Common use of COMMISSIONS AND EXPENSES Clause in Contracts

COMMISSIONS AND EXPENSES. 20.1 The Issuer (failing which the Group Guarantor and, following service of a Notice to Pay on the LLP, the LLP) agree(s) to pay to the Principal Paying Agent such fees and commissions (plus an amount in respect of VAT or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoice) as the Issuer, the Guarantors and the Principal Paying Agent shall separately agree in respect of the services of the Agents (other than the N Covered Bond Paying Agent, N Covered Bond Registrar and the N Covered Bond Transfer Agent) under this Agreement together with any reasonable out of pocket expenses (including legal, printing, postage, fax, cable and advertising expenses) incurred by the Agents in connection with their services under this Agreement. 20.2 The Issuer (failing which the Group Guarantor and, following the occurrence of an Issuer Event of Default and service of a Notice to Pay on the LLP, the LLP) agree(s) to pay to the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent such fees and commissions as the Issuer, the LLP and the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent shall separately agree in respect of the services of the N Covered Bond Paying Agent, the N Covered Bond Registrar and the N Covered Bond Transfer Agent under this Agreement together with any reasonable out of pocket expenses incurred by the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent in connection with their services under this Agreement. 20.3 The Principal Paying Agent will make payment of the fees and commissions due under this Agreement to the other Agents (other than the N Covered Bond Paying Agent and N Covered Bond Registrar) (plus an amount in respect of United Kingdom value added tax or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoice) and will reimburse their expenses promptly after the receipt of the relevant moneys from the Issuer or the relevant Guarantor (as the case may be). Neither the Issuer, the Guarantors nor the Bond Trustee shall be responsible for any payment or reimbursement by the Principal Paying Agent to the other Agents.

COMMISSIONS AND EXPENSES. 20.1 11.1 The Relevant Issuer (or, failing which the Group Guarantor and, following service of a Notice to Pay on the LLPwhom, the LLP) agree(s) Guarantor in respect of an issuance by Compass Finance B.V.), agrees to pay to the Principal Paying Agent and each other Agent such fees and commissions (plus an amount together with any value added tax thereon, if applicable) as the Relevant Issuer, the Guarantor (as the case may be, in respect of VAT or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoicean issuance by Compass Finance B.V.) as the Issuer, the Guarantors and the Principal Paying Agent shall separately agree in respect of the services of the Paying Agents (other than the N Covered Bond Paying Agent, N Covered Bond Registrar and the N Covered Bond Transfer Agent) under this Agreement together with any reasonable out of pocket expenses (including including, without limitation, legal, printing, courier, postage, fax, cable and advertising expenses) properly incurred by the Paying Agents in connection with their services under this Agreementhereunder (plus any applicable irrecoverable value added tax thereon). 20.2 11.2 The Issuer (failing which the Group Guarantor and, following the occurrence of an Issuer Event of Default and service of a Notice to Pay on the LLP, the LLP) agree(s) to pay to the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent such fees and commissions as the Issuer, the LLP and the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent shall separately agree in respect of the services of the N Covered Bond Paying Agent, the N Covered Bond Registrar and the N Covered Bond Transfer Agent under this Agreement together with any reasonable out of pocket expenses incurred by the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent in connection with their services under this Agreement. 20.3 The Principal Paying Agent will make payment of the fees and commissions due under this Agreement to the other Paying Agents (other than the N Covered Bond Paying Agent and N Covered Bond Registrar) (plus an amount in respect of United Kingdom value added tax or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoice) and will reimburse their expenses promptly after the receipt of the relevant moneys from the Relevant Issuer or failing which, the relevant Guarantor (as the case may bein respect of an issuance by Compass Finance B.V.). Neither the Issuer, the Guarantors Relevant Issuer nor the Bond Trustee Guarantor shall be responsible for any payment or reimbursement of any nature by the Principal Paying Agent to the other Paying Agents. 11.3 The Relevant Issuer (failing whom, the Guarantor, in respect of an issuance by Compass Finance B.V.) shall pay all stamp, registration and other similar taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable in the United Kingdom, the Netherlands, Belgium or Luxembourg upon or in connection with the execution and delivery of this Agreement and any letters of appointment under which any Agent is appointed as agent hereunder, and the Relevant Issuer and the Guarantor (in respect of an issuance by Compass Finance B.V.) shall indemnify each Agent on demand against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable irrecoverable value added tax) (for the purposes of this Clause 11.3, “Claims”) which it may incur or which may be made against it as a result or arising out of or in relation to any failure to pay or delay in paying any of the same, save to the extent any such Claims are indemnified under Clause 12.3 (Indemnity in favour of the Agents), or would be so indemnified under that Clause 12.3 but for any exclusion or limitation contained in that Clause 12.3. All payments by the Relevant Issuer, (failing whom, the Guarantor, in respect of an issuance by Compass Finance B.V.), under this Clause 11 or Clause 12.3 (Indemnity in favour of the Agents) shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United Kingdom or the Netherlands or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Relevant Issuer (or, failing whom, the Guarantor, in respect of an issuance by Compass Finance B.V.), shall pay such additional amounts as will result in the receipt by the relevant Agent of such amounts as would have been received by it if no such withholding or deduction had been required.

