REMUNERATION, COSTS AND EXPENSES. 5.1 The Corporation shall pay to the Corporate Services Provider as consideration for its services provided pursuant to this Agreement an annual fee of such amount as may be agreed to from time to time by the parties hereto payable on the date hereof and thereafter at least 30 days prior to each anniversary of the date hereof.
5.2 In addition to Section 5.1, the Corporation shall reimburse the Corporate Services Provider on demand for all reasonable travelling and other out of pocket expenses properly incurred by it, its agents, employees in the performance of its or their duties.
5.3 The Corporation shall further pay the Corporate Services Provider such additional remuneration, or meet the cost of such additional expenses (including legal and accounting advice) as shall be agreed between the Corporate Services Provider and the other parties hereto in the event that the Corporate Services Provider finds it expedient or necessary or it is requested by the other parties hereto to undertake duties which the Corporate Services Provider and the other parties hereto agree to be of an exceptional nature or otherwise outside the scope of the Corporate Services.
5.4 The Corporate Services Provider is hereby authorized, at its discretion and at the expense of the Corporation:
(a) to refer all documents or requests relating to the Corporate Services or any other matters to its legal department, the Client’s legal department, the Corporation’s solicitors, or the solicitors for the Corporate Services Provider for direction and advice, and the Corporate Services Provider, in so doing, shall be indemnified and held harmless by the Corporation against and from any liability, cost and expense for any action taken by it in accordance with such instructions or advice. The Corporate Services Provider may, however, accept and act on any documents which appear to it to be in order and, in such cases, in the absence of gross negligence or wilful misconduct, shall be indemnified and held harmless by the Corporation against and from any liability, cost and expense; and
(b) to employ such counsel, consultants, experts, advisers, agents or agencies as it may reasonably require for the purpose of determining and discharging its duties hereunder and shall not be responsible for the negligent actions or misconduct of such parties.
REMUNERATION, COSTS AND EXPENSES. 8.1 Until termination of this Agreement pursuant to Clause 13 (Termination), the SFM Corporate Services Provider shall be entitled to remuneration under this Agreement in accordance with the SFM Corporate Services Fee Letter to be paid by the Issuer in accordance with Payments Priorities.
8.2 The remuneration payable pursuant to this Clause 8 (Remuneration, Costs and Expenses) shall be borne by the Issuer and payable in accordance with the terms of the SFM Corporate Services Fee Letter.
8.3 The Issuer, Holdings, the Share Trustee, the Sellers and the Trustee agree that the SFM Corporate Services Provider is not required to advance, expend or use its own funds or otherwise incur any liability on its own account in the provision of the Services.
8.4 The SFM Corporate Services Provider shall be reimbursed (in accordance with the SFM Corporate Services Fee Letter) by the Issuer on demand for all reasonable fees, disbursements, travelling and other out of pocket expenses properly incurred by it, its agents, employees and the SFM Directors in the performance of their duties hereunder and all reasonable fees and disbursements (including, without limitation, those of a legal nature) incurred by it in the negotiation, preparation, execution and administration of this Agreement.
REMUNERATION, COSTS AND EXPENSES. 7.1 Until termination of this Agreement pursuant to Clause 11 (Termination), the Mortgages Trustee Corporate Services Provider shall be entitled to remuneration under this Agreement in accordance with the Corporate Services Fee Letter.
7.2 The remuneration payable pursuant to this Clause 7 shall be for the account of by the Mortgages Trustee and payable in accordance with the terms of the Corporate Services Fee Letter.
7.3 The Mortgages Trustee, the Note Trustee, the Funding 1 Security Trustee and the Issuer Security Trustee agree that the Mortgages Trustee Corporate Services Provider is not required to advance, expend or use its own funds or otherwise incur any liability on its own account in the provision of the Services.
7.4 The Mortgages Trustee Corporate Services Provider shall be reimbursed (in accordance with the Corporate Services Fee Letter) by the Mortgages Trustee on demand for all reasonable fees, disbursements, travelling and other out of pocket expenses properly incurred by it, its agents, employees and the Directors in the performance of their duties hereunder and all reasonable fees and disbursements (including, without limitation, those of a legal nature) incurred by it in the negotiation, preparation, execution and administration of this Agreement.
