Common use of REMUNERATION, COSTS AND EXPENSES Clause in Contracts

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. 5.1 The Corporation 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 as in consideration for its services provided pursuant to this Agreement an annual fee of such amount as the following fees and expenses, and any other costs and expenses specified in this Clause 12: (a) the Corporate Services Fee, which shall be payable in accordance with the Corporate Services Provider Fee Letter initially on or around the Closing Date and then on each Interest Payment Date commencing from the first Interest Payment Date; (b) any other fees that may be agreed to from time to time reasonably incurred by the parties hereto payable Corporate Services Provider on behalf of the Issuer or Holdings (i) in respect of the winding-up of the Issuer or Holdings and its subsequent auditing (including any fees relating to tax compliance matters), or (ii) in relation to compliance with, or in connection with any matters associated with, EU EMIR, UK EMIR or FATCA Withholding as it relates to the Issuer or Holdings; and (c) following delivery of an Enforcement Notice on the date hereof Issuer, in the event that a Receiver is not appointed, any other fees reasonably incurred by the Issuer and thereafter at least 30 days prior to each anniversary paid by the Corporate Services Provider on behalf of the date hereofIssuer. 5.2 In addition to Section 5.1, the Corporation 12.2 The Issuer (on behalf of Holdings and itself) shall reimburse the Corporate Services Provider on demand for all reasonable travelling and other out of pocket expenses (including any amounts in respect of Irrecoverable VAT incurred thereon) properly incurred by it, its agents, employees employees, the Directors and the Secretary nominated by it in the performance of its or their dutiesany duties and enforcement of any rights under this Agreement and all reasonable fees and disbursements (including those of a legal nature and any amounts in respect of Irrecoverable VAT incurred thereon) incurred by it in the negotiation, preparation, execution and administration of this Agreement only to the extent that such costs are not covered by the fees agreed in Clause 12.1. 5.3 12.3 The Corporation Issuer (on behalf of Holdings and itself) shall further pay the Corporate Services Provider such additional remuneration, or meet the cost of such properly incurred additional expenses (including legal and accounting adviceadvice and any amounts in respect of Irrecoverable VAT incurred thereon) as shall be agreed between the Corporate Services Provider and the other parties hereto in the event that Companies if the Corporate Services Provider finds it expedient or necessary or it is requested by any of the other parties hereto Companies or the Security Trustee to undertake duties which the Corporate Services Provider and the other parties hereto Relevant Company or Companies or the Security Trustee (as applicable) agree to be of an exceptional nature or otherwise outside the scope of the Corporate Servicesservices provided under Clause 7 (Services to be Provided). 5.4 The 12.4 Any sum (or other consideration) payable (or provided) by the Issuer to the Corporate Services Provider pursuant to this Agreement shall be deemed to be exclusive of any VAT chargeable on any supply or supplies for which that sum (or other consideration) is hereby authorizedthe consideration (in whole or in part) for VAT purposes. 12.5 Where, at its discretion pursuant to the terms of this Agreement, the Corporate Services Provider makes a supply to the Issuer for VAT purposes and VAT is or becomes chargeable on such supply, the Issuer shall, subject to the receipt of a valid VAT invoice in respect of such supply, pay to the Corporate Services Provider (in addition to and at the expense same time as any other consideration for such supply) a sum equal to the amount of such VAT. 12.6 Any amounts due but unpaid by any of the CorporationCompanies to the Corporate Services Provider shall bear interest at the rate of 1 per cent. per annum above the Bank of England Base Rate and interest shall accrue: (a) in the case of payments made by the Corporate Services Provider on behalf of the Issuer prior to refer all documents the date of demand, from the date on which the payment was made or requests relating such later date as specified in such demand; (b) in the case of payments made by the Corporate Services Provider on behalf of the Issuer on or after the date of the demand, from the date specified in such demand, which date shall not be a date earlier than the date such payments are made; and (c) in the case of any remuneration payable by any of the Companies, from the due date thereof. 12.7 Any amounts payable 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, under this Clause 12 shall be indemnified and held harmless by paid (to the Corporation against and from extent not paid on any liability, cost and expense for any action taken by it previous date) on each Interest Payment Date in accordance with such instructions or advice. The Corporate Services Provider maythe Pre-Enforcement Revenue Priority of Payments or, howeveras the case may be, accept and act on any documents date in accordance with the Post-Enforcement Priority of Payments, provided that prior to the service of an Enforcement Notice on the Issuer, the invoice for any such fees or expenses is received by the Cash Manager at least 15 days prior to the date on which appear such fees or expenses become due and payable. If prior to it the service of an Enforcement Notice such invoice is not received at least 15 days prior to be in order andthe date on which such fees or expenses become due and payable, in such cases, in the absence of gross negligence fees or wilful misconduct, expenses shall be indemnified and held harmless paid on the Interest Payment Date immediately following the date falling 15 days after the date on which the invoice is received 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 partiesCash Manager.