COMMISSIONS AND EXPENSES. 20.1 11.1 The Relevant Issuer (or, failing which the Group Guarantor and, following service of a Notice to Pay on the LLPwhom, the LLP) agree(s) Guarantor in respect of an issuance by LSEG Netherlands or LSEGA), agrees to pay to the Principal Paying Agent and each other Agent such fees and commissions (plus an amount together with any value added tax thereon, if applicable) as the Relevant Issuer, the Guarantor (as the case may be, in respect of VAT an issuance by LSEG Netherlands or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoiceLSEGA) as the Issuer, the Guarantors and the Principal Paying Agent and each other Agent (as applicable) shall separately agree in respect of the services of the Paying Agents (other than the N Covered Bond Paying Agent, N Covered Bond Registrar and the N Covered Bond Transfer Agent) under this Agreement together with any reasonable out of pocket expenses (including including, without limitation, legal, printing, courier, postage, fax, cable and advertising expenses) properly incurred by the Paying Agents in connection with their services under this Agreement. 20.2 The Issuer hereunder (failing which the Group Guarantor and, following the occurrence of an Issuer Event of Default and service of a Notice to Pay on the LLPplus any applicable irrecoverable value added tax thereon). Save as otherwise agreed, the LLP) agree(s) to pay fees, commissions and expenses payable to the N Covered Bond Registrar, the N Covered Bond Paying Agent Agents for services rendered and the N Covered Bond Transfer Agent such fees and commissions as the Issuer, the LLP and the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent shall separately agree in respect performance of the services of the N Covered Bond Paying Agent, the N Covered Bond Registrar and the N Covered Bond Transfer Agent its obligations under this Agreement together with shall not be abated by any reasonable out of pocket expenses incurred remuneration or other amounts or profits receivable by the N Covered Bond RegistrarAgents (or to their knowledge, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent by any of their respective associates) in connection with their services under this Agreementany transaction effected by the Agents with or for the Relevant Issuer and/or the Guarantor. 20.3 11.2 The Principal Paying Agent will make payment of the fees and commissions due under this Agreement to the other Paying Agents (other than the N Covered Bond Paying Agent and N Covered Bond Registrar) (plus an amount in respect of United Kingdom value added tax or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoice) and will reimburse their expenses promptly after the receipt of the relevant moneys from the Relevant Issuer or failing which, the relevant Guarantor (as the case may bein respect of an issuance by LSEG Netherlands or LSEGA). Neither the Issuer, the Guarantors Relevant Issuer nor the Bond Trustee Guarantor shall be responsible for any payment or reimbursement of any nature by the Principal Paying Agent to the other Paying Agents. 11.3 The Relevant Issuer (failing whom, the Guarantor, in respect of an issuance by LSEG Netherlands or LSEGA) shall pay all stamp, registration and other similar taxes and duties (including any interest and penalties thereon or in connection therewith) (Stamp Taxes) which may be payable in the United Kingdom, the Netherlands, Belgium or Luxembourg upon or in connection with the execution and delivery of this Agreement and any letters of appointment under which any Agent is appointed as agent hereunder, and the Relevant Issuer and the Guarantor (in respect of an issuance by LSEG Netherlands or LSEGA) shall indemnify each Agent on demand against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable irrecoverable value added tax) which it may incur or which may be made against it as a result or arising out of or in relation to any failure to pay or delay in paying any of the same (for the purposes of this Clause 11.3 and Clause 11.3, Stamp Tax Claims), other than any Stamp Tax Claim incurred by reason of an Agent’s gross negligence, wilful misconduct or fraud, as a result or arising out of or in relation to its acting as the agent of the Relevant Issuer and the Guarantor (in respect of an issuance by LSEG Netherlands or LSEGA) in relation to the Notes. All payments by the Relevant Issuer, (failing whom, the Guarantor, in respect of an issuance by LSEG Netherlands or LSEGA), under this Clause 11 or Clause 12.6 (Indemnity in favour of the Agents) shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the United Kingdom or the Netherlands or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Relevant Issuer (or, failing whom, the Guarantor, in respect of an issuance by LSEG Netherlands or LSEGA), shall pay such additional amounts as will result in the receipt by the relevant Agent of such amounts as would have been received by it if no such withholding or deduction had been required.

