Common use of Fees, Expenses and Taxes Clause in Contracts

Fees, Expenses and Taxes. The Issuer undertakes that it will: (a) pay to each Dealer all commissions agreed between the Issuer and that Dealer (and any value added tax, if applicable) in connection with the sale of any Covered Bonds to that Dealer; (b) subject to any agreement to the contrary in a Covered Bond Purchase Agreement or with the relevant Dealer in respect of a particular Tranche, pay (together with any applicable value added tax): (i) the cost of listing and maintaining the listing of any Covered Bonds which are to be listed on a stock exchange; (ii) the cost of obtaining any credit rating for the Covered Bonds from the Rating Agency; (iii) the fees and expenses of the Security Trustee and the Agents appointed under the Agency Agreement; and (iv) all expenses in connection with (i) the establishment of the Programme and (ii) each future update of the Programme including, but not limited to, the preparation and printing of the Base Prospectus and each update, amendment and/or supplement to it and the cost of any publicity, all as agreed by the Issuer; (c) pay the agreed fees, expenses and disbursements (including any applicable value added tax) of the legal advisers appointed to represent the Arranger, the Dealers and the Security Trustee (as agreed with the Issuer prior to their appointment) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents required in connection with the establishment of the Programme; and (d) pay promptly, and in any event before any penalty becomes payable, any documentary, registration (or similar duty or tax) payable in connection with the entry into, performance, enforcement or admissibility in evidence of any Covered Bond, this Agreement and any of the other Transaction Documents or any communication pursuant thereto and that it will indemnify the Arranger and each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax. The CBC undertakes vis-à-vis the Arranger and the Dealers that it (or the Issuer on its behalf) will pay (together with any applicable value added tax) the fees and expenses of its own legal advisers and auditors.

Fees, Expenses and Taxes. 18.1 The Issuer undertakes that it will: (a) pay to each Dealer all commissions agreed between Bank and the Issuer Selling Shareholders shall, severally and that Dealer (and any value added tax, if applicable) in connection with the sale of any Covered Bonds to that Dealer; (b) subject to any agreement to the contrary in a Covered Bond Purchase Agreement or with the relevant Dealer in respect of a particular Tranchenot jointly, pay (together with any applicable value added tax): (i) the cost of listing and maintaining the listing of any Covered Bonds which are to be listed on a stock exchange; (ii) the cost of obtaining any credit rating for the Covered Bonds from the Rating Agency; (iii) the fees and expenses of the Security Trustee BRLMs as set out in, and the Agents appointed under the Agency Agreement; and (iv) all expenses in connection with (i) the establishment of the Programme and (ii) each future update of the Programme including, but not limited toaccordance with, the preparation Engagement Letter. 18.2 Other than (a) listing fees; (b) audit fees of statutory auditors (to the extent not attributable to the Offer); and printing of the Base Prospectus and each update, amendment and/or supplement to it and the cost of any publicity, all as agreed by the Issuer; (c) pay the agreed fees, expenses and disbursements (including for any applicable value added tax) product or corporate advertisements consistent with past practice of the legal advisers appointed Bank (other than the expenses relating to represent the Arranger, the Dealers marketing and the Security Trustee (as agreed with the Issuer prior to their appointment) advertisements undertaken in connection with the negotiationOffer) which will be borne by the Bank, preparationand (d) fees and expenses in relation to the legal counsel to the Selling Shareholders which shall be borne by the respective Selling Shareholders, execution all costs, charges, fees and delivery of this Agreement expenses associated with and the other Transaction Documents required incurred in connection with the establishment Offer, including issue advertising, printing, road show expenses, accommodation and travel expenses, stamp, transfer, issuance, documentary, registration, costs for execution and enforcement of this Agreement, Registrar’s fees, fees to be paid to the BRLMs, fees and expenses of legal counsels to the Bank and the BRLMs, fees and expenses of the Programme; and auditors, fees to be paid to SCSBs (d) pay promptlyprocessing fees and selling commission), brokerage for Syndicate Members, commission to Registered Brokers, Collecting DPs and Collecting RTAs, and payments to consultants, and advisors, shall be shared among the Bank and each of the Selling Shareholders in proportion to the number of Equity Shares sold by them in the Offer, in accordance with the applicable Law. The Bank agrees to advance the cost and expenses of the Offer and will be reimbursed by the Selling Shareholders for their respective proportion of such costs and expenses only upon the consummation of the Offer. 18.3 In the event that the Offer is postponed or withdrawn or abandoned for any reason or the Offer is not successfully completed, all expenses in relation to the Offer shall be borne by the Bank and the Selling Shareholders in accordance with the Applicable Law. Notwithstanding anything contained hereinabove, it is clarified that the Selling Shareholders shall not be required to bear any costs/ expenses except to the extent required under Applicable Law. 18.4 The Bank agrees that in the event of any compensation required to be paid by the BRLMs to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, and the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, the Bank shall reimburse the relevant BRLM for such compensation (including applicable taxes and statutory charges, if any) within 7 days of receiving the proof of payment from the BRLMs (including the applicable taxes). 18.5 The Selling Shareholders, severally and not jointly, acknowledges that the calculation and payment of STT in relation to offer and sale of the Offered Shares in the Offer for Sale is the obligation of such Selling Shareholder, and any deposit of such tax by the BRLMs (in the manner to be set out in the Cash Escrow and Sponsor Bank agreement to be entered into for this purpose) is only a procedural requirement as per applicable taxation laws and that the BRLMs shall neither derive any economic benefits from the transaction relating to the payment of STT nor be liable for obligations of the Selling Shareholders in this regard. Accordingly, each Selling Shareholder, severally and not jointly, undertakes that in the event of any future proceeding or litigation by the Indian revenue authorities against the BRLMs relating to payment of STT in relation to the Offered Shares in the Offer for Sale, the respective Selling Shareholder shall furnish all necessary reports, documents, papers or information as may be required by the BRLMs to provide independent submissions for themselves or their respective Affiliates, in any event before ongoing or future litigation or arbitration and/or investigation by any penalty becomes payable, regulatory or supervisory authority and defray any documentary, registration (or similar duty or tax) costs and expenses that may be incurred by the BRLMs in this regard. Such STT shall be deducted based on an opinion issued by a chartered accountant appointed by the Selling Shareholders and provided to the BRLMs and the BRLMs shall have no liability towards determination of the quantum of STT to be paid. 18.6 All amounts payable to the BRLMs in accordance with the terms of the Engagement Letter shall be paid in accordance with the terms of the Engagement Letter and in the manner to be set out in the Cash Escrow and Sponsor Bank Agreement. All outstanding amounts payable to the legal counsel to the Bank and the BRLMs in connection with the entry intoOffer will be paid in accordance with the terms of their respective engagement letters and as may be set out in the Cash Escrow and Sponsor Bank Agreement. 18.7 Notwithstanding anything to the contrary contained in this Agreement, performancein the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, enforcement the BRLMs and legal counsel shall be entitled to receive fees from the Bank and reimbursement for expenses which may have accrued to them up to the date of such postponement, withdrawal, abandonment or admissibility failure as set out in evidence of any Covered Bond, this Agreement and any of the other Transaction Documents or any communication pursuant thereto and that it will indemnify the Arranger and each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax. The CBC undertakes vis-à-vis the Arranger and the Dealers that it (or the Issuer on its behalf) will pay (together with any applicable value added tax) the fees and expenses of its own legal advisers and auditorsrespective engagement letters.

