Common use of CERTAIN FEES, ETC Clause in Contracts

CERTAIN FEES, ETC. 6.1 Fee for provision of Current Issuer Intercompany Loan: In addition to the interest and principal payments to be made by Funding under Clauses 4 and 5, respectively, on each Payment Date (or, in respect of the payment to be made as set forth in (a) below, on the Drawdown Date) or on any other date on which the Current Issuer notifies Funding, Funding shall pay to the Current Issuer for same day value to the relevant Current Issuer Transaction Account a fee for the provision of the Current Issuer Intercompany Loan (except that in the case of payments due under paragraphs (c), (e), (f) and (j) below, such payments shall be paid when due). Such fee shall be an amount or amounts in the aggregate equal to the following: (a) the amount payable on the Drawdown Date as previously communicated to Funding by the Current Issuer; (b) the fees, costs, charges, liabilities and expenses and any other amounts due and payable to the Note Trustee pursuant to the Current Issuer Trust Deed or any other Current Issuer Transaction Document, together with interest thereon as provided therein; (c) the reasonable fees and expenses of any legal advisers, accountants and auditors appointed by the Current Issuer and properly incurred in their performance of their functions under the Current Issuer Transaction Documents which have fallen due; (d) the fees, costs and expenses due and payable to the Paying Agents and the Agent Bank pursuant to the Current Issuer Paying Agent and Agent Bank Agreement and the fees, costs and expenses due and payable to the Transfer Agent and the Registrar; (e) any amounts due and payable by the Current Issuer to the Inland Revenue in respect of the Current Issuer's liability to United Kingdom corporation tax (insofar as payment is not satisfied by the surrender of group relief or out of the profits, income or gains of the Current Issuer and subject to the terms of the Current Issuer Deed of Charge) or any other Taxes payable by the Current Issuer; (f) the fees, costs, charges, liabilities and expenses due and payable to the Current Issuer Account Bank pursuant to the Current Issuer Bank Account Agreement (if any); (g) the fees, costs, charges, liabilities and expenses due and payable to the Current Issuer Cash Manager pursuant to the Current Issuer Cash Management Agreement; (h) any termination payment due and payable by the Current Issuer to a Current Issuer Swap Provider pursuant to a Current Issuer Swap Agreement; (i) the fees, costs, charges, liabilities and expenses due and payable to the Current Issuer Corporate Services Provider pursuant to the Current Issuer Corporate Services Agreement; and (j) any other amounts due or overdue (including amounts due or overdue in respect of stamp duty and issuer, registration and documentary taxes or other taxes of a similar nature) by the Current Issuer to third parties including the Rating Agencies and the amounts paid by the Current Issuer under the Current Issuer Subscription Agreement and the Current Issuer Underwriting Agreement (excluding, for these purposes, the Noteholders) other than amounts specified in paragraphs (a) to (i) above, together with, (i) in respect of taxable supplies made to the Current Issuer, any amount in respect of any VAT or similar tax payable in respect thereof against production of a valid tax invoice; and (ii) in respect of taxable supplies made to a person other than the Current Issuer, any amount in respect of any Irrecoverable VAT or similar tax payable in respect thereof (against production of a copy of the relevant tax invoice), and to be applied subject to and in accordance with the provisions of the Current Issuer Pre-Enforcement Revenue Priority of Payments in the Current Issuer Cash Management Agreement or such other Current Issuer Priority of Payments as may apply on that date.

