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 30.11 (Obligors’ Indemnity to the Security Agent), Clause 30.12 (Secured Parties’ Indemnity to the Security Agent) or Clause 18 (Costs and Expenses) shall include the cost of utilising the Security Agent’s management time or other resources incurred or employed by the Security Agent in connection with the enforcement of the Transaction Security Documents 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) above, in the event of: (i) a Default; or (ii) the Security Agent being requested by an Obligor or the Agent to undertake duties which the Security Agent and the Obligors’ Agent agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or (iii) the Security Agent and the Obligors’ Agent agreeing that it is otherwise appropriate in the circumstances, the Obligors’ Agent 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 Obligors’ Agent fail to agree upon the nature of the duties or upon the additional remuneration referred to in paragraph (a) 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 Obligors’ Agent 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 Obligors’ Agent) 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 30.11 16.11 (ObligorsSecured Parties’ Indemnity indemnity to the Security Agent), Clause 30.12 18 (Secured Parties’ Costs and expenses) or Clause 19.1 (Indemnity to the Security Agent) or Clause 18 (Costs and Expenses) shall include the cost of utilising the Security Agent’s management time or other resources incurred or employed by the Security Agent in connection with the enforcement of the Transaction Security Documents 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 (aa)19.1(a) above, in the event of: (i) a Default; or (ii) the Security Agent being requested by an Obligor a Debtor or the Agent Instructing Group to undertake duties which the Security Agent and the Obligors’ Agent Parent agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Debt Documents; or (iii) the Security Agent and the Obligors’ Agent Parent agreeing that it is otherwise appropriate in the circumstances, the Obligors’ Agent 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 Obligors’ Agent Parent fail to agree upon the nature of the duties or upon the additional remuneration referred to in paragraph (ab) 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 Obligors’ Agent 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 Obligors’ AgentParent) 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 30.11 (Obligors’ Indemnity to the Security Agent), Clause 30.12 (Secured Parties’ Indemnity to the Security Agent) or Clause 18 (Costs and Expenses) shall include the cost of utilising the Security Agent’s management time or other resources incurred or employed by the Security Agent in connection with the enforcement of the Transaction Security Documents 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) above, in In the event of: (i) a Default; or; (ii) the Security Agent being requested by an Obligor a Debtor or the Agent Instructing Group to undertake duties which the Security Agent and the Obligors’ Agent Parent agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance 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 Obligors’ Agent Parent agreeing that it is otherwise appropriate in the circumstances, the Obligors’ Agent 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 Obligors’ Agent Parent fail to agree upon the nature of the duties or upon the additional remuneration referred to in paragraph (a) 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 Obligors’ Agent 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 Obligors’ AgentParent) 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 30.11 clause ‎11.4 (Obligors’ Indemnity to the Security Agent), Clause 30.12 (Secured Parties’ Indemnity to the Security Agent) or Clause 18 (Costs and Expenses) this clause ‎13 shall include the cost of utilising the Security Agent’s 's management time or other resources incurred or employed by the Security Agent in connection with the enforcement of the Transaction Security Documents 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 PartiesLenders, and is in addition to any other fee paid or payable to the Security Agent. (b) Without prejudice to paragraph (a‎(a) above, in the event of: (i) a Default; or (ii) the Security Agent considering it necessary or expedient; or (iii) the Security Agent being requested by an Obligor or the Agent Majority Lenders to undertake duties which the Security Agent and the Obligors’ Agent Borrower agree (each acting reasonably) to be of an exceptional nature or and/or outside the scope of the normal duties of the Security Agent under the Finance Documents; or (iii) the Security Agent and the Obligors’ Agent agreeing that it is otherwise appropriate in the circumstances, the Obligors’ Agent 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(c) below. (c) If the Security Agent and the Obligors’ Agent Borrower fail to agree upon the nature of the duties or upon the any additional remuneration referred to in paragraph (ab) above or whether additional remuneration is appropriate in the circumstances, any that 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 Obligors’ Agent 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 Obligors’ AgentBorrower) and the determination of any investment bank shall be final and binding upon the Partiesparties to this agreement.

Security Agent’s management time and additional remuneration. (a) Any amount payable to the Security Agent under Clause 30.11 clause 11 (Obligors’ Indemnity to the Security Agent), Clause 30.12 (Secured Finance Parties’ Indemnity to the Security Agent) or Clause of this schedule 10, clause 18 (Costs and Expenses) or clause 16.4 (Indemnity to the Security Agent) shall include the cost of utilising the Security Agent’s management time or other resources incurred or employed by the Security Agent in connection with the enforcement of the Transaction Security Documents 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) above, in the event of: (i) a Default; or (ii) the Security Agent being requested by an Obligor or the Agent Majority Lenders to undertake duties which the Security Agent and the Obligors’ Agent Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or (iii) the Security Agent and the Obligors’ Agent Borrower agreeing that it is otherwise appropriate in the circumstances, the Obligors’ Agent 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 Obligors’ Agent Borrower fail to agree upon the nature of the duties or upon the additional remuneration referred to in paragraph (ab) 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 Obligors’ Agent 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 Obligors’ AgentBorrower) 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 30.11 18.11 (ObligorsSenior Creditors’ indemnity to the Security Agent) and/or Clause 21.1 (Indemnity to the Security Agent), Clause 30.12 (Secured Parties’ Indemnity to the Security Agent) or Clause 18 (Costs and Expenses) shall include the cost of utilising the Security Agent’s management time or other resources incurred or employed by the Security Agent in connection with the enforcement of the Transaction Security Documents 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 PartiesSenior Creditors, and is in addition to any other fee paid or payable to the Security Agent. (b) Without prejudice to paragraph (a) above, in the event of: (i) a Default; or (ii) the Security Agent being requested by an Obligor a Debtor, the Majority Senior Creditors, the Majority Senior Facility B Creditors, the Majority Senior Creditors (Excluding Facility B), any Creditor or the Agent any group of Creditors to undertake duties which the Security Agent and the Obligors’ Agent Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Debt Documents; or (iii) the Security Agent and the Obligors’ Agent Borrower agreeing that it is otherwise appropriate in the circumstances, the Obligors’ Agent Borrower shall pay to the Security Agent any additional remuneration (together with any applicable VATIndirect Tax) that may be agreed between them or determined pursuant to paragraph (c) below. (c) If the Security Agent and the Obligors’ Agent Borrower fail to agree upon the nature of the duties or upon the additional remuneration referred to in paragraph (ab) above or whether additional remuneration is appropriate in the circumstances, any such 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 Obligors’ Agent 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 such selection and of the such investment bank being payable by the Obligors’ AgentBorrower) and the such determination of any such investment bank shall be final and binding upon the Parties.