REMUNERATION, COSTS AND EXPENSES. 5.1 9.1 The Corporation Issuer shall pay to the Corporate Services Provider Custodian 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 9.2 In addition to Section 5.19.1, the Corporation Issuer shall reimburse the Corporate Services Provider 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. 5.3 9.3 The Corporation Issuer shall further pay the Corporate Services Provider Custodian 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 Custodian and the other parties hereto in the event that the Corporate Services Provider Custodian finds it expedient or necessary or it is requested by the other parties hereto to undertake duties which the Corporate Services Provider Custodian and the other parties hereto agree to be of an exceptional nature or otherwise outside the scope of the Corporate Custodial Services. 5.4 9.4 The Corporate Services Provider Custodian is hereby authorized, at its discretion and at the expense of the CorporationIssuer: (a) to refer all documents or requests relating to the Corporate Custodial Services or any other matters to its legal department, the Client’s legal department, the CorporationIssuer’s solicitors, or the solicitors for the Corporate Services Provider Guarantor for direction and advice, and the Corporate Services ProviderCustodian, in so doing, shall be indemnified and held harmless reimbursed by the Corporation against and from Issuer for any liability, cost and expense for any action taken by it in accordance with such instructions or advice. The Corporate Services Provider Custodian 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, cases shall be indemnified and held harmless by the Corporation against and from any liability, cost and expensein 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 and hereunder. The obligations of the parties pursuant to Article 9 shall not be responsible survive for a period of 6 months after the negligent actions or misconduct termination of such partiesthis Agreement.

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 ClientCorporation’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 Corporate Services Provider 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 Corporate Services Provider 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. 5.1 9.1 The Corporation Issuer shall pay to the Corporate Services Provider Custodian 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 hereofparties. 5.2 9.2 In addition to Section 5.19.1, the Corporation Issuer shall reimburse the Corporate Services Provider Custodian 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 9.3 The Corporation Issuer shall further pay the Corporate Services Provider Custodian 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 Custodian and the other parties hereto in the event that the Corporate Services Provider Custodian finds it expedient or necessary or it is requested by the other parties hereto to undertake duties which the Corporate Services Provider Custodian and the other parties hereto agree to be of an exceptional nature or otherwise outside the scope of the Corporate Custodial Services. 5.4 9.4 The Corporate Services Provider Custodian is hereby authorized, at its discretion and at the expense of the CorporationIssuer: (a) to refer all documents or requests relating to the Corporate Custodial Services or any other matters to its legal department, the ClientIssuer’s legal department, the CorporationIssuer’s solicitors, or the solicitors for the Corporate Services Provider Guarantor for direction and advice, and the Corporate Services ProviderCustodian, in so doing, shall be indemnified and held harmless by the Corporation Issuer 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 Custodian 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 Issuer 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, provided that the Custodian exercised reasonable due care in employing such parties.

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, agents and 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. 5.1 The Corporation shall pay Until termination of this Agreement pursuant to Clause 9, the Corporate Services Provider as consideration for its services provided shall be entitled to remuneration under this Agreement in accordance with the Corporate Services Fee Letter. The remuneration payable pursuant to this Agreement an annual fee of such amount as may Clause 6 shall be agreed to from time to time borne by the parties hereto Company and payable on in accordance with the date hereof and thereafter at least 30 days prior to each anniversary terms 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 Fee Letter. 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 Company agrees that the Corporate Services Provider finds it expedient is not required to advance, expend, risk or necessary use its own funds or it is otherwise incur any liability on its own account in the provision of the Services. Should the Corporate Services Provider be requested by the other parties hereto Company to undertake duties which the Corporate Services Provider and the other parties hereto agree to be are of an exceptional nature or otherwise outside the scope of the Services, the Company will remunerate or reimburse the Corporate Services. 5.4 Services Provider (as the case may be) accordingly. The Company shall reimburse the Corporate Services Provider for all other duly justified out of pocket expenses properly incurred and documented by it, its agents, officers, directors and employees in the performance of its duties and enforcement of its rights under this Agreement and all fees and disbursements (including without limitation, legal fees) properly incurred and documented by it in the negotiation, preparation, execution and administration of this Agreement. The parties hereto acknowledge that the Share Trustee will undertake certain duties and provide certain services which shall be of benefit to the Company. The Corporate Services Provider is hereby authorized, at entitled to be remunerated for procuring the Share Trustee to perform its discretion duties under the Share Declaration of Trust 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 adviceunder this Agreement, and the Corporate Services ProviderCompany, in so doingrecognition of the benefits to be provided to it, hereby agrees that such remuneration (together with VAT thereon) shall be indemnified and held harmless by the Corporation against and from any liability, cost and expense for any action taken paid by it in accordance with such instructions or advice. The 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 partiesFee Letter.

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; andand Corporate Services Agreement 5 (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. 5.1 The Corporation 12.1 In consideration for the Services to be rendered by the Issuer Corporate Services Provider, the Issuer shall pay to the Issuer Corporate Services Provider as the fees set out in the Issuer Corporate Services Fee Letter at the times and in the manner set out therein. 12.2 In consideration for its services provided the Services to be rendered by SFM to Holdings pursuant to this Agreement an annual fee the Holdings Corporate Services Agreement, and by the Holdings Share Trustee to Holdings under the Share Declaration of Trust, the Issuer shall: 12.2.1 pay to SFM, on behalf of Holdings and in full discharge of such amounts owed by Holdings to SFM, an amount as may be agreed equal to 1/n of the amount owed by Holdings to SFM pursuant to Clause 12 (Remuneration, Costs and Expenses) of the Holdings Corporate Services Agreement; and 12.2.2 pay to the Holdings Share Trustee, on behalf of Holdings and in full discharge of such amounts owed by Holdings to the Holdings Share Trustee, an amount equal to 1/n of the amount owed by Holdings to the Holdings Share Trustee pursuant to Clause 12 (Remuneration, Costs and Expenses) of the Holdings Corporate Services Agreement, in each case, at the times and in the manner set out therein (where "n" equals the number of subsidiaries of Holdings (including the Issuer) 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 hereoftime). 5.2 In addition to Section 5.1, the Corporation 12.3 The Issuer shall reimburse the Issuer Corporate Services Provider, on the immediately succeeding Interest Payment Date following five Business Days from the date of a request by the Issuer Corporate Services Provider on demand for such reimbursement, for all reasonable travelling and other out of pocket expenses properly incurred by it, its agents, agents and employees and any Nominated Director and Nominated Secretary in the performance of its or their dutiesduties 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 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). 5.3 12.4 The Corporation Issuer shall further pay the Issuer 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 Issuer Corporate Services Provider and the other parties hereto Issuer in respect of the event that the Additional Services. 12.5 The Issuer Corporate Services Provider finds is not required to advance, expend or use its own funds or incur any liability on its own account in the provision of the Services or in the exercise of any of its rights or powers if there are reasonable grounds for it expedient to believe that the reimbursement of such expenditure or necessary indemnity satisfactory to it against such risk or it liability is requested by not assured. 12.6 Any amounts due from the other parties hereto Issuer to undertake duties which the Issuer Corporate Services Provider and not paid by the other parties hereto agree to be Issuer on the immediately succeeding Interest Payment Date following five Business Days from the date 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 demand shall bear interest at the expense rate of 1 per cent. per annum above the Corporation: (a) base rate from time to refer all documents or requests relating time of The Royal Bank of Scotland plc and interest shall accrue from such Interest Payment Date 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 date of actual payment (both before 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 partiesafter judgment).

