Common use of FEES, EXPENSES AND STAMP DUTIES Clause in Contracts

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay to each Dealer all commissions from time to time agreed in connection with the sale of any Notes to that Dealer (and any value added or other similar tax thereon); and (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their legal advisers and auditors; and (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any Notes; (b) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation of the Program; and (c) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax.

FEES, EXPENSES AND STAMP DUTIES. (1) 9.1 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly payable by that Dealer or a member of its group or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, agents appointed under the Agency Agreement, the Deed VPS Trustee under the VPS Trustee Agreement and the VPS Agent under the VPS Agency Agreement; and (v) all expenses in connection with (A) the establishment of Guarantee the Programme and (B) each future update of the Programme including, but not limited to, the preparation and printing of Notesthe Base Prospectus, the Offering Circular all amendments and any amendments or supplements thereto (including the updating to it, replacements of any legal opinions issued pursuant it and each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any NotesIssuer; (bc) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution establishment and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). 9.2 All payments by the Issuer under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by the Kingdom of Norway or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, the Issuer agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) 9.1 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added or other similar tax thereon)) or, in the absence of such agreement, the commissions as set out in Appendix F hereto; and (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program Programme which are to be listed on a Stock Exchange;. (2) 9.2 The Issuers and the Guarantor jointly and severally undertake Issuer also undertakes that they shallit will: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to of the Agent and any paying agents; (ii) all reasonable expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee Covenant and the preparation and printing of Notes, the Offering Circular Prospectus and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) 3.4 and of any auditors' ’ comfort letters issued pursuant to Clause 5(75.11)); and; (iii) the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any an issue of any Notes; and (iv) the cost of obtaining credit ratings for the Programme; (b) pay to UBS Warburg such amount as is separately agreed in relation to Xxxxxx Xxxxxxx the reasonable fees and disbursements of the Xxxxxx Xxxxxxx and of legal advisers appointed by Xxxxxx Xxxxxxx to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Covenant and any documents referred to in any of them and any other documents required in connection with the creation of the Program; andProgramme; (c) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Covenant or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (d) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement. 9.3 Each Dealer represents that it will reimburse the Issuer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement against such Dealer.

FEES, EXPENSES AND STAMP DUTIES. (1) 9.1 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly payable by that Dealer or a member of its group or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, agents appointed under the Agency Agreement, the Deed VPS Trustee under the VPS Trustee Agreement and the VPS Agent; and (v) all expenses in connection with (A) the establishment of Guarantee the Programme and (B) each future update of the Programme including, but not limited to, the preparation and printing of Notesthe Base Prospectus, the Offering Circular all amendments and any amendments or supplements thereto (including the updating to it, replacements of any legal opinions issued pursuant it and each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any NotesIssuer; (bc) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution establishment and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). 9.2 All payments by the Issuer under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by Norway or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, the Issuer agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) 10.1 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes or Covered Bonds to that Dealer (and any value added tax properly chargeable thereon (to the extent that the Dealer or another member of its group is required to account to any relevant tax authority for that value added tax) or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program or Covered Bonds which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes or Covered Bonds; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to of the Agent and any paying agents;Agents appointed under the Agency Agreement; and (iiv) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with (A) the issueestablishment of the Programme and (B) each future update of the Programme including, authenticationbut not limited to, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Base Prospectus, the Offering Circular all amendments and any amendments or supplements thereto (including the updating to it, replacements of any legal opinions issued pursuant it and each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any NotesIssuer; (bc) pay to UBS Warburg such amount as is separately agreed in relation to the properly incurred fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note or Covered Bond, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). 10.2 All payments by the Issuer under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by Finland or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, the Issuer agrees to indemnify and hold the Dealers harmless against any Taxes (other than Taxes on overall net income) which they are required to pay in respect of any amount paid by the Issuer under this Agreement. If the Issuer has indemnified and held a Dealer harmless against any Taxes, and the relevant Dealer determines that a credit against, relief or remission for, or repayment of such Taxes are attributable to such Taxes, the relevant Dealer shall pay an amount to the Issuer that is equivalent to the amount of such credit, relief, remission or repayment.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) 9.1 pay to each Dealer all commissions from time to time agreed between the Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added tax or other similar tax thereon); and (b) 9.2 pay (together with any value added tax or other similar tax thereon): (i) 9.2.1 the fees and expenses of their its legal advisers and auditors; and; (ii) 9.2.2 the cost costs of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2) The Issuers and 9.2.3 the Guarantor jointly and severally undertake that they shall:costs of obtaining any credit rating for the Notes as agreed by the Issuer; (a) pay (together 9.2.4 the costs of any publicity agreed by the Issuer in connection with any value added tax issue of Notes; 9.2.5 the cost of obtaining the approval of the Prospectus or any supplement thereto by the Luxembourg Stock Exchange; 9.2.6 the costs in relation to the publication of the Prospectus and any supplement thereto in accordance with the Luxembourg Prospectus Law and any other similar tax thereon):applicable law; (i) 9.2.7 the fees and expenses payable to of the Fiscal Agent and any paying agents;agent as more fully set out in a letter between the Issuer and the Fiscal Agent; and (ii) 9.2.8 all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee Agreement and the preparation and printing of Notes, the Offering Circular Prospectus and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) 3.4 and of any auditors' ’ comfort letters issued pursuant to Clause 5(75.7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any Notes; (b) 9.3 pay to UBS Warburg such amount as is separately agreed in relation to Deutsche Bank the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Agreement and any documents referred to in any of them and any other documents required in connection with the creation update of the ProgramProgramme as more fully set out in a letter of even date herewith between Linde plc and Deutsche Bank; and (c) 9.4 pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Agreement or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax.

FEES, EXPENSES AND STAMP DUTIES. (1) 9.1 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly chargeable thereon (to the extent that the Dealer or another member of its group is required to account to any tax authority for that value added tax) or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable referred to in the Agent and any paying agents;Agency Agreement; and (iiv) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with each update of the issueProgramme including, authenticationbut not limited to, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Base Prospectus, the Offering Circular all amendments and any amendments or supplements thereto (including the updating to it, replacements of any legal opinions issued pursuant it and each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any NotesIssuer; (bc) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution establishment and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). 9.2 All payments by the Issuer under this clause 9 shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by Switzerland or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made.