CERTAIN FEES, ETC. 6.1 Fee for provision of Current [o] Issuer Intercompany Loan: In addition to the interest and principal payments to be made by Funding under Clauses 4 and 5, respectively, on each Payment Date (or, in respect of the payment to be made as set forth in (a) below, on the Drawdown Date) or on any other date on which the Current [o] Issuer notifies Funding, Funding shall pay to the Current [o] Issuer for same day value to the relevant Current [o] Issuer Transaction Account a fee for the provision of the Current [o] Issuer Intercompany Loan (except that in the case of payments due under paragraphs (c), (e), (f) and (j) below, such payments shall be paid when due). Such fee shall be an amount or amounts in the aggregate equal to the following: (a) the amount payable on the Drawdown Date as previously communicated to Funding by the Current [o] Issuer; (b) the fees, costs, charges, liabilities and expenses and any other amounts due and payable to the Note Trustee pursuant to the Current [o] Issuer Trust Deed, the [o] Issuer Trust Deed or any other Current Issuer Transaction Document, together with interest thereon as provided therein; (c) the reasonable fees and expenses of any legal advisers, accountants and auditors appointed by the Current [o] Issuer and properly incurred in their performance of their functions under the Current Issuer Transaction Documents which have fallen due; (d) the fees, costs and expenses due and payable to the Paying Agents and the Agent Bank pursuant to the Current Issuer Paying Agent and Agent Bank Agreement and the fees, costs and expenses due and payable to the Transfer Agent Agent, the Registrar and the RegistrarNote Depository; (e) any amounts due and payable by the Current [o] Issuer to the Inland Revenue in respect of the Current [o] Issuer's liability to United Kingdom corporation tax (insofar as payment is not satisfied by the surrender of group relief or out of the profits, income or gains of the Current [o] Issuer and subject to the terms of the Current [o] Issuer Deed of Charge) or any other Taxes payable by the Current [o] Issuer; (f) the fees, costs, charges, liabilities and expenses due and payable to the Current [o] Issuer Account Bank pursuant to the Current [o] Issuer Bank Account Agreement (if any); (g) the fees, costs, charges, liabilities and expenses due and payable to the Current [o] Issuer Cash Manager pursuant to the Current [o] Issuer Cash Management Agreement; (h) any termination payment due and payable by the Current [o] Issuer to a Current [o] Issuer Swap Provider pursuant to a Current [o] Issuer Swap Agreement; (i) the fees, costs, charges, liabilities and expenses due and payable to the Current Issuer Corporate Services Provider pursuant to the Current Issuer Corporate Services Agreement; and (j) any other amounts due or overdue (including amounts due or overdue in respect of stamp duty and issuer, registration and documentary taxes or other taxes of a similar nature) by the Current [o] Issuer to third parties including the Rating Agencies and the amounts paid by the Current [o] Issuer under the Current Issuer Subscription Agreement and the Current Issuer Underwriting Agreement (excluding, for these purposes, the Noteholders) other than amounts specified in paragraphs (ab) to (ij) above, together with, (i) in respect of taxable supplies made to the Current [o] Issuer, any amount in respect of any VAT or similar tax payable in respect thereof against production of a valid tax invoice; and (ii) in respect of taxable supplies made to a person other than the Current [o] Issuer, any amount in respect of any Irrecoverable VAT or similar tax payable in respect thereof (against production of a copy of the relevant tax invoice), and to be applied subject to and in accordance with the provisions of the Current [o] Issuer Pre-Enforcement Revenue Priority of Payments in the Current [o] Issuer Cash Management Agreement or such other Current Issuer Priority of Payments as may apply on that dateAgreement.

CERTAIN FEES, ETC. 6.1 Fee for provision of Current Issuer Intercompany LoanFEE FOR PROVISION OF CURRENT ISSUER INTERCOMPANY LOAN: In addition to the interest and principal payments to be made by Funding under Clauses 4 and 5, respectively, on each Payment Date (or, in respect of the payment to be made as set forth in (a) below, on the Drawdown Date) or on any other date on which the Current Issuer notifies Funding, Funding shall pay to the Current Issuer for same day value to the relevant Current Issuer Transaction Account a fee for the provision of the Current Issuer Intercompany Loan (except that in the case of payments due under paragraphs (c), (e), (f) and (j) below, such payments shall be paid when due). Such fee shall be an amount or amounts in the aggregate equal