REMUNERATION, COSTS AND EXPENSES. 5.1 The Corporation 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 as for consideration for its services provided pursuant to this Agreement an annual fee 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 such amount as may be agreed to VAT) from time to time time: (a) the Corporate Services Fee, provided that the invoice for the amount of such services is received by the parties hereto payable on Cash Manager at Yorkshire Building Society, Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx, XX0 0XX (email: ) for the date hereof and thereafter attention of Treasury Operations Manager at least 30 twenty-eight (28) days prior to the Interest Payment Date relevant to each anniversary payment date, and if such invoice is not received at least twenty-eight (28) days prior to the Interest Payment Date, the Corporate Services Fee will be paid on the following Interest Payment Date; (b) any other fees that may be reasonably incurred by the Corporate Services Provider on behalf of the date hereofCompanies (i) in respect of the winding-up of either Company and its subsequent auditing (including any fees relating to tax compliance matters) provided that the invoice for the amount of such service is received by the Cash Manager at Yorkshire Building Society, Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx XX0 0XX (email: ) for the attention of Treasury Operations Manager at least twenty-eight (28) days prior to any such fees becoming due and payable; and (c) following delivery of a Note Acceleration Notice on the Issuer, in the event that a Receiver is not appointed, any other fees reasonably incurred by the Issuer that will become due and payable within the next thirty (30) days and will be paid by the Corporate Services Provider on behalf of the Issuer. 5.2 In addition to Section 5.1, the Corporation 12.2 The Issuer (on behalf of Holdings and itself) shall reimburse the Corporate Services Provider on demand for all reasonable travelling and other out of pocket expenses (including any Irrecoverable VAT on receipt of a valid VAT invoice in respect of such amount) properly incurred by it, its agents, employees employees, the Directors and the Secretary nominated by it in the performance of its or their dutiesany duties and enforcement of any rights under this Agreement and all reasonable fees and disbursements (including, without limitation those of a legal nature and any Irrecoverable VAT on receipt of a valid VAT invoice) incurred by it in the negotiation, preparation, execution and administration of this Agreement only to the extent that such costs are not covered by the fees agreed in Clause 12.1. 5.3 12.3 The Corporation Issuer (on behalf of Holdings and itself) shall further pay the Corporate Services Provider such additional remuneration, or meet the cost of such additional expenses (including legal and accounting adviceadvice and any Irrecoverable VAT on receipt of a valid VAT invoice in respect of such amount) as shall be agreed between the Corporate Services Provider and the other parties hereto Companies in the event that the Corporate Services Provider finds it expedient or necessary or it is requested by any of the other parties hereto Companies or the Security Trustee or the Note Trustee to undertake duties which the Corporate Services Provider and the other parties hereto relevant Company or Companies or the Security Trustee or the Note Trustee (as applicable) agree to be of an exceptional nature or otherwise outside the scope of the Corporate Servicesservices provided under Clause 7 (Services to be provided). 5.4 The 12.4 Any amounts due by any of the Companies to the Corporate Services Provider is hereby authorized, at its discretion and shall bear interest at the expense rate of 1 per cent. per annum above the CorporationBank of England Base Rate and interest shall accrue: (a) to refer all documents or requests relating to in the Corporate Services or any other matters to its legal department, the Client’s legal department, the Corporation’s solicitors, or the solicitors for case of payments made by the Corporate Services Provider for direction and adviceon behalf of the Issuer prior to the date of demand, and from the date on which the payment was made or such later date as specified in such demand; (b) in the case of payments made by the Corporate Services Provider on behalf of the Issuer on or after the date of the demand, from the date specified in such demand, which date shall not be a date earlier than the date such payments are made; and (c) in the case of any remuneration payable by any of the Companies, from the due date thereof. 12.5 Any amounts payable under this Clause 12 shall be paid on each Interest Payment Date in accordance with the relevant order of priority set out in the Deed of Charge or the Cash Management Agreement as applicable. 12.6 For the avoidance of doubt, nothing in this clause 12 shall cover any Tax on the Corporate Services Provider's net income, 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 profit 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 partiesgains.