FEES, EXPENSES AND STAMP DUTIES. (1) 10.1 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to of the Agent and any paying agents;Agents appointed under the Agency Agreement; and (iiv) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with (A) the issueestablishment of the Programme and (B) each future update of the Programme including, authenticationbut not limited to, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Base Prospectus, the Offering Circular all amendments and any amendments or supplements thereto (including the updating to it, replacements of any legal opinions issued pursuant it and each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any NotesIssuer; (bc) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution establishment and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement. 10.2 All payments by the Issuer under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by the Kingdom of Norway or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, the Issuer agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) 10.1 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes Covered Bonds to that Dealer (and together with an amount equal to any value added or other similar tax thereonVAT chargeable on the services provided by each Dealer in relation thereto); and; (b) save as otherwise agreed with the Arranger, pay all expenses (together with an amount equal to any value added tax or other similar tax thereon):VAT chargeable in relation thereto) incidental to the performance of its obligations hereunder, including: (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing or admission to trading and maintaining the listing or admission to trading of any Notes to be issued under the Program Covered Bonds which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Covered Bonds; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to of the Agent Bond Trustee, the Security Trustee and any paying agentsthe Agents appointed under the Agency Agreement; (iiv) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes any and all Covered Bonds and the preparation of Global Notes, this Agreementthe Prospectus and the Disclosure Documents, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular Transaction Documents and any amendments or supplements thereto thereto; (vi) any qualification of the Covered Bonds under U.S. state securities laws in accordance with the provisions of paragraph (b) of Clause 5.8 hereof, including filing fees and the updating reasonable fees and disbursements of counsel for the Dealers in connection therewith and in connection with the preparation and delivery to the Dealers of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7))Blue Sky or Legal Investment Survey; and (iiivii) the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any an issue of any NotesCovered Bonds; (bc) save as otherwise agreed with the Arranger, pay to UBS Warburg such the Arranger upon production of an itemised account all costs and expenses (together with an amount as is separately agreed equal to any VAT chargeable in relation to thereto) incurred by the Arranger (including fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereonArranger with the prior approval of the Issuer) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Transaction Documents and any documents referred to in any of them and any other documents required in connection with the creation establishment of the Program; andthis Programme; (cd) bear and pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve taxinterest and penalties) payable in Germany, the United States of America, the United Kingdom, Switzerland on or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of any Transaction Document or any Covered Bond; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights against the Issuer and/or any Seller under this Agreement, any communication pursuant hereto. 10.2 Save as otherwise agreed with the Arranger, the Agency Agreement, LLP undertakes that it will pay (together with any amounts in respect of VAT or similar tax thereon) the Deed fees and expenses of Covenant, the Deed of Guarantee or any Note its legal advisers and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or taxauditors.

FEES, EXPENSES AND STAMP DUTIES. (1a) The Issuers and Issuer, failing which the Guarantor jointly and severally undertake Guarantor, undertakes that they shallit will: (ai) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax chargeable thereon (to the extent that the Dealer or another member of its group is required to account to any relevant tax authority for that value added tax) or other similar tax thereon); and; (bii) pay (together with any value added tax or other similar tax thereon):) : (iA) the fees and expenses of their its legal advisers and auditors; and; (iiB) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2C) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes; (a) pay (together with any value added tax or other similar tax thereon): (iD) the fees and expenses payable to of the Agent Trustee and any paying agents;the Agents appointed under the Agency Agreement; and (iiE) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with (I) the issueestablishment of the Programme and (II) each future update of the Programme including, authenticationbut not limited to, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Base Prospectus, the Offering Circular all amendments and any amendments or supplements thereto (including the updating to it, replacements of any legal opinions issued pursuant it and each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any issue of any NotesGuarantor; (biii) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers and the Trustee (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution establishment and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme, subject to any pre-agreed fee caps; (civ) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (v) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). (b) All payments by the Issuer and the Guarantor under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by The Netherlands, the Kingdom of Spain, England, Belgium or Luxembourg (as the case may be) or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer or, as the case may be, the Guarantor will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, each of the Issuer and the Guarantor agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer or, as the case may be, the Guarantor under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and the Guarantor jointly and severally undertake Issuer, failing which PT and/or PTC, undertakes that they shallit will: (a) pay to each Dealer all commissions agreed from time to time agreed between the Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their the Issuer's, PT's and PTC's legal advisers and auditors; and; (ii) the cost of listing listing/and admitting to trading and maintaining the listing and admission to the trading of any Notes to be issued under the Program which are to be listed and/or admitted to trading on a Stock Exchangethe Official List; (2) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of obtaining any publicity credit rating for the Notes; (iv) the fees and expenses of the Trustee and the agents appointed under the Agency Agreement as agreed in writing by any Issuer or between the Guarantor parties therein; and (v) all expenses in connection with the Program or any issue establishment and updating of the Programme including, but not limited to, the preparation and printing of the Offering Circular and the cost of any Notespublicity agreed by the Issuer, PT or PTC; (bc) pay to UBS Warburg such amount as is separately Xxxxxxx Xxxxx International the agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers and the Trustee (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, promptly any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement. (2) All payments by the Issuer, PT and PTC under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by The Netherlands and Portugal or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (“Taxes”). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer or, as the case may be, PT and/or PTC will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, the Issuer, PT and PTC agree to indemnify and hold the Managers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer or, as the case may be, PT and/or PTC under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers Linde plc and the Guarantor Linde Finance jointly and severally undertake that they shallwill: (a) 9.1 pay to each Dealer all commissions from time to time agreed between the relevant Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added tax or other similar tax thereon); and (b) 9.2 pay (together with any value added tax or other similar tax thereon): (i) 9.2.1 the fees and expenses of their its legal advisers and auditors; and; (ii) 9.2.2 the cost costs of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2) The Issuers and 9.2.3 the Guarantor jointly and severally undertake that they shall:costs of obtaining any credit rating for the Notes as agreed by the Issuer; (a) pay (together 9.2.4 the costs of any publicity agreed by the Issuer in connection with any value added tax issue of Notes; 9.2.5 the cost of obtaining the approval of the Prospectus or any supplement thereto by the Luxembourg Stock Exchange; 9.2.6 the costs in relation to the publication of the Prospectus and any supplement thereto in accordance with the Luxembourg Prospectus Law and any other similar tax thereon):applicable law, (i) 9.2.7 the fees and expenses payable to of the Fiscal Agent and any paying agents;agent as more fully set out in a letter between Linde plc and the Fiscal Agent; and (ii) 9.2.8 all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular Prospectus and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) 3.4 and of any auditors' ’ comfort letters issued pursuant to Clause 5(75.7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any Notes; (b) 9.3 pay to UBS Warburg such amount as is separately agreed in relation to Deutsche Bank the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation update of the ProgramProgramme as more fully set out in a letter of even date herewith between Linde plc, Linde Finance and Deutsche Bank; and (c) 9.4 pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers Issuer and the Guarantor jointly and severally undertake that they shallwill: (a) except in the case of an issue of Notes on a syndicated basis (the commissions for which will be agreed at the time of agreement for such issue) pay to each Dealer all -------------------------------------------------------------------------------- 23 -------------------------------------------------------------------------------- commissions from time to time agreed in connection with the sale of any Notes to that Dealer (and any value added or other similar tax thereon); and (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and (ii) the cost of listing and maintaining the listing of any Notes issued pursuant to be issued under the Program this Agreement which are to be listed on a Stock Exchange;. (2) The Issuers Issuer and the Guarantor also jointly and severally undertake that they shallwill: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to of the Agent Registrar, the Agent, any Paying Agents, the Transfer Agents and any paying agentsthe Exchange Agent; (ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global bearer global Notes and registered global Notes, this Agreement, the Agency AgreementGuarantee, the Deed of Guarantee Covenant and the preparation and printing of any and all Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7clause 6(6)); and (iii) the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any issue of any Notes; (b) pay to UBS Warburg such amount as is separately agreed in relation to BSIL the fees and disbursements of the legal advisers appointed to represent the Programme Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency AgreementGuarantee, the Deed of Covenant, the Deed of Guarantee Covenant and any documents referred to in any of them and any other documents required in connection with this Agreement or the creation issue of the Program; andany Notes under this Agreement; (c) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (d) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers Linde plc and the Guarantor Linde Finance jointly and severally undertake that they shallwill: (a) 9.1 pay to each Dealer all commissions from time to time agreed between the relevant Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added tax or other similar tax thereon); and (b) 9.2 pay (together with any value added tax or other similar tax thereon): (i) 9.2.1 the fees and expenses of their its legal advisers and auditors; and; (ii) 9.2.2 the cost costs of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2) The Issuers and 9.2.3 the Guarantor jointly and severally undertake that they shall:costs of obtaining any credit rating for the Notes as agreed by the Issuer; (a) pay (together 9.2.4 the costs of any publicity agreed by the Issuer in connection with any value added tax issue of Notes; 9.2.5 the cost of obtaining the approval of the Prospectus or any supplement thereto by the Luxembourg Stock Exchange; 9.2.6 the costs in relation to the publication of the Prospectus and any supplement thereto in accordance with the Luxembourg Prospectus Law and any other similar tax thereon):applicable law; (i) 9.2.7 the fees and expenses payable to of the Fiscal Agent and any paying agents;agent as more fully set out in a letter between Linde plc and the Fiscal Agent; and (ii) 9.2.8 all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular Prospectus and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) 3.4 and of any auditors' ’ comfort letters issued pursuant to Clause 5(75.7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any Notes; (b) 9.3 pay to UBS Warburg such amount as is separately agreed in relation to Deutsche Bank the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation update of the ProgramProgramme as more fully set out in a letter of even date herewith between Linde plc, Linde Finance and Deutsche Bank; and (c) 9.4 pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and ‌ In relation to each Tranche of Notes, the Guarantor jointly and severally undertake that they Issuer shall, subject to Clause 15, unless otherwise agreed with the relevant Dealer by way of additional fees to such Dealer in respect of its services provided to the Issuer: (a) 10.1 pay to each Dealer of such Tranche all commissions (including any value added or other tax thereon properly payable by such Dealer) from time to time agreed in connection with the sale of any Notes of such Tranche to that Dealer (and any value added or other similar tax thereon); andDealer; (b) 10.2 pay (together with including any value added tax or other similar tax thereonthereon properly payable by such Dealer): (i) 10.2.1 the fees and expenses of their legal advisers and auditors; and (ii) in each relevant jurisdiction, the cost of listing and maintaining Trustee, the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Principal Paying Agent, any paying agent or Paying Agents, the Dealers) Registrar, the Issue Agent, the Determination Agent, any Calculation Agent and the Custodian in each case in respect of such Tranche; 10.2.2 all expenses in connection with the preparation, printing, issue, authentication, packaging and initial delivery of the Notes and the preparation of Global Notesfor such Tranche, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Registration Document, the Offering Circular any Securities Note, any Applicable Supplement, and any amendments or supplements thereto for each Tranche (including the updating of any legal opinions issued pursuant to Clause 3(4) 3.4); 10.2.3 the cost of listing and maintaining the listing of any auditors' comfort letters issued pursuant to Clause 5(7)the Notes of such Tranche (other than Unlisted Notes); and 10.2.4 the cost of procuring such translations of all or part of a Securities Note (iiior any supplement) as may be necessary or desirable in connection with procuring from time to time any certificate of approval under Article 24 and Article 25 of the Prospectus Regulation to be provided to the competent authority in any Member State as agreed between the Issuer and the relevant Dealer or Lead Manager and the cost of such other measures as may be agreed between the Issuer and the relevant Dealer or Lead Manager as necessary or desirable to ensure that offers of Notes may be made to the public in compliance with all applicable laws in such Member State; and 10.2.5 the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any issue of any Notessuch Tranche; (b) 10.3 pay to UBS Warburg such amount as is separately agreed in relation to the MSIP, by way of additional arrangement fee, all costs and expenses (including fees and disbursements of the legal advisers appointed to represent the Dealers Dealer) (including any value added tax or other similar tax thereonthereon properly payable by MSIP) incurred by MSIP in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Transaction Documents and any documents referred to in any of them and any other documents required in connection with the creation of the ProgramProgramme; 10.4 reimburse each Dealer of each Tranche for its reasonable costs and expenses incurred in protecting or enforcing any of its rights under this Agreement; and (c) 10.5 pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, of the Agency Agreement, Transaction Documents or the Deed of Covenant, the Deed of Guarantee or Trade Documents and any Note and shall indemnify each Dealer against any liability with respect to to, or resulting from from, any delay in paying or omission omitting to pay any such duty or tax.