to the following: (a) the amount payable on the Drawdown Date as previously communicated to Funding by the Current Issuer; (b) the fees, costs, charges, liabilities and expenses and any other amounts due and payable to the Note Trustee pursuant to the Current Issuer Trust Deed or any other Current Issuer Transaction Document, together with interest thereon as provided therein; (c) the reasonable fees and expenses of any legal advisers, accountants and auditors appointed by the Current Issuer and properly incurred in their performance of their functions under the Current Issuer Transaction Documents which have fallen due; (d) the fees, costs and expenses due and payable to the Paying Agents and the Agent Bank pursuant to the Current Issuer Paying Agent and Agent Bank Agreement and the fees, costs and expenses due and payable to the Transfer Agent and the Registrar; (e) any amounts due and payable by the Current Issuer to the Inland Revenue in respect of the Current Issuer's liability to United Kingdom corporation tax (insofar as payment is not satisfied by the surrender of group relief or out of the profits, income or gains of the Current Issuer and subject to the terms of the Current Issuer Deed of Charge) or any other Taxes payable by the Current Issuer; (f) the fees, costs, charges, liabilities and expenses due and payable to the Current Issuer Account Bank pursuant to the Current Issuer Bank Account Agreement (if any); (g) the fees, costs, charges, liabilities and expenses due and payable to the Current Issuer Cash Manager pursuant to the Current Issuer Cash Management Agreement; (h) any termination payment due and payable by the Current Issuer to a Current Issuer Swap Provider pursuant to a Current Issuer Swap Agreement; (i) the fees, costs, charges, liabilities and expenses due and payable to the Current Issuer Corporate Services Provider pursuant to the Current Issuer Corporate Services Agreement; and (j) any other amounts due or overdue (including amounts due or overdue in respect of stamp duty and issuer, registration and documentary taxes or other taxes of a similar nature) by the Current Issuer to third parties including the Rating Agencies and the amounts paid by the Current Issuer under the Current Issuer Subscription Agreement and the Current Issuer Underwriting Agreement (excluding, for these purposes, the Noteholders) other than amounts specified in paragraphs (a) to (i) above, together with, (i) in respect of taxable supplies made to the Current Issuer, any amount in respect of any VAT or similar tax payable in respect thereof against production of a valid tax invoice; and (ii) in respect of taxable supplies made to a person other than the Current Issuer, any amount in respect of any Irrecoverable VAT or similar tax payable in respect thereof (against production of a copy of the relevant tax invoice), and to be applied subject to and in accordance with the provisions of the Current Issuer Pre-Enforcement Revenue Priority of Payments in the Current Issuer Cash Management Agreement or such other Current Issuer Priority of Payments as may apply on that dateAgreement.

CERTAIN FEES, ETC. 6.1 7.1 Fee for provision of Current Third Issuer Intercompany Loan: In addition to Term Advances Funding 1 shall (except in the interest case of payments due under paragraphs (c),(e),(f) and principal payments to be made by Funding under Clauses 4 and 5, respectively, on each Payment Date (or, in respect of the payment to be made as set forth in (ai) below, which shall be paid when due) on the Drawdown Date) or on any other date on which the Current Issuer notifies Funding, each Funding shall 1 Interest Payment Date pay to the Current Third Issuer for same day value to the relevant Current Third Issuer Transaction Account a fee for the provision of the Current Third Issuer Intercompany Loan (except that in the case of payments due under paragraphs (c), (e), (f) and (j) below, such payments shall be paid when due)Term Advances. Such fee shall be an amount or amounts in the aggregate equal to the following: (a) the amount fees, costs, charges, liabilities and expenses and any other amounts due and payable on to the Drawdown Date Security Trustee pursuant to the Third Issuer Deed of Charge together with interest thereon as previously communicated to Funding by the Current Issuerprovided therein; (b) the fees, costs, charges, liabilities and expenses and any other amounts due and payable to the Note Trustee pursuant to the Current Third Issuer Trust Deed or any other Current Issuer Transaction Document, together with interest thereon as provided therein; (c) the reasonable fees and expenses of any legal advisers, accountants and auditors appointed by the Current Third Issuer and properly incurred in their performance of their functions