimed by the Bank itself from the Borrower in relation to this Contract.
Art. 21 Applicable law and jurisdiction
This Contract is governed by Italian law.
For any dispute relating to the interpretation, conclusion, execution or termination of this Contract, or in any case related to it, the Court of Milan shall have exclusive jurisdiction, without prejudice to the mandatory powers established by the Italian Civil Procedure Code for precautionary and executive measures and without prejudice to the provisions of article 22, below.
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BANCO BPM S.p.A.
Capogruppo del Gruppo Bancario BANCO BPM
Sede Legale: Piazza F. Meda, 4-20121 Milano - Tel. 02 77001
Sede Amministrativa: Piazza Nagara, 2 - 37121 Verona - Tel. 045 ###-###-####
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Capitale Sociale al 7.4.2018 Euro 7.100.000.000.00 int. vers. - ABI 05034
C.F. e lscr. al Registro delle Imprese di Milano n. 09722490969 - Rappresentante
del Gruppo IVA Banco BPM - P.IVA10537050964 - Aderente al Fondo
Interbancario di Tutela dei Depositi e al Fondo Nazionale di Garanzia
Iscritto allAlbo delle Banche della Banca dItalia e allAlbo dei Gruppi Bancari