FEES, EXPENSES AND STAMP DUTIES. (1) 9.1 The Issuers and Issuer, failing which the Guarantor jointly and severally undertake Guarantors, undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly chargeable thereon (to the extent that the Dealer or another member of its group is required to account to any relevant tax authority for that value added tax) or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to of the Agent Trustee under Clause 15 of the Trust Deed and any paying agents;the Agents appointed under the Agency Agreement; and (iiv) all its own or other agreed expenses (other than those of the Agent, any paying agent or the Dealers) in connection with (A) the issueestablishment of the Programme and (B) each future update of the Programme including, authenticationbut not limited to, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Base Prospectus, the Offering Circular all amendments and any amendments or supplements thereto (including the updating to it, replacements of any legal opinions issued pursuant it and each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any issue of any NotesGuarantors; (bc) save as otherwise agreed with the Arranger, pay to UBS Warburg such amount as is separately the agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers and the Trustee (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution establishment and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its duly documented costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). 9.2 All payments by the Issuer and the Guarantors under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by the Republic of Italy (in respect of the Issuer and Luxottica S.r.l.) or the United States of America (in respect of Luxottica U.S. Holdings Corp) or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer or, as the case may be, the Guarantors will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, each of the Issuer and the Guarantors agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer or, as the case may be, the Guarantors under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers Issuer and the Guarantor jointly and severally undertake that they shall, subject to any agreement between the Issuer, the Guarantor and the relevant Dealer(s) to the contrary: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes Certificates to that Dealer (and any value added VAT properly chargeable thereon (to the extent that the Dealer or other similar another member of its group is required to account to any relevant tax thereonauthority for that VAT); and); (b) pay (together with any value added tax or other similar tax thereonirrecoverable VAT): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program Certificates which are to be listed on a Stock ExchangeTrading Venue; (2) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (iiii) the fees and expenses payable to of the Agent and any paying agentsAgents appointed under the Agency Agreement; (iiiv) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes any Certificates and the preparation of Global Notes, this Agreementany Certificates and the Agreements, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular Base Prospectus and any amendments or supplements thereto (including the updating provision of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(72.5(a)); and (iiiv) the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any issue of any NotesCertificates; (bc) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (if any) (including any value added tax or other similar tax thereonirrecoverable VAT) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Agreements and any documents referred to in any of them and any other documents required in connection with the creation establishment and each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax together with any interest or penalties thereon (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Certificate, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note hereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and In relation to each Tranche of Notes, the Guarantor jointly and severally undertake that they Issuer shall, subject to Clause 15, unless otherwise agreed with the relevant Dealer by way of additional fees to such Dealer in respect of its services provided to the Issuer: (a) 10.1 pay to each Dealer of such Tranche all commissions (including any value added or other tax thereon properly payable by such Dealer) from time to time agreed in connection with the sale of any Notes of such Tranche to that Dealer (and any value added or other similar tax thereon); andDealer; (b) 10.2 pay (together with including any value added tax or other similar tax thereonthereon properly payable by such Dealer): (i) 10.2.1 the fees and expenses of their legal advisers and auditors; and (ii) in each relevant jurisdiction, the cost of listing and maintaining Trustee, the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Principal Paying Agent, any paying agent or Paying Agents, the Dealers) Registrar, the Issue Agent, the Determination Agent, any Calculation Agent and the Custodian in each case in respect of such Tranche; 10.2.2 all expenses in connection with the preparation, printing, issue, authentication, packaging and initial delivery of the Notes and the preparation of Global Notesfor such Tranche, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Registration Document, the Offering Circular any Securities Note, any Applicable Supplement, and any amendments or supplements thereto for each Tranche (including the updating of any legal opinions issued pursuant to Clause 3(4) 3.4); 10.2.3 the cost of listing and maintaining the listing of any auditors' comfort letters issued pursuant to Clause 5(7)the Notes of such Tranche (other than Unlisted Notes); and 10.2.4 the cost of procuring such translations of all or part of a Securities Note (iiior any supplement) as may be necessary or desirable in connection with procuring from time to time any certificate of approval under Article 24 and Article 25 of the Prospectus Regulation to be provided to the competent authority in any Member State as agreed between the Issuer and the relevant Dealer or Lead Manager and the cost of such other measures as may be agreed between the Issuer and the relevant Dealer or Lead Manager as necessary or desirable to ensure that offers of Notes may be made to the public in compliance with all applicable laws in such Member State; and 10.2.5 the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any issue of any Notessuch Tranche; (b) 10.3 pay to UBS Warburg such amount as is separately agreed in relation to the MSIP, by way of additional arrangement fee, all costs and expenses (including fees and disbursements of the legal advisers appointed to represent the Dealers Dealer) (including any value added tax or other similar tax thereonthereon properly payable by MSIP) incurred by MSIP in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Transaction Documents and any documents referred to in any of them and any other documents required in connection with the creation of the ProgramProgramme; 10.4 reimburse each Dealer of each Tranche for its reasonable costs and expenses incurred in protecting or enforcing any of its rights under this Agreement; and (c) 10.5 pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, of the Agency Agreement, Transaction Documents or the Deed of Covenant, the Deed of Guarantee or Trade Documents and any Note and shall indemnify each Dealer against any liability with respect to to, or resulting from from, any delay in paying or omission omitting to pay any such duty or tax.

FEES, EXPENSES AND STAMP DUTIES. (1) ‌ 9.1 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the reasonable fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes (if agreed by the Issuer); (a) pay (together with any value added tax or other similar tax thereon): (iiv) the reasonable fees and expenses payable to of the Agent Trustee and any paying agents;the Agents appointed under the Agency Agreement; and (iiv) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with each update of the issueProgramme including, authenticationbut not limited to, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Base Prospectus all amendments and supplements to it, the Offering Circular replacements of it and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity previously agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any NotesIssuer; (bc) pay to UBS Warburg such amount as is separately agreed in relation to the reasonable fees and disbursements of the legal advisers appointed to represent the Dealers and the Trustee (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme as agreed in writing by the Issuer; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement. 9.2 All payments by the Issuer under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by South Africa or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, the Issuer agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and 11.1 In relation to each Tranche, the Guarantor jointly and severally undertake that they Issuer shall: (a) 11.1.1 pay to each Dealer of such Tranche all commissions (including any value added or other tax thereon) from time to time agreed in connection with the sale of any Notes of such Series to that Dealer (and any value added or other similar tax thereon); andDealer; (b) 11.1.2 pay (together with including any applicable value added tax or other similar tax thereon): (ia) the properly incurred fees and expenses of their its legal advisers in each relevant jurisdiction, the Trustee, the Principal Paying Agent, any Paying Agents, the Registrar, the Transfer Agent, any Calculation Agent and auditors; and (ii) the cost Custodian, in each case in respect of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchangesuch Tranche; (2) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to the Agent and any paying agents; (iib) all reasonable expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the preparation, printing, issue, authentication, packaging and initial delivery of the Notes and the preparation of Global Notesfor such Tranche, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular Base Prospectus or the applicable Issue Terms and any amendments or supplements thereto for each Tranche (including the updating of any legal opinions issued pursuant to Clause 3(43.4 (Updating of legal opinions)); (c) the cost of listing and maintaining the listing of any auditors' comfort letters issued pursuant to Clause 5(7)the Notes of such Tranche (other than unlisted Notes); and (iiid) the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any issue of any Notessuch Tranche; (b) 11.1.3 pay to UBS Warburg such amount as is separately agreed in relation to the Arranger all reasonable costs and expenses (including fees and disbursements of the legal advisers appointed to represent the Dealers Arranger and/or the Dealer(s)) (including any value added tax or other similar tax thereon) incurred by the Arranger in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Transaction Documents and any documents referred to in any of them and any other documents required in connection with the creation of the ProgramProgramme; 11.1.4 reimburse each Dealer of each Tranche for its reasonable costs and expenses incurred in protecting or enforcing any of its rights under this Agreement; and (c) 11.1.5 pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, of the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Transaction Documents or Trade Documents and any Note and shall indemnify each Dealer against any liability with respect to to, or resulting from from, any delay in paying or omission omitting to pay any such duty or taxtax in relation to a Tranche, proceedings and demands arising from the negligence, bad faith or wilful default of such person.