REMUNERATION, COSTS AND EXPENSES. 5.1 The Corporation shall pay Until termination of this Agreement pursuant to Clause 9 (Termination), the Corporate Services Provider as consideration for its services provided shall be entitled to remuneration under this Agreement in accordance with the Corporate Services Fee Letter. The remuneration payable pursuant to this Agreement an annual fee of such amount as may Clause 6 shall be agreed to from time to time borne by the parties hereto Company and payable on in accordance with the date hereof and thereafter at least 30 days prior to each anniversary terms of the date hereof. 5.2 In addition Corporate Services Fee Letter subject to Section 5.1and in accordance with any priorities of payments set out in the Transaction Documents. The Company agrees that the Corporate Services Provider is not required to advance, expend, risk or use its own funds or otherwise incur any liability on its own account in the provision of the Services. Should the Corporate Services Provider be requested by the Company to undertake duties which are of an exceptional nature or otherwise outside the scope of the Services, the Corporation Company will remunerate or reimburse the Corporate Services Provider (as the case may be) in accordance with the Corporate Services Fee Letter accordingly. The Company shall reimburse the Corporate Services Provider on demand for all reasonable travelling and other out of pocket expenses properly incurred by it, its agents, officers, directors and 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 duties and enforcement of such additional expenses its rights under this Agreement and all fees and disbursements (including without limitation, legal fees) properly incurred by it in the negotiation, preparation, execution and accounting advice) as administration of this Agreement. The parties hereto acknowledge that the Share Trustee will undertake certain duties and provide certain services in accordance with the Share Declaration of Trust and this Agreement which shall be agreed between of benefit to 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 Company. The Corporate Services Provider is hereby authorized, at entitled to be remunerated for procuring the Share Trustee to perform its discretion duties under the Share Declaration of Trust 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 adviceunder this Agreement, and the Corporate Services ProviderCompany, in so doingrecognition of the benefits to be provided to it, hereby agrees that such remuneration (together with VAT thereon) shall be indemnified and held harmless by the Corporation against and from any liability, cost and expense for any action taken paid by it in accordance with such instructions or advice. The the Corporate Services Provider may, however, accept Fee Letter subject to and act on in accordance with any documents which appear to it to be in order and, in such cases, priorities of payments set out 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 partiesTransaction Documents.

REMUNERATION, COSTS AND EXPENSES. 5.1 The Corporation 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 as for consideration for its services provided pursuant to this Agreement an annual fee 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 such amount as may be agreed to VAT) from time to time time: (a) the Corporate Services Fee, provided that the invoice for the amount of such services is received by the parties hereto payable on Cash Manager at Yorkshire Building Society, Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx, XX0 0XX (email: ) for the date hereof and thereafter attention of Treasury Operations Manager at least 30 twenty-eight (28) days prior to the Interest Payment Date relevant to each anniversary payment date, and if such invoice is not received at least twenty-eight ( 28) days prior to the Interest Payment Date, the Corporate Services Fee will be paid on the following Interest Payment Date; (b) any other fees that may be reasonably incurred by the Corporate Services Provider on behalf of the date hereofCompanies (i) in respect of the winding-up of either Company and its subsequent auditing (including any fees relating to tax compliance matters) provided that the invoice for the amount of such service is received by the Cash Manager at Yorkshire Building Soc iety, Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx XX0 0XX (email: ) for the attention of Treasury Operations Manager at least twenty-eight (28) days prior to any such fees becoming due and payable; and (c) following delivery of a Note Acceleration Notice on the Issuer, in the event that a Rec eiver is not appointed, any other fees reasonably incurred by the Issuer that will bec ome due and payable within the next thirty (30) days and will be paid by the Corporate Services Provider on behalf of the Issuer. 5.2 In addition to Section 5.1, the Corporation 12.2 The Issuer (on behalf of Holdings and itself) shall reimburse the Corporate Services Provider on demand for all reasonable travelling and other out of pocket expenses (including any Irrecoverable VAT on receipt of a valid VAT invoice in respect of such amount) properly incurred by it, its agents, employees employees, the Directors and the Secretary nominated by it in the performance of its or their dutiesany duties and enforcement of any rights under this Agreement and all reasonable fees and disbursements (including, without limitation those of a legal nature and any Irrecoverable VAT on receipt of a valid VAT invoice) incurred by it in the negotiation, preparation, execution and administration of this Agreement only to the extent that such costs are not covered by the fees agreed in Clause 12.1. 5.3 12.3 The Corporation Issuer (on behalf of Holdings and itself) shall further pay the Corporate Services Provider such additional remuneration, or meet the cost of such additional expenses (including legal and accounting adviceadvice and any Irrecoverable VAT on receipt of a valid VAT invoice in respec t of suc h amount) as shall be agreed between the Corporate Services Provider and the other parties hereto Companies in the event that the Corporate Services Provider finds it expedient or necessary or it is requested by any of the other parties hereto Companies or the Security Trustee or the Note Trustee to undertake duties which the Corporate Services Provider and the other parties hereto relevant Company or Companies or the Security Trustee or the Note Trustee (as applicable) agree to be of an exceptional nature or otherwise outside the scope of the Corporate Servicesservices provided under Clause 7 (Services to be provided). 5.4 The 12.4 Any amounts due by any of the Companies to the Corporate Services Provider is hereby authorized, at its discretion and shall bear interest at the expense rate of 1 per cent. per annum above the CorporationBank of England Base Rate and interest shall accrue: (a) to refer all documents or requests relating to in the Corporate Services or any other matters to its legal department, the Client’s legal department, the Corporation’s solicitors, or the solicitors for case of payments made by the Corporate Services Provider for direction and adviceon behalf of the Issuer prior to the date of demand, and from the date on which the payment was made or such later date as specified in such demand; (b) in the case of payments made by the Corporate Services ProviderProvider on behalf of the Issuer on or after the date of the demand, in so doing, shall be indemnified and held harmless by from 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, date specified in such casesdemand, in which date shall not be a date earlier than the absence of gross negligence or wilful misconduct, shall be indemnified and held harmless by the Corporation against and from any liability, cost and expensedate such payments are made; and (bc) to employ such counselin the case of any remuneration payable by any of the Companies, consultants, experts, advisers, agents from the due date thereof. 12.5 Any amounts payable under this Clause 12 shall be paid on each Interest Payment Date in accordance with the relevant order of priority set out in the Deed of Charge or agencies the Cash Management Agreement 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 partiesapplicable.