under the Current Issuer Transaction Documents which have fallen due; (d) the fees, costs and expenses due and payable to the Paying Agents Agents, the Registrar, the Transfer Agent and the Agent Bank pursuant to the Current Third Issuer Paying Agent and Agent Bank Agreement and the fees, costs and expenses due and payable to the Transfer Agent and the RegistrarAgreement; (e) any amounts due and payable by the Current Third Issuer to the Inland Revenue in respect of the Current Third Issuer's liability to United Kingdom corporation tax (insofar as payment is not satisfied by the surrender of group relief or out of the profits, income or gains of the Current Third Issuer and subject to the terms of the Current Third Issuer Deed of Charge) or any other Taxes payable by the Current Third Issuer; (f) the fees, costs, charges, liabilities and expenses due and payable to the Current Third Issuer Account Bank Bank, pursuant to the Current Third Issuer Bank Account Agreement (if any); (g) the fees, costs, charges, liabilities and expenses due and payable to the Current Third Issuer Cash Manager Manager, pursuant to the Current Third Issuer Cash Management Agreement; (h) any termination payment due and payable by the Current Third Issuer to a Current any Third Issuer Swap Provider Provider, pursuant to a Current any Third Issuer Swap Agreement; (i) the fees, costs, charges, charges and liabilities and expenses due and payable to the Current Issuer Corporate Services Provider pursuant to the Current Third Issuer Corporate Services Agreement; and; (j) an amount equal to "G" where G is calculated as follows: G = (A - D - H) or, if such calculation is less than zero, then G shall be zero where, A = 0.01 per cent of the interest amounts paid by Funding 1 to the Third Issuer on the Third Issuer Term Advances on the immediately preceding Funding 1 Interest Payment Date; D = E - F where, E= the interest amounts (which excludes those fee amounts in this Clause 7.1) paid by Funding 1 to the Third Issueron the Third Issuer Term Advances on the immediately preceding Funding 1 Interest Payment Date; and F= amounts paid by the Third Issuer under paragraphs (d) to (g) of the Third Issuer Pre-Enforcement Revenue Priority of Payments on the immediately preceding Funding 1 Interest Payment Date; and H= the cumulative aggregate of (D - A) as calculated on each previous Funding 1 Interest Payment Date. If such cumulative aggregate of (D - A) is less than zero, then H shall be zero; (k) any other amounts due or overdue (including amounts due or overdue in respect of stamp duty and issuer, registration and documentary taxes or other taxes of a similar nature) by the Current Third Issuer to third parties including the Rating Agencies and the amounts paid by the Current Third Issuer under the Current Issuer Subscription Agreement and the Current Issuer Underwriting Agreement (excluding, for these purposes, the Noteholders) other than amounts specified in paragraphs (a) to (j) above; and (l) if on any Funding 1 Interest Payment Date there are Third Issuer Principal Receipts remaining in the Third Issuer Bank Accounts, an amount equal to the difference between (i) abovethe interest that would be earned by the Third Issuer on such Third Issuer Principal Receipts remaining in the Third Issuer Bank Accounts during the next succeeding Interest Period and (ii) the interest that would be payable by the Third Issuer applying the weighted average rate of interest payable on the Series 5 Third Issuer Notes or the relevant Third Issuer Currency Swap Agreements due for repayment at the end of that Interest Period to such Third Issuer Principal Receipts remaining in the Third Issuer Bank Accounts, together with, (i) in respect of taxable supplies made to the Current Third Issuer, any an amount in respect of any VAT value added tax or similar tax payable in respect thereof against production of a valid tax invoice; and (ii) in respect of taxable supplies made to a person other than the Current Third Issuer, any amount in respect of any Irrecoverable VAT or similar tax payable in respect thereof (against production of a copy of the relevant tax invoice), and to be applied subject to and in accordance with the provisions of the Current Third Issuer Pre-Enforcement Revenue Priority of Payments in the Current Third Issuer Cash Management Agreement. 7.2 Set-off Funding 1 and each of the other parties to the Third Issuer Intercompany Loan Agreement or such other Current agree that the Third Issuer Priority shall be entitled to set-off those amounts due and payable by Funding 1 pursuant to this Clause 7 on the Closing Date against the amount to be advanced by the Third Issuer to Funding 1 by way of Payments as may apply the Third Issuer Term Advances on that datethe Closing Date.

