Common use of COMMISSIONS AND EXPENSES Clause in Contracts

COMMISSIONS AND EXPENSES. 18.1 The Issuer or failing the Issuer, the Guarantor shall pay to the Fiscal Agent such fees and commissions in respect of the services of the Agents under this Agreement as shall be agreed between the Issuer, the Guarantor and the Fiscal Agent. The Issuer and the Guarantor shall not be concerned with the apportionment of such fees and commissions among the Agents. 18.2 The Issuer (and failing the Issuer, the Guarantor) shall pay to the Fiscal Agent an amount equal to any value added tax which may be payable in respect of the fees and commissions together with all reasonable expenses incurred by the Paying Agents in connection with their services under this Agreement. 18.3 The Fiscal Agent shall arrange for the payment of the fees and commissions due to the other Agents and arrange for the reimbursement of their expenses promptly after the receipt of the relevant moneys from the Issuer or the Guarantor (as the case may be). Neither the Issuer nor the Guarantor shall be responsible for any payment or reimbursement by the Fiscal Agent to the other Paying Agents. 18.4 The fees, commissions and expenses payable to the Fiscal Agent for services rendered and the performance of its obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Agent (or to its knowledge by any of its associates) in connection with any transaction effected by the Fiscal Agent with or for the Issuer.

COMMISSIONS AND EXPENSES. 18.1 15.1 The Issuer or or, failing the Issuer, the Guarantor shall pay to the Fiscal Agent such fees and commissions in respect of the services of the Paying Agents under this Agreement as shall be agreed between the Issuer, the Guarantor and the Fiscal Agent. The Issuer and the Guarantor shall not be concerned with the apportionment of such fees and commissions among the Paying Agents. 18.2 15.2 The Issuer (and failing the Issuer, the Guarantor) shall pay to the Fiscal Agent an amount equal to any value added tax which may be payable in respect of the fees and commissions together with all reasonable expenses incurred by the Paying Agents in connection with their services under this Agreement. 18.3 15.3 The Fiscal Agent shall arrange for the payment of the fees and commissions due to the other Agents and arrange for the reimbursement of their expenses promptly after the receipt of the relevant moneys from the Issuer or the Guarantor (as the case may be). Neither the Issuer nor the Guarantor shall be responsible for any payment or reimbursement by the Fiscal Agent to the other Paying Agents. 18.4 15.4 The fees, commissions and expenses payable to the Fiscal Agent for services rendered and the performance of its obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Agent (or to its knowledge by any of its associates) in connection with any transaction effected by the Fiscal Agent with or for the Issuer.

COMMISSIONS AND EXPENSES. 18.1 15.1 The Issuer or failing the Issuer, the Guarantor shall pay to the Fiscal Agent such fees and commissions in respect of the services servic es of the Agents under this Agreement as shall be agreed between the Issuer, the Guarantor Issuer and the Fiscal Agent. The Issuer and the Guarantor shall not be concerned with the apportionment of such fees and commissions payment among the Agents. 18.2 15.2 The Issuer (and failing the Issuer, the Guarantor) shall also pay to the Fiscal Agent an amount equal to any value added tax which may be payable in respect of the fees and commissions together with all reasonable expenses incurred inc urred by the Paying Agents in connection with their services under this Agreement. 18.3 15.3 The Fiscal Agent shall arrange for the payment of the fees and commissions due to the other Agents Paying Agents, if any, and arrange for the reimbursement of their expenses promptly after the receipt of the relevant moneys from the Issuer or the Guarantor (as the case may be). Neither the Issuer nor the Guarantor shall be responsible for any payment or reimbursement by the Fiscal Agent to the other Paying AgentsIssuer. 18.4 15.4 The fees, commissions and expenses payable to the Fiscal Agent for services rendered and the performance of its or any other Agent’s obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Fiscal Agent (or to its knowledge by any of its associates) in connection with any transaction effected by the Fiscal Agent with or for the Issuer. 15.5 At the request of the Fiscal Agent, the parties to this Agreement may from time to time during the continuance of this Agreement review the commissions agreed initially pursuant to subclause 15.1 with a view to determining whether the parties can mutually agree upon any changes to the commissions.