REMUNERATION, COSTS AND EXPENSES. 12.1 In accordance with the Corporate Services Provider Fee Letter the Issuer (on behalf of Holdings and itself) shall pay to the Corporate Services Provider for consideration for its services provided pursuant to this Agreement the fees specified in Clauses 12.1(a), 12.1(b) and any other costs and expenses specified in this Clause 12 to the bank account notified by the Corporate Services Provider (exclusive of VAT) from time to time:
(a) the Corporate Services Fee, provided that the invoice for the amount of such services is received by the Cash Manager at Yorkshire Building Society, Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx, XX0 0XX (facsimile number +00 (0)0 0000 00000) for the attention of Treasury Operations Manager at least twenty-eight (28) days prior to the Interest Payment Date relevant to each payment date, and if such invoice is not received at least twenty-eight
REMUNERATION, COSTS AND EXPENSES. Until termination of this Agreement pursuant to CLAUSE 12 (Termination), the Seventh Issuer Corporate Services Provider shall be entitled to remuneration under this Agreement in accordance with a fee letter of even date hereof (the SEVENTH ISSUER CORPORATE SERVICES FEE LETTER). The remuneration payable pursuant to this CLAUSE 7 shall be borne by the Seventh Issuer and payable in accordance with the terms of the Seventh Issuer Corporate Services Fee Letter. The Seventh Issuer, the Note Trustee and the Security Trustee agree that the Seventh Issuer Corporate Services Provider is not required to advance, expend or use its own funds or otherwise incur any liability on its own account in the provision of the Corporate Services or the Additional Services. Subject to the timely receipt of funds from Funding 1, the Seventh Issuer Corporate Services Provider undertakes, if requested, to pay in a timely manner, on behalf of the Seventh Issuer, all operational costs incurred by the Seventh Issuer in relation to this Agreement. Such operational costs shall include legal and auditor's fees, telex, stationery, facsimile and telephone costs and other fees or expenses payable to administer the Seventh Issuer and to maintain that the Seventh Issuer is in existence and duly registered.
REMUNERATION, COSTS AND EXPENSES. Until termination of this Agreement pursuant to CLAUSE 12 (Termination), the Eighth Issuer Corporate Services Provider shall be entitled to remuneration under this Agreement in accordance with a fee letter of even date hereof (the EIGHTH ISSUER CORPORATE SERVICES FEE LETTER). The remuneration payable pursuant to this CLAUSE 7 shall be borne by the Eighth Issuer and payable in accordance with the terms of the Eighth Issuer Corporate Services Fee Letter. The Eighth Issuer, the Note Trustee and the Security Trustee agree that the Eighth Issuer Corporate Services Provider is not required to advance, expend or use its own funds or otherwise incur any liability on its own account in the provision of the Corporate Services or the Additional Services. Subject to the timely receipt of funds from Funding 1, the Eighth Issuer Corporate Services Provider undertakes, if requested, to pay in a timely manner, on behalf of the Eighth Issuer, all operational costs incurred by the Eighth Issuer in relation to this Agreement. Such operational costs shall include legal and auditor's fees, telex, stationery, facsimile and telephone costs and other fees or expenses payable to administer the Eighth Issuer and to maintain that the Eighth Issuer is in existence and duly registered.
REMUNERATION, COSTS AND EXPENSES. 9.1 The Issuer, and following a Covered Bond Guarantee Activation Event, the Guarantor, shall pay to the Custodian as consideration for its services provided pursuant to this Agreement a fee of such amount as may be agreed to from time to time by the Custodian and the Issuer, and following a Covered Bond Guarantee Activation Event, the Guarantor.
9.2 In addition to Section 9.1, the Issuer shall reimburse the Custodian on demand for all pre- approved reasonable travelling and other out of pocket expenses properly incurred by it, its agents, employees in the performance of its or their duties.