FEES, EXPENSES AND STAMP DUTIES. (1) 10.1 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes Covered Bonds to that Dealer (and together with an amount equal to any value added or other similar tax thereonVAT chargeable on the services provided by each Dealer in relation thereto); and; (b) save as otherwise agreed with the Arrangers, pay all expenses (together with an amount equal to any value added tax or other similar tax thereon):VAT chargeable in relation thereto) incidental to the performance of its obligations hereunder and the establishment and maintenance of the Program, including: (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing or admission to trading and maintaining the listing or admission to trading of any Notes to be issued under the Program Covered Bonds which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Covered Bonds; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to of the Agent Bond Trustee and any paying agentsthe Agents appointed under the Agency Agreement; (iiv) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging packaging, printing and initial delivery of Notes any and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee all Covered Bonds and the preparation and printing (if applicable) of Notesthe Prospectus and the Disclosure Documents, the Offering Circular Transaction Documents and any amendments or supplements thereto thereto; (vi) any qualification of the Covered Bonds under U.S. state securities laws in accordance with the provisions of Section 5.6(b) hereof, including filing fees and the updating reasonable fees and disbursements of counsel for the Dealers in connection therewith and in connection with the preparation and delivery to the Dealers of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7))Blue Sky or Legal Investment Survey; and (iiivii) the cost of any marketing and any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any an issue of any NotesCovered Bonds; (bc) save as otherwise agreed with the Arrangers and the Dealers, pay to UBS Warburg such the Arrangers and Dealers upon production of an itemised account all costs and expenses (together with an amount as is separately agreed equal to any VAT chargeable in relation to thereto) incurred by the Arrangers and Dealers (including fees and disbursements of the legal and other professional advisers appointed to represent the Dealers (including any value added tax or other similar tax thereonArrangers and Dealers) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Transaction Documents and any documents referred to in any of them and any other documents required in connection with the creation establishment and maintenance of this Program and any issue of Covered Bonds under the Program; and; (cd) bear and pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve taxinterest and penalties) payable in Germany, the United States of America, the United Kingdom, Switzerland on or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of any Transaction Document or any Covered Bond; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights against the Issuer and/or any Seller under this Agreement, any communication pursuant hereto. 10.2 Save as otherwise agreed with the Arrangers, the Agency Agreement, Guarantor undertakes that it will pay (together with any amounts in respect of VAT or similar tax thereon) the Deed fees and expenses of Covenant, the Deed of Guarantee or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or taxits legal advisers.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and Each Issuer, failing which (where the Guarantor jointly and severally undertake Issuer is CSF) the Guarantor, undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed in connection with the sale of any Notes to that Dealer (and any value added or other similar tax thereon); and (b) pay (together with any amount in respect of value added tax or other similar tax thereonpayable in respect thereof): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued by it under the Program Programme which are to be listed on a Stock Exchange;; and (b) pay to Deutsche Bank the amount separately agreed between the Issuers and Deutsche Bank in respect of the fees and expenses incurred by or on behalf of the Dealers in establishing [and updating] the Programme (including the fees and disbursements of the legal advisers appointed to represent the Dealers and the Trustee (including any amounts in respect of value added tax thereon)). (2) The Issuers and Each Issuer, failing which (where the Guarantor jointly and severally undertake that they shallIssuer is CSF) the Guarantor, also undertakes that, subject to any agreement to the contrary in or pursuant to a Subscription Agreement or with the relevant Dealer in respect of any particular tranche, it will: (a) pay to each Dealer the commissions agreed in connection with and at the time of each sale of Notes to that Dealer (and any amount in respect of value added tax or any other similar tax on value or turnover which is enacted in addition to or in substitution for such value added tax thereon); and (b) pay (together with any amount in respect of value added tax or any other similar tax on value or turnover which is enacted in addition to or in substitution for such value added tax thereon): (i) the agreed fees and expenses payable to of the Trustee, the Principal Paying Agent and any paying agentsAgents (if any); (ii) all the agreed expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7)if any); and (iii) the cost of any publicity agreed in writing to by any the relevant Issuer or the Guarantor in connection with the Program or any issue of any Notes;Notes (if any). Back to Contents (b3) pay to UBS Warburg such amount as Each Issuer, failing which (where the Issuer is separately agreed in relation to CSF) the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiationGuarantor, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation of the Program; and (c) also undertakes that it will pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or taxtax and reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers 9.1 Unless otherwise agreed between the relevant Issuer and the Guarantor jointly and severally undertake Dealer(s) with respect to a particular Tranche of Notes, each Issuer undertakes that they shall:it will (whether or not any Notes are issued hereunder): (a) pay to each Dealer all commissions from time to time agreed between the relevant Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to of the Agent and any paying agents;Agents appointed under the Agency Agreement; and (iiv) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with (A) the issueestablishment of the Programme and (B) each future update of the Programme including, authenticationbut not limited to, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular Circular, all amendments and any amendments or supplements thereto (including the updating to it, replacements of any legal opinions issued pursuant it and each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any Notesrelevant Issuer; (bc) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement. 9.2 Payment of the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or similar tax thereon) in connection with the establishment of the Programme will be shared equally between Barclays Bank PLC, UBS Limited and Wachovia Securities International Limited. 9.3 Subject to the succeeding sentence, all payments to a Dealer by each Issuer under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by the United States of America or by any department, agency or other political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto, except for (i) any tax which could not have been imposed if the relevant Dealer had no present or former connection with the jurisdiction imposing such tax other than the performance of its obligations hereunder, (ii) any income, franchise or similar tax imposed on the overall net income of the relevant Dealer by any jurisdiction of which the payee is a resident, citizen or domiciliary, or in which such payee is engaged in business, (iii) any tax imposed that would not have been imposed but for the failure by the relevant Dealer to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any taxing authority if compliance is required by such taxing authority as a pre-condition to exemption from, or reduction in rate of, such tax, and (iv) any tax which could not have been imposed if the relevant Dealer had not performed services in the United States, all such taxes not subject to the exceptions, (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the relevant Issuer will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, each Issuer agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the relevant Issuer under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and the Guarantor jointly and severally undertake Issuer, failing which PT and/or PTC, undertakes that they shallit will: (a) pay to each Dealer all commissions agreed from time to time agreed between the Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their the Issuer's, PT's and PTC's legal advisers and auditors; and; (ii) the cost of listing listing/and admitting to trading and maintaining the listing and admission to the trading of any Notes to be issued under the Program which are to be listed and/or admitted to trading on a Stock Exchangethe Official List; (2) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of obtaining any publicity credit rating for the Notes; (iv) the fees and expenses of the Trustee and the agents appointed under the Agency Agreement as agreed in writing by any Issuer or between the Guarantor parties therein; and (v) all expenses in connection with the Program or any issue establishment of the Programme including, but not limited to, the preparation and printing of the Offering Circular and the cost of any Notespublicity agreed by the Issuer, PT or PTC; (bc) pay to UBS Warburg such amount as is separately Xxxxxxx Xxxxx International the agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers and the Trustee (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, promptly any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and Except as otherwise agreed, the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) 10.1 pay to each Dealer all on demand the commissions from time to time (if any) agreed in connection with and at the time of each sale of any Notes to that Dealer or to a person procured by that Dealer (and any value added VAT or other similar tax thereon, if applicable); and (b) 10.2 pay (together with any value added tax VAT or other similar tax thereon):, if applicable) all reasonable costs and expenses incidental to the performance of its obligations under this Agreement, including but not limited to - (i) 10.2.1 the reasonable fees and expenses of their its legal advisers and auditors; and; (ii) 10.2.2 the cost of listing and maintaining the listing of any Notes to be issued by the Issuer under the Program which Programme on a Relevant Financial Exchange, where such Notes are intended to be listed on a Stock Exchangelisted; (2) The Issuers 10.2.3 the cost of obtaining and maintaining any