COMMISSIONS AND EXPENSES. 18.1 The Issuer or failing the Issuer, the Guarantor shall pay to the Fiscal Agent such fees and commissions in respect of the services of the Agents under this Agreement as shall be agreed between the Issuer, the Guarantor and the Fiscal Agent. The Issuer and the Guarantor shall not be concerned with the apportionment of such fees and commissions among the Agents. 18.2 The Issuer (and failing the Issuer, the Guarantor) shall pay to the Fiscal Agent an amount equal to any value added tax which may be payable in respect of the fees and commissions together with all reasonable expenses incurred by the Paying Agents in connection with their services under this Agreement. 18.3 The Fiscal Agent shall arrange for the payment of the fees and commissions due to the other Agents and arrange for the reimbursement of their expenses promptly after the receipt of the relevant moneys from the Issuer or the Guarantor (as the case may be). Neither the Issuer nor the Guarantor shall be responsible for any payment or reimbursement by the Fiscal Agent to the other Paying Agents. 18.4 The fees, commissions and expenses payable to the Fiscal Agent for services rendered and the performance of its obligations under this Agreement shall not be abated by any remuneration or other DOCPROPERTY "cpCombinedRef" 0012034-0005260 UKO2: 2004076912.9 amounts or profits receivable by the Agent (or to its knowledge by any of its associates) in connection with any transaction effected by the Fiscal Agent with or for the Issuer. 18.5 These fees, commissions and expenses shall include any costs or charges incurred by the Fiscal Agent in carrying out instructions to clear and/or settle transfers of securities under this Agreement (including cash penalty charges that may be incurred under Article 7 of the Central Securities Depositaries Regulation (EU) No 909/2014) if a settlement fail occurs due to the Issuer's failure to deliver any required securities or cash or other action or omission).

COMMISSIONS AND EXPENSES. 18.1 The Issuer or failing the Issuer, the Guarantor shall pay to the Fiscal Agent such fees and commissions in respect of the services of the Agents under this Agreement as shall be agreed between the Issuer, the Guarantor and the Fiscal Agent. The Issuer and the Guarantor shall not be concerned with the apportionment of such fees and commissions among the Agents. 18.2 The Issuer (and failing the Issuer, the Guarantor) shall pay to the Fiscal Agent an amount equal to any value added tax which may be payable in respect of the fees and commissions together with all reasonable expenses incurred by the Paying Agents in connection with their services under this Agreement. 18.3 The Fiscal Agent shall arrange for the payment of the fees and commissions due to the other Agents and arrange for the reimbursement of their expenses promptly after the receipt of the relevant moneys from the Issuer or the Guarantor (as the case may be). Neither the Issuer nor the Guarantor shall be responsible for any payment or reimbursement by the Fiscal Agent to the other Paying Agents. 18.4 The fees, commissions and expenses payable to the Fiscal Agent for services rendered and the performance of its obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Agent (or to its knowledge by any of its associates) in connection with any transaction effected by the Fiscal Agent with or for the Issuer. 18.5 These fees, commissions and expenses shall include any costs or charges incurred by the Fiscal Agent in carrying out instructions to clear and/or settle transfers of securities under this Agreement (including cash penalty charges that may be incurred under Article 7 of the Central Securities Depositaries Regulation (EU) No 909/2014) if a settlement fail occurs due to the Issuer’s failure to deliver any required securities or cash or other action or omission).