COMMISSIONS AND EXPENSES. 20.1 16.1 The Issuer (failing which the Group Guarantor and, following service of a Notice to Pay on the LLP, the LLP) agree(s) to shall pay to the Principal Paying Agent such fees and commissions (plus an amount in respect of VAT or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoice) as the Issuer, the Guarantors and the Principal Paying Agent shall separately agree in respect of the services of the Paying Agents (other than the N Covered Bond Paying Agent, N Covered Bond Registrar and the N Covered Bond Transfer Agent) under this Agreement as shall be agreed between the Issuer and the Principal Paying Agent. The Issuer shall not be concerned with the apportionment of such fees and commissions among the Paying Agents nor shall any Paying Agent have any recourse to the Issuer once the same shall have been paid to the Principal Paying Agent. 16.2 The Issuer shall pay to the Principal Paying Agent an amount equal to any value added tax for which any Paying Agent is liable to account upon receipt of a valid value added tax invoice addressed to the Issuer as the recipient of the relevant supply in respect of the fees and any commissions together with any reasonable out of pocket all expenses (including legal, printing, postage, fax, cable and advertising expenses) properly incurred by the Paying Agents (including irrecoverable value added tax) in connection with their services under this Agreement. 20.2 The Issuer (failing which the Group Guarantor and, following the occurrence of an Issuer Event of Default and service of a Notice to Pay on the LLP, the LLP) agree(s) to pay to the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent such fees and commissions as the Issuer, the LLP and the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent shall separately agree in respect of the services of the N Covered Bond Paying Agent, the N Covered Bond Registrar and the N Covered Bond Transfer Agent under this Agreement together with any reasonable out of pocket expenses incurred by the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent in connection with their services under this Agreement. 20.3 16.3 The Principal Paying Agent will make shall arrange for the payment of the fees and commissions due under this Agreement to the other Paying Agents (other than and arrange for the N Covered Bond Paying Agent and N Covered Bond Registrar) (plus an amount in respect reimbursement of United Kingdom value added tax or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoice) and will reimburse their expenses promptly after the receipt of the relevant moneys from the Issuer. The Issuer or the relevant Guarantor (as the case may be). Neither the Issuer, the Guarantors nor the Bond Trustee shall not be responsible for any payment or reimbursement by the Principal Paying Agent to the other Paying Agents. 16.4 If the Principal Paying Agent, in its ordinary course of business, recovers any value added tax or similar tax which is attributable (in the sole and absolute discretion of the Principal Paying Agent) to any expense or cost paid by the Issuer to the Principal Paying Agent under this Agreement, then the Principal Paying Agent shall reimburse such recovered amount to the Issuer. The Principal Paying Agent shall have no obligation to recover, calculate, attribute, obtain or seek to recover, calculate, attribute or obtain, any such tax or relief, and shall have the sole and absolute discretion as to whether it shall recover, calculate, attribute, obtain or seek to recover, calculate, attribute or obtain any such tax or relief and the Principal Paying Agent shall not be responsible or liable for any amount so calculated, recovered, attributed and reimbursed to the Issuer. 16.5 All payments by the Issuer under Clause 17.1 of this Agreement shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any jurisdiction having power to tax, unless such withholding or deduction is required by Applicable Law. In that event, the Issuer shall pay such additional amounts as will result in receipt by the relevant Paying Agent of such amounts as would have been received by it if no such withholding had been required, unless such withholding or deduction is imposed, levied, collected, withheld or assessed by the relevant jurisdiction in consequence of the relevant Paying Agent being resident in or otherwise connected with the relevant jurisdiction.