CERTAIN FEES, ETC. 6.1 7.1 Fee for provision of Current Eighth Issuer Intercompany Loan: In addition to the interest and principal payments to be made by Funding under Clauses 4 and 5, respectively, on each Payment Date (or, in respect of the payment to be made as set forth in (a) below, on the Drawdown Date) or on any other date on which the Current Issuer notifies Funding, Term Advances Funding shall pay to the Current Issuer for same day value to the relevant Current Issuer Transaction Account a fee for the provision of the Current Issuer Intercompany Loan (except that in the case of payments due under paragraphs (c), (e), (f) and (j) below, such payments which shall be paid when due)) on each Interest Payment Date pay to the Eighth Issuer for same day value to the Eighth Issuer Sterling Account a fee for the provision of the Eighth Issuer Term Advances. Such fee shall be an amount or amounts in the aggregate equal to the following: (a) the amount fees, costs, charges, liabilities and expenses and any other amounts due and payable on to the Drawdown Date Eighth Issuer Security Trustee pursuant to the Eighth Issuer Deed of Charge together with interest thereon as previously communicated to Funding by the Current Issuerprovided therein; (b) the fees, costs, charges, liabilities and expenses and any other amounts due and payable to the Note Trustee pursuant to the Current Eighth Issuer Trust Deed or any other Current Issuer Transaction Document, together with interest thereon as provided therein; (c) the reasonable fees and expenses of any legal advisers, accountants and auditors appointed by the Current Eighth Issuer and properly incurred in their performance of their functions under the Current Issuer Transaction Documents which have fallen due; (d) the fees, costs and expenses due and payable to the Paying Agents Agents, the Registrar, the Transfer Agent and the Agent Bank pursuant to the Current Eighth Issuer Paying Agent and Agent Bank Agreement and the fees, costs and expenses due and payable to the Transfer Agent and the RegistrarAgreement; (e) any amounts due and payable by the Current Eighth Issuer to the Inland Revenue in respect of the Current Eighth Issuer's liability to United Kingdom corporation tax (insofar as payment is not satisfied by the surrender of group relief or out of the profits, income or gains of the Current Eighth Issuer and subject to the terms of the Current Eighth Issuer Deed of Charge) or any other Taxes payable by the Current Eighth Issuer; (f) the fees, costs, charges, liabilities and expenses due and payable to the Current Eighth Issuer Account Bank Banks, pursuant to the Current Eighth Issuer Bank Account Agreement (if any); (g) the fees, costs, charges, liabilities and expenses due and payable to the Current Eighth Issuer Cash Manager Manager, pursuant to the Current Eighth Issuer Cash Management Agreement; (h) any termination payment due and payable by the Current Eighth Issuer to a Current any Eighth Issuer Swap Provider Provider, pursuant to a Current any Eighth Issuer Swap Agreement; (i) the fees, costs, charges, charges and liabilities and expenses due and payable to the Current Issuer Corporate Services Provider pursuant to the Current Eighth Issuer Corporate Services Agreement; and; (j) an amount equal to "G" where G is calculated as follows: G = (A- D- H) or, if such calculation is less than zero, then G shall be zero where, A = [0.01] per cent of the interest amounts paid by Funding to the Eighth Issuer on the Eighth Issuer Term Advances on the immediately preceding Interest Payment Date; D = E - F where, E = the interest amounts (which excludes those fee amounts in this Clause 7.1) paid by Funding to the Eighth Issuer on the Eighth Issuer Term Advances on the immediately preceding Interest Payment Date; and F = amounts paid by the Eighth Issuer under paragraphs (e) to (i) of the Eighth Issuer Pre-Enforcement Revenue Priority of Payments on the immediately preceding Interest Payment Date; and H = the cumulative aggregate of (D - A) as calculated on each previous Interest Payment Date. If such cumulative aggregate of (D - A) is less than zero, then H shall be zero; (k) any other amounts due or overdue (including amounts due or overdue in respect of stamp duty and issuer, registration and documentary taxes or other taxes of a similar nature) by the Current Eighth Issuer to third parties including the Rating Agencies and the amounts paid by the Current Eighth Issuer under the Current Issuer Subscription Agreement Agreements and the Current Issuer Underwriting Agreement (excluding, for these purposes, the Noteholders) other than amounts specified in paragraphs (ab) to (k) above; and (l) if on any Interest Payment Date there are Eighth Issuer Principal Receipts remaining in the Eighth Issuer Bank Accounts, an amount equal to the difference between (i) abovethe interest that would be earned by the Eighth Issuer on such Eighth Issuer Principal Receipts remaining in the Eighth Issuer Bank Accounts during the next succeeding Interest Period and (ii) the interest that would be payable by the Eighth Issuer applying the weighted average rate of interest payable on the relevant Eighth Issuer Currency Swap Agreement due for repayment at the end of that Interest Period to such Eighth Issuer Principal Receipts remaining in the Eighth Issuer Bank Accounts, together with, (i) in respect of taxable supplies made to the Current Eighth Issuer, any an amount in respect of any VAT value added tax or similar tax payable in respect thereof against production of a valid tax invoice; and (ii) in respect of taxable supplies made to a person other than the Current Eighth Issuer, any amount in respect of any Irrecoverable VAT or similar tax payable in respect thereof (against production of a copy of the relevant tax invoice), and to be applied subject to and in accordance with the provisions of the Current Eighth Issuer Pre-Enforcement Revenue Priority of Payments in the Current Eighth Issuer Cash Management Agreement or such other Current Issuer Priority of Payments as may apply on that dateAgreement.