COMMISSIONS AND EXPENSES. 18.1 The Issuer or failing the Issuer, the Guarantor shall pay to the Fiscal Agent such fees and commissions in respect of the services of the Agents under this Agreement as shall be agreed between the Issuer, the Guarantor and the Fiscal Agent. The Issuer and the Guarantor shall not be concerned with the apportionment of such fees and commissions among the Agents. 18.2 The Issuer (and failing the Issuer, the Guarantor) shall pay to the Fiscal Agent an amount equal to any value added tax which may be payable in respect of the fees and commissions together with all reasonable expenses incurred by the Paying Agents in connection with their services under this Agreement. 18.3 The Fiscal Agent shall arrange for the payment of the fees and commissions due to the other Agents and arrange for the reimbursement of their expenses promptly after the receipt of the relevant moneys from the Issuer or the Guarantor (as the case may be). Neither the Issuer nor the Guarantor shall be responsible for any payment or reimbursement by the Fiscal Agent to the other Paying Agents.. 0012034-0005017 ICM:34416267.9 19 18.4 The fees, commissions and expenses payable to the Fiscal Agent for services rendered and the performance of its obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Agent (or to its knowledge by any of its associates) in connection with any transaction effected by the Fiscal Agent with or for the Issuer.

COMMISSIONS AND EXPENSES. 18.1 15.1 The Issuer or or, failing the Issuer, the Guarantor shall pay to the Fiscal Agent such fees and commissions in respect of the services of the Paying Agents under this Agreement as shall be separately agreed between the Issuer, the Guarantor and the Fiscal Agent. The Issuer and the Guarantor shall not be concerned with the apportionment of such fees and commissions among the Paying Agents. 18.2 15.2 The Issuer (and failing the Issuer, the Guarantor) shall pay to the Fiscal Agent an amount equal to any value added tax which may be payable in respect of the fees and commissions payable to, together with all reasonable expenses incurred by by, the Paying Agents in connection with their services under this Agreement. 18.3 15.3 The Fiscal Agent shall arrange for the payment of the fees and commissions due to the other Agents and arrange for the reimbursement of their expenses promptly after the receipt of the relevant moneys from the Issuer or the Guarantor (as the case may be). Neither the Issuer nor the Guarantor shall be responsible for any payment or reimbursement by the Fiscal Agent to the other Paying Agents. 18.4 The fees, commissions and expenses payable to the Fiscal Agent for services rendered and the performance of its obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Agent (or to its knowledge by any of its associates) in connection with any transaction effected by the Fiscal Agent with or for the Issuer.

COMMISSIONS AND EXPENSES. 18.1 15.1 The Issuer or failing the Issuer, the Guarantor shall pay to the Fiscal Agent such fees and commissions in respect of the services servic es of the Agents under this Agreement as shall be agreed between the Issuer, the Guarantor Issuer and the Fiscal Agent. The Issuer and the Guarantor shall not be concerned with the apportionment of such fees and commissions payment among the Agents. 18.2 15.2 The Issuer (and failing the Issuer, the Guarantor) shall also pay to the Fiscal Agent an amount equal to any value added tax which may be payable in respect of the fees and commissions together with all reasonable expenses (and any applicable VAT thereon) incurred by the Paying Agents in connection with their services under this Agreement. 18.3 15.3 The Fiscal Agent shall arrange for the payment of the fees and commissions due to the other Agents Paying Agents, if any, and arrange for the reimbursement of their expenses promptly after the receipt of the relevant moneys from the Issuer or the Guarantor (as the case may be). Neither the Issuer nor the Guarantor shall be responsible for any payment or reimbursement by the Fiscal Agent to the other Paying AgentsIssuer. 18.4 15.4 The fees, commissions and expenses payable to the Fiscal Agent for services rendered and the performance of its or any other Agent’s obligations under this Agreement shall not be abated by any remuneration or other amounts or profits receivable by the Fiscal Agent (or to its knowledge by any of its associates) in connection with any transaction effected by the Fiscal Agent with or for the Issuer. 15.5 At the request of the Fiscal Agent, the parties to this Agreement may from time to time during the continuance of this Agreement review the commissions agreed initially pursuant to subclause 15.1 with a view to determining whether the parties can mutually agree upon any changes to the commissions. 15.6 All payments by the Issuer under this clause will 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 government having power to tax, unless such withholding or deduction is required by law. In that event, the Issuer will pay such additional amounts as will result in receipt by the relevant Agent of such amounts as would have been received by it if no such withholding had been required.