REMUNERATION, COSTS AND EXPENSES. 5.1 The Corporation 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 as in consideration for its services provided pursuant to this Agreement an annual fee of such amount as the following fees and expenses, and any other costs and expenses specified in this Clause 12: (a) the Corporate Services Fee, which shall be payable in accordance with the Corporate Services Provider Fee Letter on each Interest Payment Date commencing from the first Interest Payment Date; (b) any other fees that may be agreed to from time to time reasonably incurred by the parties hereto payable Corporate Services Provider on behalf of the Issuer or Holdings (i) in respect of the winding-up of the Issuer or Holdings and its subsequent auditing (including any fees relating to tax compliance matters), or (ii) in relation to compliance with, or in connection with any matters associated with, XXXX or FATCA Withholding as it relates to the Issuer or Holdings; and (c) following delivery of an Enforcement Notice on the date hereof Issuer, in the event that a Receiver is not appointed, any other fees reasonably incurred by the Issuer and thereafter at least 30 days prior to each anniversary paid by the Corporate Services Provider on behalf of the date hereofIssuer. 5.2 In addition to Section 5.1, the Corporation 12.2 The Issuer (on behalf of Holdings and itself) shall reimburse the Corporate Services Provider on demand for all reasonable travelling and other out of pocket expenses (including any amounts in respect of Irrecoverable VAT incurred thereon) properly incurred by it, its agents, employees employees, the Directors and the Secretary nominated by it in the performance of its or their dutiesany duties and enforcement of any rights under this Agreement and all reasonable fees and disbursements (including those of a legal nature and any amounts in respect of Irrecoverable VAT incurred thereon) incurred by it in the negotiation, preparation, execution and administration of this Agreement only to the extent that such costs are not covered by the fees agreed in Clause 12.1. 5.3 12.3 The Corporation Issuer (on behalf of Holdings and itself) shall further pay the Corporate Services Provider such additional remuneration, or meet the cost of such additional expenses (including legal and accounting adviceadvice and any amounts in respect of Irrecoverable VAT incurred thereon) as shall be agreed between the Corporate Services Provider and the other parties hereto Companies in the event that the Corporate Services Provider finds it expedient or necessary or it is requested by any of the other parties hereto Companies or the Security Trustee or the Note Trustee to undertake duties which the Corporate Services Provider and the other parties hereto Relevant Company or Companies or the Security Trustee or the Note Trustee (as applicable) agree to be of an exceptional nature or otherwise outside the scope of the Corporate Servicesservices provided under Clause 7 (Services to be Provided). 5.4 The 12.4 Any sum (or other consideration) payable (or provided) by the Issuer to the Corporate Services Provider pursuant to this Agreement shall be deemed to be exclusive of any VAT chargeable on any supply or supplies for which that sum (or other consideration) is hereby authorizedthe consideration (in whole or in part) for VAT purposes. 12.5 Where, at its discretion pursuant to the terms of this Agreement, the Corporate Services Provider makes a supply to the Issuer for VAT purposes and VAT is or becomes chargeable on such supply, the Issuer shall, subject to the receipt of a valid VAT invoice in respect of such supply, pay to the Corporate Services Provider (in addition to and at the expense same time as any other consideration for such supply) a sum equal to the amount of such VAT. 12.6 Any amounts due but unpaid by any of the CorporationCompanies to the Corporate Services Provider shall bear interest at the rate of 1 per cent. per annum above the Bank of England Base Rate and interest shall accrue: (a) in the case of payments made by the Corporate Services Provider on behalf of the Issuer prior to refer all documents the date of demand, from the date on which the payment was made or requests relating such later date as specified in such demand; (b) in the case of payments made by the Corporate Services Provider on behalf of the Issuer on or after the date of the demand, from the date specified in such demand, which date shall not be a date earlier than the date such payments are made; and (c) in the case of any remuneration payable by any of the Companies, from the due date thereof. 12.7 Any amounts payable 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, under this Clause 12 shall be indemnified and held harmless by paid (to the Corporation against and from extent not paid on any liability, cost and expense for any action taken by it previous date) on each Interest Payment Date in accordance with such instructions or advice. The Corporate Services Provider maythe Pre-Enforcement Revenue Priority of Payments or, howeveras the case may be, accept and act on any documents date in accordance with the Post-Enforcement Priority of Payments, provided that prior to the service of an Enforcement Notice on the Issuer, the invoice for any such fees or expenses is received by the Cash Manager at least 15 days prior to the date on which appear such fees or expenses become due and payable. If prior to it the service of an Enforcement Notice such invoice is not received at least 15 days prior to be in order andthe date on which such fees or expenses become due and payable, in such cases, in the absence of gross negligence fees or wilful misconduct, expenses shall be indemnified and held harmless paid on the Interest Payment Date immediately following the date falling 15 days after the date on which the invoice is received 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 partiesCash Manager.