CERTAIN FEES, ETC. 6.1 Fee for provision of Current Issuer Intercompany LoanFEE FOR PROVISION OF [O] ISSUER INTERCOMPANY LOAN: In addition to the interest and principal payments to be made by Funding under Clauses 4 and 5, respectively, on each Payment Date (or, in respect of the payment to be made as set forth in (a) below, on the Drawdown Date) or on any other date on which the Current [O] Issuer notifies Funding, Funding shall pay to the Current [O] Issuer for same day value to the relevant Current [O] Issuer Transaction Account a fee for the provision of the Current [O] Issuer Intercompany Loan (except that in the case of payments due under paragraphs (c), (e), (f) and (j) below, such payments shall be paid when due). Such fee shall be an amount or amounts in the aggregate equal to the following: (a) the amount payable on the Drawdown Date as previously communicated to Funding by the Current [O] Issuer; (b) the fees, costs, charges, liabilities and expenses and any other amounts due and payable to the Note Trustee pursuant to the Current [O] Issuer Trust Deed, the [O] Issuer Trust Deed or any other Current Issuer Transaction Document, together with interest thereon as provided therein; (c) the reasonable fees and expenses of any legal advisers, accountants and auditors appointed by the Current [O] Issuer and properly incurred in their performance of their functions under the Current Issuer Transaction Documents which have fallen due; (d) the fees, costs and expenses due and payable to the Paying Agents and the Agent Bank pursuant to the Current Issuer Paying Agent and Agent Bank Agreement and the fees, costs and expenses due and payable to the Transfer Agent Agent, the Registrar and the RegistrarNote Depository; (e) any amounts due and payable by the Current [O] Issuer to the Inland Revenue in respect of the Current [O] Issuer's liability to United Kingdom corporation tax (insofar as payment is not satisfied by the surrender of group relief or out of the profits, income or gains of the Current [O] Issuer and subject to the terms of the Current [O] Issuer Deed of Charge) or any other Taxes payable by the Current [O] Issuer; (f) the fees, costs, charges, liabilities and expenses due and payable to the Current [O] Issuer Account Bank pursuant to the Current [O] Issuer Bank Account Agreement (if any); (g) the fees, costs, charges, liabilities and expenses due and payable to the Current [O] Issuer Cash Manager pursuant to the Current [O] Issuer Cash Management Agreement; (h) any termination payment due and payable by the Current [O] Issuer to a Current [O] Issuer Swap Provider pursuant to a Current [O] Issuer Swap Agreement; (i) the fees, costs, charges, liabilities and expenses due and payable to the Current Issuer Corporate Services Provider pursuant to the Current Issuer Corporate Services Agreement; and (j) any other amounts due or overdue (including amounts due or overdue in respect of stamp duty and issuer, registration and documentary taxes or other taxes of a similar nature) by the Current [O] Issuer to third parties including the Rating Agencies and the amounts paid by the Current [O] Issuer under the Current Issuer Subscription Agreement and the Current Issuer Underwriting Agreement (excluding, for these purposes, the Noteholders) other than amounts specified in paragraphs (ab) to (ij) above, together with, (i) in respect of taxable supplies made to the Current [O] Issuer, any amount in respect of any VAT or similar tax payable in respect thereof against production of a valid tax invoice; and (ii) in respect of taxable supplies made to a person other than the Current [O] Issuer, any amount in respect of any Irrecoverable VAT or similar tax payable in respect thereof (against production of a copy of the relevant tax invoice), and to be applied subject to and in accordance with the provisions of the Current [O] Issuer Pre-Enforcement Revenue Priority of Payments in the Current [O] Issuer Cash Management Agreement or such other Current Issuer Priority of Payments as may apply on that dateAgreement.