Common use of Security Agent’s management time and additional remuneration Clause in Contracts

Security Agent’s management time and additional remuneration. (a) Any amount payable to the Security Agent under Clause 16.11 (Secured Parties’ indemnity to the Security Agent), Clause 18 (Costs and expenses) or Clause 19.1 (Indemnity to the Security Agent) shall include the cost of utilising the Security Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Parent and the Secured Parties, and is in addition to any other fee paid or payable to the Security Agent. (b) Without prejudice to paragraph (a)19.1(a) above, in the event of: (i) a Default; or (ii) the Security Agent being requested by a Debtor or the Instructing Group to undertake duties which the Security Agent and the Parent agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Debt Documents; or (iii) the Security Agent and the Parent agreeing that it is otherwise appropriate in the circumstances, the Parent shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (c) below. (c) If the Security Agent and the Parent fail to agree upon the nature of the duties or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Parent or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Parent) and the determination of any investment bank shall be final and binding upon the Parties.

Security Agent’s management time and additional remuneration. (a) Any amount payable to the Security Agent under Clause 16.11 (Secured Parties’ indemnity to the Security Agent), Clause 18 (Costs and expenses) or Clause 19.1 (Indemnity to the Security Agent) shall include the cost of utilising the Security Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Parent and the Secured Parties, and is in addition to any other fee paid or payable to the Security Agent. (b) Without prejudice to paragraph (a)19.1(a) above, in In the event of: (i) a Default; or; (ii) the Security Agent being requested by a Debtor or the Instructing Group to undertake duties which the Security Agent and the Parent agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Debt Documents; (iii) the proposed accession of any Credit Facility Creditors or Pari Passu Debt Creditors pursuant to Clause 20.7 (Accession of Credit Facility Creditors under new Credit Facilities) or Clause 20.8 (Accession of Pari Passu Debt Creditors under new Pari Passu Notes or Pari Passu Facilities); or (iiiiv) the Security Agent and the Parent agreeing that it is otherwise appropriate in the circumstances, the Parent shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (cb) below. Notwithstanding the foregoing, in no event shall the Security Agent be required to undertake any duties outside the scope of the express duties accepted by it under the Debt Documents unless the Security Agent expressly agrees to do so in writing. (cb) If the Security Agent and the Parent fail to agree upon the nature of the duties or upon the additional remuneration referred to in paragraph (ba) above or whether additional remuneration is appropriate in the circumstancesabove, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Parent or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Parent) and the determination of any investment bank shall be final and binding upon the Parties.

Security Agent’s management time and additional remuneration. (a) Any amount payable to the Security Agent under Clause 16.11 clause 11 (Secured Finance Parties’ indemnity Indemnity to the Security Agent)) of this schedule 10, Clause clause 18 (Costs and expensesExpenses) or Clause 19.1 clause 16.4 (Indemnity to the Security Agent) shall include the cost of utilising the Security Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Parent Borrower and the Secured other Finance Parties, and is in addition to any other fee paid or payable to the Security Agent. (b) Without prejudice to paragraph (a)19.1(aa) above, in the event of: (i) a Default; or (ii) the Security Agent being requested by a Debtor an Obligor or the Instructing Group Majority Lenders to undertake duties which the Security Agent and the Parent Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Debt Finance Documents; or (iii) the Security Agent and the Parent Borrower agreeing that it is otherwise appropriate in the circumstances, the Parent Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (c) below. (c) If the Security Agent and the Parent Borrower fail to agree upon the nature of the duties or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Parent Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the ParentBorrower) and the determination of any investment bank shall be final and binding upon the Parties.

Security Agent’s management time and additional remuneration. (a) Any amount payable to the Security Agent under Clause 16.11 (Secured Parties’ indemnity to the Security Agent), Clause 18 19 (Costs and expenses) or Clause 19.1 20.1 (Indemnity to the Security Agent) ), after the occurrence of an Event of Default which is then continuing, shall include the cost of utilising the Security Agent’s management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Parent NAC DAC and the Secured PartiesPrimary Creditors, and is in addition to any other fee paid or payable to the Security Agent. (b) Paragraph (a) above shall only apply if and for so long as the Security Agent is an entity regularly engaged in the provision of security trust services. (c) Without prejudice to paragraph (a)19.1(aa) above, in the event of: (i) a Default; or (ii) the Security Agent being requested by a Debtor or the Instructing Group to undertake duties which the Security Agent and the Parent such Debtor agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Debt Documents; or (iiiii) the Security Agent and the Parent NAC 29 agreeing that it is otherwise appropriate in the circumstances, the Parent NAC 29 shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (cd) below. (cd) If the Security Agent and the Parent NAC 29 fail to agree upon the nature of the duties or upon the additional remuneration referred to in paragraph (ba) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Parent NAC DAC or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the ParentNAC DAC) and the determination of any investment bank shall be final and binding upon the Parties.