Fees, Expenses and Taxes. 16.1 The Issuer undertakes Company shall pay the fees, commission and expenses of the BRLMs as set out in, and in accordance with, the Fee Letter. Further, the Company shall also reimburse the BRLMs for any payment or expenses incurred under the UPI Circulars. 16.2 All outstanding amounts payable to the BRLMs in accordance with the terms of the Fee Letter and the legal counsel to the Company and the BRLMs, shall be payable from the Public Issue Account and without any undue delay on receipt of the listing and trading approvals from the Stock Exchanges. For any Issue related expenses that it will:are not paid from the Public Issue Account, the Company agrees to advance the cost in terms of this Clause 16. 16.3 The Company agrees and acknowledges that in the event of any compensation required to be paid by the BRLMs to Bidders for delays in redressal of their grievance by the SCSBs in accordance with the March 16 Circular read along with the provisions of Applicable Law, the Company shall reimburse the BRLM for such compensation (a) pay to each Dealer all commissions agreed between the Issuer including applicable taxes and that Dealer (and any value added taxstatutory charges, interest or penalty charged, if applicableany) in connection with the sale immediately but not later 7 (seven) Working Days of any Covered Bonds to that Dealer; (b) subject to any agreement to the contrary in a Covered Bond Purchase Agreement or with the relevant Dealer in respect of a particular Tranche, pay (together with any applicable value added tax): (i) receipt of proof of payment of compensation (including applicable taxes and statutory charges, interest or penalty charged, if any) by the cost of listing and maintaining the listing of any Covered Bonds which are to be listed on a stock exchange; BRLMs, or (ii) the cost amount of obtaining compensation payable (including applicable taxes and statutory charges, if any), along with the proof of such compensation payable, being communicated to the Company in writing by the BRLMs, whichever is earlier. To the extent permitted by applicable law, the relevant BRLM agrees to provide the Company within a reasonable time period, if so requested by the Company, any credit rating document or information in its possession, in the event that any action is proposed to be taken by the Company against any SCSB in relation to any delay or failure which results in a reimbursement or payment under this clause. 16.4 In the event that the Issue is postponed or withdrawn or abandoned for any reason or in the Covered Bonds event the Issue is not successfully completed, the BRLMs and legal counsel shall be entitled to receive fees from the Rating Agency; (iii) the fees Company and reimbursement for expenses of the Security Trustee and the Agents appointed under the Agency Agreement; and (iv) all expenses in connection with (i) the establishment of the Programme and (ii) each future update of the Programme including, but not limited to, the preparation and printing of the Base Prospectus and each update, amendment and/or supplement which may have accrued to it and up to the cost date of any publicitysuch postponement, all withdrawal, abandonment or failure as agreed by set out in the Issuer; (c) pay the agreed fees, expenses and disbursements (including any applicable value added tax) of the legal advisers appointed to represent the Arranger, the Dealers and the Security Trustee (as agreed with the Issuer prior to their appointment) in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents required in connection with the establishment of the Programme; and (d) pay promptly, and in any event before any penalty becomes payable, any documentary, registration (or similar duty or tax) payable in connection with the entry into, performance, enforcement or admissibility in evidence of any Covered Bond, this Agreement and any of the other Transaction Documents or any communication pursuant thereto and that it will indemnify the Arranger and each Dealer against any liability with respect to or resulting from any delay in paying or omission to pay any such duty or tax. The CBC undertakes vis-à-vis the Arranger and the Dealers that it (or the Issuer on its behalf) will pay (together with any applicable value added tax) the fees and expenses of its own legal advisers and auditorsFee Letter.