rating for the Issuer, the Programme and/or the Notes; 10.2.4 the agreed fees of, or expenses incurred by, the Transfer Agent, the Paying Agent and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable Calculation Agent pursuant to the Agent and any paying agentsAgency Agreement; (ii) 10.2.5 all reasonable expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, marketing, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee any Subscription Agreement and the preparation and printing of NotesCertificates, the Offering Circular Programme Memorandum and any amendments or supplements thereto (including the cost of updating of any legal opinions issued pursuant to Clause 3(4) clause 4.4 and of any auditors' ’ comfort letters issued pursuant to Clause 5(7clause 6.6)); and, provided that proof thereof is furnished to the Issuer; (iii) 10.2.6 the cost of any publicity agreed in writing to by any the Issuer or the Guarantor in connection with the Program or Programme and any issue of any Notes; (b) 10.3 pay to UBS Warburg such amount as is separately the agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Arranger and the Dealers (including any value added tax VAT or other similar tax thereon, if applicable) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency AgreementProgramme Memorandum, the Deed of Covenant, the Deed of Guarantee Agency Agreement and any documents referred to in any of them and any other documents required in connection with the creation implementation or maintenance of the ProgramProgramme and the issue of Notes; and (c) 10.4 pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) imposed within the Republic of South Africa and payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Programme Memorandum or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying paying, or omission to pay pay, any such duty or tax.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions agreed from time to time agreed between the Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly payable by that Dealer or a member of its group or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their the Issuer’s, PT’s and PTC’s legal advisers and auditors; and; (ii) the cost of listing listing/and admitting to trading and maintaining the listing and admission to the trading of any Notes to be issued under the Program which are to be listed and/or admitted to trading on a Stock Exchangethe Official List; (2) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of obtaining any publicity credit rating for the Notes; (iv) the fees and expenses of the Trustee and the agents appointed under the Agency Agreement as agreed in writing by any Issuer or between the Guarantor parties therein; and (v) all expenses in connection with the Program or any issue establishment and updating of the Programme including, but not limited to, the preparation and printing of the Offering Circular and the cost of any Notespublicity agreed by the Issuer, PT or PTC; (bc) pay to UBS Warburg such amount as is separately Xxxxxxx Xxxxx International the agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers and the Trustee (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, promptly any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). (2) If the Issuer shall have insufficient funds to meet its obligations under (1), PT and PTC shall make or have made available to the Issuer, before the due date for the fulfilment of such obligations, funds sufficient to enable the Issuer to meet such obligations, in full as they fall due. (3) All payments by the Issuer, PT and PTC under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by The Netherlands and Portugal or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (“Taxes”). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer or, as the case may be, PT and/or PTC will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, the Issuer, PT and PTC agree to indemnify and hold the Managers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer or, as the case may be, PT and/or PTC under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) 9.1 The Issuers and Issuer, failing which the Guarantor jointly and severally undertake Guarantor, undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly chargeable thereon (to the extent that the Dealer or another member of its group is required to account to any relevant tax authority for that value added tax) or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes; 0012034-0005017 ICM:34384371.10 20 (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to of the Agent Agents, the Registrar and any paying agents;all other agents appointed under the Agency Agreement; and (iiv) all costs and expenses (other than those of the Agent, any paying agent or the Dealers) properly incurred in connection with (A) the issueestablishment of the Programme and (B) each future update of the Programme including, authenticationbut not limited to, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Base Listing Particulars all amendments and supplements to it, the Offering Circular replacements of it and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any issue of any NotesGuarantor; (bc) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution establishment and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of United States, Belgium, Luxembourg and/or Ireland in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). 9.2 All payments by the Issuer and the Guarantor under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by the United States or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer or, as the case may be, the Guarantor will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, each of the Issuer and the Guarantor agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer or, as the case may be, the Guarantor under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) 9.1 The Issuers and the Guarantor jointly and severally undertake Issuer, undertakes that they shallit will: (a) 9.1.1 pay to each Dealer all commissions from time to time agreed between the Issuer and such Dealer in connection with the sale of any Notes to that Dealer (and any value added or other similar tax thereon); and (b) 9.1.2 pay (together with any value added tax or other similar tax thereon): (ia) the fees and expenses of their its legal advisers and auditors; and; (iib) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; and (c) the cost of any publicity agreed by the Issuer in connection with an issue of Notes; (2) 9.2 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) 9.2.1 pay (together with any value added tax or other similar tax thereon): (ia) the fees and expenses payable to of the Agent and all paying agents and of any paying agentsCalculation Agent; (iib) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, Notes and the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7))Information Memorandum; and (iiic) the cost of obtaining any publicity agreed in writing by any Issuer or credit rating for the Guarantor in connection with the Program or any issue of any Notes; (b) 9.2.2 pay to UBS Warburg such amount as is separately agreed in relation to Deutsche Bank AG London the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) thereon as agreed by Deutsche Bank AG London and the Issuer in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation of the Program; andProgramme; (c) 9.2.3 pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and 9.2.4 reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1a) The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (ai) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes Covered Bonds to that Dealer (and together with an amount equal to any value added or other similar tax thereonVAT chargeable on the services provided by each Dealer in relation thereto); and; (bii) save as otherwise agreed with the Arrangers, pay all expenses (together with an amount equal to any value added tax or other similar tax thereon):VAT chargeable in relation thereto) incidental to the performance of its obligations hereunder and the establishment and maintenance of the Program, including: (iA) the fees and expenses of their its legal advisers and auditors; and; (iiB) the cost of listing or admission to trading and maintaining the listing or admission to trading of any Notes to be issued under the Program Covered Bonds which are to be listed on a Stock Exchange; (2C) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Covered Bonds; (a) pay (together with any value added tax or other similar tax thereon): (iD) the fees and expenses payable to of the Agent Bond Trustee and any paying agentsthe Agents appointed under the Agency Agreement; (iiE) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging packaging, printing and initial delivery of Notes any and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee all Covered Bonds and the preparation and printing (if applicable) of Notesthe Prospectus and the Disclosure Package, the Offering Circular Transaction Documents and any amendments or supplements thereto thereto; (F) any qualification of the Covered Bonds under U.S. state securities laws in accordance with the provisions of Section 5.6(g) hereof, including filing fees and the updating reasonable fees and disbursements of counsel for the Dealers in connection therewith and in connection with the preparation and delivery to the Dealers of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7))Blue Sky or Legal Investment Survey; and (iiiG) the cost of any marketing and any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any an issue of any NotesCovered Bonds; (biii) save as otherwise agreed with the Arrangers and the Dealers, pay to UBS Warburg such the Arrangers and Dealers upon production of an itemised account all costs and expenses (together with an amount as is separately agreed equal to any VAT chargeable in relation to thereto) incurred by the Arrangers and Dealers (including fees and disbursements of the legal and other professional advisers appointed to represent the Dealers (including any value added tax or other similar tax thereonArrangers and Dealers) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee Transaction Documents and any documents referred to in any of them and any other documents required in connection with the creation establishment and maintenance of this Program and any issue of Covered Bonds under the Program; and; (civ) bear and pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve taxinterest and penalties) payable in Germany, the United States of America, the United Kingdom, Switzerland on or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of any Transaction Document or any Covered Bond; and (v) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights against the Issuer and/or any Seller under this Agreement, any communication pursuant hereto. (b) Save as otherwise agreed with the Arrangers, the Agency Agreement, Guarantor undertakes that it will pay (together with any amounts in respect of VAT or similar tax thereon) the Deed fees and expenses of Covenant, the Deed of Guarantee or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or taxits legal advisers.