REMUNERATION, COSTS AND EXPENSES. 5.1 The Corporation ‌ 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 as in consideration for its services provided pursuant to this Agreement an annual fee of such amount as the following fees and expenses, and any other costs and expenses specified in this Clause 12:‌ (a) the Corporate Services Fee, which shall be payable in accordance with the Corporate Services Provider Fee Letter initially on or around the Closing Date and then on each Interest Payment Date commencing from the first Interest Payment Date; (b) any other fees that may be agreed to from time to time reasonably incurred by the parties hereto payable Corporate Services Provider on behalf of the Issuer or Holdings (i) in respect of the winding-up of the Issuer or Holdings and its subsequent auditing (including any fees relating to tax compliance matters), or (ii) in relation to compliance with, or in connection with any matters associated with, EU EMIR, UK EMIR or FATCA Withholding as it relates to the Issuer or Holdings; and (c) following delivery of an Enforcement Notice on the date hereof Issuer, in the event that a Receiver is not appointed, any other fees reasonably incurred by the Issuer and thereafter at least 30 days prior to each anniversary paid by the Corporate Services Provider on behalf of the date hereofIssuer. 5.2 In addition to Section 5.1, the Corporation 12.2 The Issuer (on behalf of Holdings and itself) shall reimburse the Corporate Services Provider on demand for all reasonable travelling and other out of pocket expenses (including any amounts in respect of Irrecoverable VAT incurred thereon) properly incurred by it, its agents, employees employees, the Directors and the Secretary nominated by it in the performance of its or their dutiesany duties and enforcement of any rights under this Agreement and all reasonable fees and disbursements (including those of a legal nature and any amounts in respect of Irrecoverable VAT incurred thereon) incurred by it in the negotiation, preparation, execution and administration of this Agreement only to the extent that such costs are not covered by the fees agreed in Clause 12.1. 5.3 12.3 The Corporation Issuer (on behalf of Holdings and itself) shall further pay the Corporate Services Provider such additional remuneration, or meet the cost of such properly incurred additional expenses (including legal and accounting adviceadvice and any amounts in respect of Irrecoverable VAT incurred thereon) as shall be agreed between the Corporate Services Provider and the other parties hereto in the event that Companies if the Corporate Services Provider finds it expedient or necessary or it is requested by any of the other parties hereto Companies or the Security Trustee to undertake duties which the Corporate Services Provider and the other parties hereto Relevant Company or Companies or the Security Trustee (as applicable) agree to be of an exceptional nature or otherwise outside the scope of the Corporate Services.services provided under Clause 7 (Services to be Provided).‌ 5.4 The 12.4 Any sum (or other consideration) payable (or provided) by the Issuer to the Corporate Services Provider pursuant to this Agreement shall be deemed to be exclusive of any VAT chargeable on any supply or supplies for which that sum (or other consideration) is hereby authorizedthe consideration (in whole or in part) for VAT purposes.‌ 12.5 Where, at its discretion pursuant to the terms of this Agreement, the Corporate Services Provider makes a supply to the Issuer for VAT purposes and VAT is or becomes chargeable on such supply, the Issuer shall, subject to the receipt of a valid VAT invoice in respect of such supply, pay to the Corporate Services Provider (in addition to and at the expense same time as any other consideration for such supply) a sum equal to the amount of such VAT. 12.6 Any amounts due but unpaid by any of the CorporationCompanies to the Corporate Services Provider shall bear interest at the rate of 1 per cent. per annum above the Bank of England Base Rate and interest shall accrue: (a) in the case of payments made by the Corporate Services Provider on behalf of the Issuer prior to refer all documents the date of demand, from the date on which the payment was made or requests relating such later date as specified in such demand; (b) in the case of payments made by the Corporate Services Provider on behalf of the Issuer on or after the date of the demand, from the date specified in such demand, which date shall not be a date earlier than the date such payments are made; and (c) in the case of any remuneration payable by any of the Companies, from the due date thereof. 12.7 Any amounts payable 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, under this Clause 12 shall be indemnified and held harmless by paid (to the Corporation against and from extent not paid on any liability, cost and expense for any action taken by it previous date) on each Interest Payment Date in accordance with such instructions or advice. The Corporate Services Provider maythe Pre-Enforcement Revenue Priority of Payments or, howeveras the case may be, accept and act on any documents date in accordance with the Post-Enforcement Priority of Payments, provided that prior to the service of an Enforcement Notice on the Issuer, the invoice for any such fees or expenses is received by the Cash Manager at least 15 days prior to the date on which appear such fees or expenses become due and payable. If prior to it the service of an Enforcement Notice such invoice is not received at least 15 days prior to be in order andthe date on which such fees or expenses become due and payable, in such cases, in the absence of gross negligence fees or wilful misconduct, expenses shall be indemnified and held harmless paid on the Interest Payment Date immediately following the date falling 15 days after the date on which the invoice is received 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 partiesCash Manager.