COMMISSIONS AND EXPENSES. 20.1 16.1 The Issuer (failing which the Group Guarantor and, following service of a Notice to Pay on the LLP, the LLP) agree(s) to shall pay to the Principal Paying Agent such fees and commissions (plus an amount in respect of VAT or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoice) as the Issuer, the Guarantors and the Principal Paying Agent shall separately agree in respect of the services of the Paying Agents (other than the N Covered Bond Paying Agent, N Covered Bond Registrar and the N Covered Bond Transfer Agent) under this Agreement as shall be agreed between the Issuer and the Principal Paying Agent. The Issuer shall not be concerned with the apportionment of such fees and commissions among the Paying Agents nor shall any Paying Agent have any recourse to the Issuer once the same shall have been paid to the Principal Paying Agent. 16.2 The Issuer shall pay to the Principal Paying Agent an amount equal to any value added tax for which any Paying Agent is liable to account upon receipt of a valid value added tax invoice addressed to the Issuer as the recipient of the relevant supply in respect of the fees and any commissions together with any reasonable out of pocket all expenses (including legal, printing, postage, fax, cable and advertising expenses) properly incurred by the Paying Agents (including irrecoverable value added tax) in connection with their services under this Agreement. 20.2 The Issuer (failing which the Group Guarantor and, following the occurrence of an Issuer Event of Default and service of a Notice to Pay on the LLP, the LLP) agree(s) to pay to the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent such fees and commissions as the Issuer, the LLP and the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent shall separately agree in respect of the services of the N Covered Bond Paying Agent, the N Covered Bond Registrar and the N Covered Bond Transfer Agent under this Agreement together with any reasonable out of pocket expenses incurred by the N Covered Bond Registrar, the N Covered Bond Paying Agent and the N Covered Bond Transfer Agent in connection with their services under this Agreement. 20.3 16.3 The Principal Paying Agent will make shall arrange for the payment of the fees and commissions due under this Agreement to the other Paying Agents (other than and arrange for the N Covered Bond Paying Agent and N Covered Bond Registrar) (plus an amount in respect reimbursement of United Kingdom value added tax or similar tax chargeable in respect of the services to which such fees and commission relate upon receipt of a valid tax invoice) and will reimburse their expenses promptly after the receipt of the relevant moneys from the Issuer. The Issuer or the relevant Guarantor (as the case may be). Neither the Issuer, the Guarantors nor the Bond Trustee shall not be responsible for any payment or reimbursement by the Principal Paying Agent to the other Paying Agents. 16.4 If the Principal Paying Agent, in its ordinary course of business, recovers any value added tax or similar tax which is attributable (in the sole and absolute discretion of the Principal Paying Agent) to any expense or cost paid by the Issuer to the Principal Paying Agent under this Agreement, then the Principal Paying Agent shall reimburse such recovered amount to the Issuer. The Principal Paying Agent shall have no obligation to recover, calculate, attribute, obtain or seek to recover, calculate, attribute or obtain, any such tax or relief, and shall have the sole and absolute discretion as to whether it shall recover, calculate, attribute, obtain or seek to recover, calculate, attribute or obtain any such tax or relief and the Principal Paying Agent shall not be responsible or liable for any amount so calculated, recovered, attributed and reimbursed to the Issuer. 16.5 All payments by the Issuer under Clause 17.1 of this Agreement shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by any jurisdiction having power to tax, unless such withholding or deduction is required by Applicable Law. In that event, the Issuer shall pay such additional amounts as will result in receipt by the relevant Paying Agent of such amounts as would have been received by it if no such withholding had been required, unless such withholding or deduction is imposed, levied, collected, withheld or assessed by the relevant jurisdiction in consequence of the relevant Paying Agent being resident in or otherwise connected with the relevant jurisdiction.‌