FEES, EXPENSES AND STAMP DUTIES. (1) 9.1 The Issuers and Issuer, failing which the Guarantor jointly and severally undertake Guarantors, undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly chargeable thereon (to the extent that the Dealer or another member of its group is required to account to any relevant tax authority for that value added tax) or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to of the Agent Trustee under Clause 15 of the Trust Deed and any paying agents;the Agents appointed under the Agency Agreement; and (iiv) all its own or other agreed expenses (other than those of the Agent, any paying agent or the Dealers) in connection with (A) the issueestablishment of the Programme and (B) each future update of the Programme including, authenticationbut not limited to, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Base Prospectus, the Offering Circular all amendments and any amendments or supplements thereto (including the updating to it, replacements of any legal opinions issued pursuant it and each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any the Issuer or the Guarantor in connection with the Program or any issue of any NotesGuarantors; (bc) save as otherwise agreed with the Arranger, pay to UBS Warburg such amount as is separately the agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers and the Trustee (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution establishment and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its duly documented costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). 9.2 All payments by the Issuer and the Guarantors under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by the Republic of Italy (in respect of the Issuer and Luxottica S.r.l.) or the United States of America (in respect of Luxottica U.S. Holdings Corp) or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer or, as the case may be, the Guarantors will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made . In addition, each of the Issuer and the Guarantors agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer or, as the case may be, the Guarantors under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) 9.1 The Issuers and the Guarantor jointly and severally undertake Issuer undertakes that they shallit will: (a) pay to each Dealer all commissions from time to time agreed between the Issuer and that Dealer in connection with the sale of any Notes Covered Bonds to that Dealer (and any value added tax properly chargeable thereon (to the extent that the Dealer or another member of its group is required to account to any tax authority for that value added tax) or other similar tax tax, other than FATCA Withholding Tax thereon); and; (b) pay (together with any value added tax or other similar tax tax, other than FATCA Withholding Tax thereon): (i) the fees and expenses of their its legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program Covered Bonds which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Covered Bonds; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to of the Fiscal Agent, Registrar and the other agents appointed under the Agency Agreement in the case of an issue of CSD Covered Bonds, the fees and expenses of the CSD Agent and any paying agents;(where the Issuer is not the CSD Agent), respectively; and (iiv) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with (A) the issueestablishment of the Programme and (B) each future update of the Programme including, authenticationbut not limited to, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notesthe Base Prospectus, the Offering Circular all amendments and any amendments or supplements thereto (including the updating to it, replacements of any legal opinions issued pursuant it and each update to Clause 3(4) it and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any NotesIssuer; (bc) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution establishment and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Covered Bond, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). 9.2 All payments by the Issuer under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by Iceland or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Issuer will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, the Issuer agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the Issuer under this Agreement. Notwithstanding any other provision in this Agreement, the Issuer shall be entitled to deduct any FATCA Withholding Tax and shall have no obligation to gross- up any payment hereunder or to pay any additional amount as a result of such FATCA Withholding Tax.

FEES, EXPENSES AND STAMP DUTIES. (1) 10.1 The Issuers and the Guarantor Obligors jointly and severally undertake that they shallwill: (a) pay to each Dealer all commissions from time to time agreed between the relevant Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their legal advisers and auditors; and; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a Stock Exchange; (2iii) The Issuers and the Guarantor jointly and severally undertake that they shall:cost of obtaining any credit rating for the Notes; (a) pay (together with any value added tax or other similar tax thereon): (iiv) the fees and expenses payable to of the Agent and any paying agents;Agents appointed under the Agency Agreement; and (iiv) all documented expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issueestablishment of the Programme including, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreementbut not limited to, the Agency Agreementpreparation, the Deed of Guarantee and the preparation publication and printing of Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant all amendments and supplements to Clause 3(4it) and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any Notes;ENEL. (bc) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution establishment and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that they will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or taxtax unless the delay or omission can be reasonably attributed to the Dealers; and (e) reimburse each Dealer for its documented costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement. 10.2 All payments by either Obligor under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by Italy or Luxembourg or by any department, agency or other political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto, other than taxes an overall tax income (if any) (Taxes). If any Taxes are required by law to be deducted or withheld in connection with any such payment, the Obligors jointly and severally undertake to increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, the Obligors jointly and severally agree to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by either Obligor under this Agreement.