9.3 The Issuer shall further pay the Custodian such additional remuneration, or meet the cost of such additional expenses (including legal and accounting advice) as shall be agreed between the Custodian and the other parties hereto in the event that the Custodian finds it expedient or necessary or it is requested by the other parties hereto to undertake duties which the Custodian and the other parties hereto agree to be of an exceptional nature or otherwise outside the scope of the Custodial Services.
9.4 The Custodian is hereby authorized, at its discretion and at the expense of the Issuer:
(a) to refer all documents or requests relating to the Custodial Services or any other matters to its legal department, the Issuer’s solicitors, or the solicitors for the Guarantor for direction and advice, and the Custodian, in so doing, shall be reimbursed by the Issuer for any cost and expense for any action taken by it in accordance with such instructions or advice. The Custodian may, however, accept and act on any documents which appear to it to be in order and, in such cases shall be indemnified and held harmless in accordance with Section 8.1; and
(b) to employ such counsel, consultants, experts, advisers, agents or agencies as it may reasonably require for the purpose of determining and discharging its duties hereunder. The obligations of the parties pursuant to Article 9 shall survive the termination of this Agreement.
REMUNERATION, COSTS AND EXPENSES. 12.1 In consideration for the Services to be rendered by the Loan Note Issuer Corporate Services Provider, the Loan Note Issuer shall pay to the Loan Note Issuer Corporate Services Provider the fees set out in the Loan Note Issuer Corporate Services Fee Letter at the times and in the manner set out therein.
12.2 The Loan Note Issuer shall reimburse the Loan Note Issuer Corporate Services Provider, on the immediately succeeding Transfer Date following five Business Days from the date of a request by the Loan Note Issuer Corporate Services Provider for such reimbursement, for all reasonable travelling and other out of pocket expenses properly incurred by it, its agents and employees and any Nominated Director and Nominated Secretary in the performance of its or their duties and enforcement of its or their rights under this Agreement and all reasonable fees and disbursements (including, without limitation, those of a legal nature) properly incurred by the Loan Note Issuer Corporate Services Provider in the negotiation, preparation, execution and administration of this Agreement (but excluding, for the avoidance of doubt, any Taxes payable in respect of any remuneration referred to in this Clause 12 and any recoverable VAT).
REMUNERATION, COSTS AND EXPENSES. 7.1 As remuneration for its services in acting as manager of the Partnership, the Manager shall be entitled to be paid by the General Partner such fee as shall be agreed from time to time between the General Partner and the Manager, such fee not exceeding the General Partner’s Share payable to the General Partner under the terms of the Partnership Agreement. The Manager shall have no claim against or recourse to the Partnership for the Manager’s remuneration.
7.2 Costs and expenses incurred by the Manager in connection with the services to be provided by it hereunder shall be for the account of the Manager other than such expenses which are the responsibility of the Partnership and the General Partner shall procure that the Manager is reimbursed by the Partnership for any expenses for which the Partnership is responsible under the Partnership Agreement. In particular, the Manager will pay for all research from its expenses.
7.3 All sums payable under this Agreement shall be exclusive of VAT (if any) which shall be payable in addition if applicable.
REMUNERATION, COSTS AND EXPENSES. Until termination of this Agreement pursuant to Clause 12 (Termination), the Master Issuer Corporate Services Provider shall be entitled to remuneration under this Agreement in accordance with a fee letter of even date hereof (the MASTER ISSUER CORPORATE SERVICES FEE LETTER). The remuneration payable pursuant to this Clause 7 shall be borne by the Master Issuer and payable in accordance with the terms of the Master Issuer Corporate Services Fee Letter. The Master Issuer, the Note Trustee and the Master Issuer Security Trustee agree that the Master Issuer Corporate Services Provider is not required to advance, expend or use its own funds or otherwise incur any liability on its own account in the provision of the Corporate Services or the Additional Services. Subject to the timely receipt of funds from Funding 2, the Master Issuer Corporate Services Provider undertakes, if requested, to pay in a timely manner, on behalf of the Master Issuer, all operational costs incurred by the Master Issuer in relation to this Agreement. Such operational costs shall include legal and auditor's fees, telex, stationery, facsimile and telephone costs and other fees or expenses payable to administer the Master Issuer and to maintain that the Master Issuer is in existence and duly registered.