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.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, agents and 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. 5.1 The Corporation 9.1 In accordance with the WTSS Fee Letter each Company shall pay to the Corporate Services Provider WTSS, as consideration for its services provided pursuant to this Agreement an annual fee Agreement, the Annual Management Fee, provided that the invoice for the amount of such amount as may be agreed to from time to time services is received, by the parties hereto payable on the date hereof and thereafter Servicer at 8 Xxxxxx Xxxxxx, Xxxxxx, X00 0XX at least 30 ten days prior to the Interest Payment Date, relevant to each anniversary of payment date, and if such invoice is not received at least ten days prior to the date hereofInterest Payment Date, the Annual Management Fee will be paid on the following Interest Payment Date. The Annual Management Fee shall be paid to the bank account specified in the WTSS Fee Letter attached hereto. 5.2 In addition to Section 5.1, the Corporation 9.2 Each Company shall reimburse the Corporate Services Provider WTSS on demand for all reasonable travelling and other out of pocket expenses properly incurred by it, its agents, employees employees, Nominated Directors and Nominated Secretaries in the performance of its or their dutiesduties and enforcement of its rights under this Agreement 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. 5.3 The Corporation 9.3 Each Company shall further pay the Corporate Services Provider WTSS 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 WTSS and the other parties hereto each Company in the event that the Corporate Services Provider WTSS finds it expedient or necessary or it is requested by the other parties hereto a Company to undertake duties which the Corporate Services Provider WTSS and the other parties hereto agree such Company agrees to be of an exceptional nature or otherwise outside the scope of the Corporate Servicesservices provided under Clause 5. 5.4 The Corporate Services Provider is hereby authorized, at its discretion and 9.4 Any amounts due by a Company to WTSS shall bear interest at the expense rate of 2.5 per cent. per annum above the base rate from time to time of Royal Bank of Scotland PLC and interest shall accrue: 9.4.1 in the case of payments made by WTSS prior to the date of demand, from the date on which the payment was made or such later date as specified in such demand; 9.4.2 in the case of payments made by WTSS on or after the date of the Corporation: (a) to refer all documents or requests relating to demand, from 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, date specified in such casesdemand, 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 which date shall not be responsible for a date earlier than the negligent actions or misconduct date such payments are made; 9.4.3 in the case of such partiesany remuneration payable by a Company, from the due date thereof.

REMUNERATION, COSTS AND EXPENSES. 5.1 9.1 The Corporation Issuer shall pay to the Corporate Services Provider Custodian 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 9.2 In addition to Section 5.19.1, the Corporation Issuer shall reimburse the Corporate Services Provider 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. 5.3 9.3 The Corporation Issuer shall further pay the Corporate Services Provider Custodian 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 Custodian and the other parties hereto in the event that the Corporate Services Provider Custodian finds it expedient or necessary or it is requested by the other parties hereto to undertake duties which the Corporate Services Provider Custodian and the other parties hereto agree to be of an exceptional nature or otherwise outside the scope of the Corporate Custodial Services. 5.4 9.4 The Corporate Services Provider Custodian is hereby authorized, at its discretion and at the expense of the CorporationIssuer: (a) to refer all documents or requests relating to the Corporate Custodial Services or any other matters to its legal department, department the Client’s legal department, the CorporationIssuer’s solicitors, or the solicitors for the Corporate Services Provider Guarantor for direction and advice, and the Corporate Services ProviderCustodian, in so doing, shall be indemnified and held harmless reimbursed by the Corporation against and from Issuer for any liability, cost and expense for any action taken by it in accordance with such instructions or advice. The Corporate Services Provider Custodian 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, cases shall be indemnified and held harmless by the Corporation against and from any liability, cost and expensein 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 and hereunder. The obligations of the parties pursuant to Article 9 shall not be responsible survive for a period of 6 months after the negligent actions or misconduct termination of such partiesthis Agreement.

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, agents and employees in the performance of its or their dutiesduties under this Agreement. 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 solicitorssolicitors (as applicable), 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 fraud, 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. 5.1 The Corporation 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 as for consideration for its services provided pursuant to this Agreement an annual fee 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 such amount as may be agreed to VAT) from time to time time: (a) the Corporate Services Fee, provided that the invoice for the amount of such services is received by the parties hereto payable on Cash Manager at Yorkshire Building Society, Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx, XX0 0XX (email: ) for the date hereof and thereafter attention of Treasury Operations Manager at least 30 twenty-eight (28) days prior to the Interest Payment Date relevant to each anniversary payment date, and if such invoice is not received at least twenty-eight (28) days prior to the Interest Payment Date, the Corporate Services Fee will be paid on the following Interest Payment Date; (b) any other fees that may be reasonably incurred by the Corporate Services Provider on behalf of the date hereofCompanies (i) in respect of the winding-up of either Company and its subsequent auditing (including any fees relating to tax compliance matters) provided that the invoice for the amount of such service is received by the Cash Manager at Yorkshire Building Society, Xxxxxxxxx Xxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx XX0 0XX (email: ) for the attention of Treasury Operations Manager at least twenty-eight (28) days prior to any such fees becoming due and payable; and (c) following delivery of a Note Acceleration Notice on the Issuer, in the event that a Receiver is not appointed, any other fees reasonably incurred by the Issuer that will become due and payable within the next thirty (30) days and will be paid by the Corporate Services Provider on behalf of the Issuer. 5.2 In addition to Section 5.1, the Corporation 12.2 The Issuer (on behalf of Holdings and itself) shall reimburse the Corporate Services Provider on demand for all reasonable travelling and other out of pocket expenses (including any Irrecoverable VAT on receipt of a valid VAT invoice in respect of such amount) properly incurred by it, its agents, employees employees, the Directors and the Secretary nominated by it in the performance of its or their dutiesany duties and enforcement of any rights under this Agreement and all reasonable fees and disbursements (including, without limitation those of a legal nature and any Irrecoverable VAT on receipt of a valid VAT invoice) incurred by it in the negotiation, preparation, execution and administration of this Agreement only to the extent that such costs are not covered by the fees agreed in Clause 12.1. 5.3 12.3 The Corporation Issuer (on behalf of Holdings and itself) shall further pay the Corporate Services Provider such additional remuneration, or meet the cost of such additional expenses (including legal and accounting adviceadvice and any Irrecoverable VAT on receipt of a valid VAT invoice in respect of such amount) as shall be agreed between the Corporate Services Provider and the other parties hereto Companies in the event that the Corporate Services Provider finds it expedient or necessary or it is requested by any of the other parties hereto Companies or the Security Trustee or the Note Trustee to undertake duties which the Corporate Services Provider and the other parties hereto relevant Company or Companies or the Security Trustee or the Note Trustee (as applicable) agree to be of an exceptional nature or otherwise outside the scope of the Corporate Servicesservices provided under Clause 7 (Services to be provided). 5.4 The 12.4 Any amounts due by any of the Companies to the Corporate Services Provider is hereby authorized, at its discretion and shall bear interest at the expense rate of 1 per cent. per annum above the CorporationBank of England Base Rate and interest shall accrue: (a) to refer all documents or requests relating to in the Corporate Services or any other matters to its legal department, the Client’s legal department, the Corporation’s solicitors, or the solicitors for case of payments made by the Corporate Services Provider for direction and adviceon behalf of the Issuer prior to the date of demand, and from the date on which the payment was made or such later date as specified in such demand; (b) in the case of payments made by the Corporate Services ProviderProvider on behalf of the Issuer on or after the date of the demand, in so doing, shall be indemnified and held harmless by from 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, date specified in such casesdemand, in which date shall not be a date earlier than the absence of gross negligence or wilful misconduct, shall be indemnified and held harmless by the Corporation against and from any liability, cost and expensedate such payments are made; and (bc) to employ such counselin the case of any remuneration payable by any of the Companies, consultants, experts, advisers, agents from the due date thereof. 12.5 Any amounts payable under this Clause 12 shall be paid on each Interest Payment Date in accordance with the relevant order of priority set out in the Deed of Charge or agencies the Cash Management Agreement 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 partiesapplicable.