FEES, EXPENSES AND STAMP DUTIES. 9.1 Each Issuer (1severally as to itself and the Notes issued by itself) The Issuers and the Guarantor (jointly and severally with the relevant Issuer and severally as to itself) undertake that they shall: (a) pay to each Dealer all commissions from time to time agreed in connection with the sale of any Notes to that Dealer (and any value added or other similar tax thereon); and (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their legal advisers and auditors; and (ii) the cost of listing and maintaining the listing of any Notes to be issued by such Issuer under the Program which are to be listed on a Stock Exchange; 9.2 Each Issuer (2severally as to itself and the Notes issued by itself) The Issuers and the Guarantor (jointly and severally with the relevant Issuer and severally as to itself) undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) 3.4 and of any auditors' comfort letters issued pursuant to Clause 5(7)5.7); and (iii) the cost of any publicity agreed in writing by any Issuer or the Guarantor in connection with the Program or any issue of any NotesNotes of such Issuer; (b) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation of the Program; and (c) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreement, any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note and shall indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers Unless otherwise agreed between the relevant Issuer and the Guarantor jointly and severally undertake Dealer(s) with respect to a particular Tranche of Notes, each Issuer undertakes that they shall:it will (whether or not any Notes are issued hereunder): (a) pay to each Dealer all commissions from time to time agreed between the relevant Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees Costs of the legal, accountancy and expenses other professional advisers in connection with the establishment and maintenance of their legal advisers the Programme, the preparation of the Information Memorandum, the issue of the Notes and auditors; andthe compliance by the Issuer with its obligations under each Programme Document; (ii) the cost of listing and maintaining the listing of any Notes to be issued under the Program which are to be listed on a the Australian Stock ExchangeExchange or any other relevant stock exchange; (2) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of obtaining any publicity agreed in writing by any Issuer or credit rating for the Guarantor in connection with the Program or any issue of any Notes; (biv) expenses of the Agents appointed under the Agency Agreement; and (v) all expenses in connection with: (A) the establishment of the Programme; and (B) each future update of the Programme including, but not limited to, the preparation and printing of the Information Memorandum, all amendments and Supplements to it, replacements of it and each update to it and the cost of any publicity agreed by the relevant Issuer; (c) pay to UBS Warburg such amount as is separately agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation each update of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, any stamp, documentary, registration or similar duty duty, any fees (including fines and penalties in respect of fees paid) or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Programme Documents or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in acting in connection with the Programme Documents other than acting in the ordinary course of the Programme but including Costs in connection with amending the Programme Documents, any waivers or consents, exercising, enforcing or preserving rights (or considering doing so) or doing anything in connection with any enquiry by an authority involving the Issuer. Payment of the fees and disbursements of the legal advisers appointed to represent the Dealers (including any value added tax or similar tax thereon) in connection with the establishment of the Programme will be shared equally between the Arrangers. Subject to the succeeding sentence, all payments to a Dealer by each Issuer under this agreement shall be paid without set-off or counterclaim, and free and clear and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, and all interest, penalties or similar liabilities with respect thereto, except for: (i) any tax which could not have been imposed if the relevant Dealer had no present or former connection with the jurisdiction imposing such tax other than the performance of its obligations hereunder; (ii) any income, franchise or similar tax imposed on the overall net income of the relevant Dealer by any jurisdiction of which the payee is a resident, citizen or domiciliary, or in which such payee is engaged in business; (iii) any tax imposed that would not have been imposed but for the failure by the relevant Dealer to comply with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with any taxing authority if compliance is required by such taxing authority as a pre-condition to exemption from, or reduction in rate of, such tax; and (iv) any tax which could not have been imposed if the relevant Dealer had not performed services in the United States, for the purposes of this clause 17.6, all such taxes not subject to the exceptions, “Taxes”. If any Taxes are required by law to be deducted or withheld in connection with any such payment, the relevant Issuer will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, each Issuer agrees to indemnify and hold the Dealers harmless against any Taxes which they are required to pay in respect of any amount paid by the relevant Issuer under this agreement.

FEES, EXPENSES AND STAMP DUTIES. (1) The Issuers and the Guarantor 9.1 Each Issuer, jointly and severally undertake severally, undertakes that they shallit will: (a) pay to each Dealer all commissions agreed from time to time agreed between the relevant Issuer and that Dealer in connection with the sale of any Notes to that Dealer (and any value added tax properly chargeable thereon (to the extent that the Dealer or another member of its group is required to account to any relevant tax authority for that value added tax) or other similar tax thereon); and; (b) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses of their PTIF’s, PT’s and PTC’s legal advisers and auditors; and; (ii) the cost of listing listing/and admitting to trading and maintaining the listing and admission to the trading of any Notes to be issued under the Program which are to be listed and/or admitted to trading on a Stock Exchangethe Official List; (2) The Issuers and the Guarantor jointly and severally undertake that they shall: (a) pay (together with any value added tax or other similar tax thereon): (i) the fees and expenses payable to the Agent and any paying agents; (ii) all expenses (other than those of the Agent, any paying agent or the Dealers) in connection with the issue, authentication, packaging and initial delivery of Notes and the preparation of Global Notes, this Agreement, the Agency Agreement, the Deed of Guarantee and the preparation and printing of Notes, the Offering Circular and any amendments or supplements thereto (including the updating of any legal opinions issued pursuant to Clause 3(4) and of any auditors' comfort letters issued pursuant to Clause 5(7)); and (iii) the cost of obtaining any publicity credit rating for the Notes; (iv) the fees and expenses of the Trustee and the agents appointed under the Agency Agreement as agreed in writing by any Issuer or between the Guarantor parties therein; and (v) all expenses in connection with the Program or any issue establishment and updating of the Programme including, but not limited to, the preparation and printing of the Offering Circular and the cost of any Notespublicity agreed by PTIF, PT or PTC; (bc) pay to UBS Warburg such amount as is separately Xxxxxxx Xxxxx International the agreed in relation to the fees and disbursements of the legal advisers appointed to represent the Dealers and the Trustee (including any value added tax or other similar tax thereon) in connection with the negotiation, preparation, execution and delivery of this Agreement, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee and any documents referred to in any of them and any other documents required in connection with the creation of the Program; andProgramme; (cd) pay promptly, and in any event before any penalty becomes payable, promptly any stamp, documentary, registration or similar duty or tax (including any stamp duty reserve tax) payable in Germany, the United States of America, the United Kingdom, Switzerland or the Grand Duchy of Luxembourg in connection with the entry into, performance, enforcement or admissibility in evidence of this Agreementany Note, any of the Agreements or any communication pursuant hereto, the Agency Agreement, the Deed of Covenant, the Deed of Guarantee or any Note thereto and shall that it will indemnify each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax; and (e) reimburse each Dealer for its costs and expenses reasonably and properly incurred in protecting or enforcing any of its rights under this Agreement (including any value added tax or other tax thereon). 9.2 If PTIF shall have insufficient funds to meet its obligations under 9.1, PT and PTC shall make or have made available to PTIF, before the due date for the fulfilment of such obligations, funds sufficient to enable PTIF to meet such obligations, in full as they fall due. 9.3 All payments by PTIF, PT and PTC under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed by The Netherlands and Portugal or by any department, agency or other political sub-division or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto (“Taxes”). If any Taxes are required by law to be deducted or withheld in connection with any such payment, PTIF or, as the case may be, PT and/or PTC will increase the amount paid so that the full amount of such payment is received by the payee as if no such deduction or withholding had been made. In addition, PTIF, PT and PTC agree to indemnify and hold the Managers harmless against any Taxes which they are required to pay in respect of any amount paid by PTIF or, as the case may be, PT and/or PTC under this Agreement.