REMUNERATION, COSTS AND EXPENSES. 5.1 The Corporation Corporate Officers Provider shall pay be entitled 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 payment by the parties hereto payable on the date hereof and thereafter at least 30 days prior MTN Issuer of an amount 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 MTN Issuer and the other parties hereto in Corporate Officers Provider (together with Value Added Tax, if any, thereon). Such amount shall consist of (i) remuneration for the event services provided under this Agreement (including Additional Services, if appropriate) to the MTN Issuer and (ii) reimbursement or prepayment of the operational costs and expenses of the MTN Issuer, both payable, subject to the terms and conditions of a fee letter of even date hereof. Each of the MTN Issuer and the Note Trustee agrees that the Corporate Officers 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 or the Additional Services. Subject to the timely receipt of funds from the MTN Issuer, the Corporate Officers Provider finds it expedient or necessary or it is requested undertakes, if requested, to pay in a timely manner, on behalf of the MTN Issuer, all operational costs (together with any Value Added Tax thereon) incurred by the MTN Issuer in relation to this Agreement. Such operational costs shall include legal and auditor's fees, telex, stationery, facsimile and telephone costs and other parties hereto fees or expenses payable to undertake duties administer the MTN Issuer and to maintain the MTN Issuer in existence and duly registered. Any reference to any fee, cost, loss, disbursement, commission, damages, expense, charge or liability incurred by any party and in respect of which the Corporate Services Provider and the other parties hereto agree such party is to be reimbursed (or indemnified) by any other person under the terms of an exceptional nature this Agreement shall, save where the context otherwise requires, include a reference to such part of such cost 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 as represents any Value Added Tax save to the Corporate Services extent that such party is entitled to obtain credit or repayment in respect of such Value Added Tax from HM Customs and Excise 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 partiestax authority.

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 ClientCorporation’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 Corporate Services Provider 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 Corporate Services Provider against and from any liability, cost and expense; andand Corporate Services Agreement (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. 5.1 9.1 The Corporation Issuer shall pay to the Corporate Services Provider Custodian as consideration for its services provided pursuant to this Agreement an annual a 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 hereofparties. 5.2 9.2 In addition to Section 5.19.1, the Corporation Issuer shall reimburse the Corporate Services Provider 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. 5.3 9.3 The Corporation Issuer shall further pay the Corporate Services Provider Custodian 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 Custodian and the other parties hereto in the event that the Corporate Services Provider Custodian finds it expedient or necessary or it is requested by the other parties hereto to undertake duties which the Corporate Services Provider Custodian and the other parties hereto agree to be of an exceptional nature or otherwise outside the scope of the Corporate Custodial Services. 5.4 9.4 The Corporate Services Provider Custodian is hereby authorized, at its discretion and at the expense of the CorporationIssuer: (a) to refer all documents or requests relating to the Corporate Custodial Services or any other matters to its legal department, department the Client’s legal department, the CorporationIssuer’s solicitors, or the solicitors for the Corporate Services Provider Guarantor for direction and advice, and the Corporate Services ProviderCustodian, in so doing, shall be indemnified and held harmless reimbursed by the Corporation against and from Issuer for any liability, cost and expense for any action taken by it in accordance with such instructions or advice. The Corporate Services Provider Custodian 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, cases shall be indemnified and held harmless by the Corporation against and from any liability, cost and expensein 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 and hereunder. The obligations of the parties pursuant to Article 9 shall not be responsible for survive the negligent actions or misconduct termination of such partiesthis Agreement.