Common use of Remuneration and Indemnification of Note Trustee Clause in Contracts

Remuneration and Indemnification of Note Trustee. 14.1 The Ninth Issuer shall pay to the Note Trustee remuneration for its services as trustee as from the date of this Ninth Issuer Trust Deed, such remuneration to be at such rate and to be paid on such dates as may from time to time be agreed in writing between the Ninth Issuer and the Note Trustee. The rate of remuneration in force from time to time may upon the final redemption of the whole of the Ninth Issuer Notes of any series be reduced by such amount as shall be agreed between the Ninth Issuer and the Note Trustee, such reduced remuneration to be calculated from such date as shall be agreed as aforesaid. Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders) up to and including the date when, all the Ninth Issuer Notes having become due for redemption, the redemption monies and interest thereon to the date of redemption have been paid to the Principal Paying Agent and, where applicable, the Registrar or, as the case may be, the Note Trustee PROVIDED THAT if upon due presentation of any Ninth Issuer Note or any cheque payment of the monies due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to the Noteholders is made. 14.2 In the event of the occurrence of a Note Event of Default or the Note Trustee considering it necessary or being requested by the Ninth Issuer to undertake duties which the Note Trustee and the Ninth Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Note Trustee under these presents the Ninth Issuer shall pay to the Note Trustee such additional remuneration as shall be agreed between them. 14.3 The Ninth Issuer shall pay to the Note Trustee in addition an amount equal to the amount of any VAT or similar tax chargeable in respect of its remuneration under this Deed against production of a valid tax invoice. 14.4 In the event of the Note Trustee and the Ninth Issuer failing to agree: (a) (in a case to which Clause 14.1 above applies) upon the amount of the remuneration; or (b) (in a case to which Clause 14.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Note Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Note Trustee and approved by the Ninth Issuer or, failing such approval, nominated (on the application of the Note Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the Ninth Issuer) and the determination of any such merchant or investment bank shall be final and binding upon the Note Trustee and the Ninth Issuer. 14.5 In addition to remuneration hereunder, the Ninth Issuer shall on written request pay (on an indemnity basis) all other costs, charges and expenses which the Note Trustee and any Appointee may properly incur in relation to the negotiation, preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents and any other Transaction Document, including but not limited to reasonable travelling and legal expenses properly incurred and any stamp, issue, registration, documentary and other similar taxes or duties paid or payable by the Note Trustee in connection with any action taken or contemplated by or on behalf of the Note Trustee for enforcing, or for any other purpose in relation to, these presents or any of the other Transaction Documents. 14.6 All amounts payable pursuant to Clause 14.5 above and/or Clause 15(1) shall be payable by the Ninth Issuer on the date specified in a demand by the Note Trustee and in the case of payments actually made by the Note Trustee prior to such demand shall (if not paid within three days after such demand and the Note Trustee so requires) carry interest at the rate of three per cent. per annum above the mean base rate from time to time of the Reference Banks from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Note Trustee so requires) carry interest at such rate from the date specified in such demand. All remuneration payable to the Note Trustee shall carry interest at such rate from the due date therefor. 14.7 Unless otherwise specifically stated in any discharge of this Deed the provisions of this Clause 14 and Clause 15(l) shall continue in full force and effect notwithstanding such discharge. 14.8 The Note Trustee shall be entitled in its absolute discretion to determine in respect of which series of Ninth Issuer Notes any liabilities incurred under this Deed have been incurred.

Remuneration and Indemnification of Note Trustee. 14.1 13.1 The Ninth Issuer shall pay to the Note Trustee Trustee, by way of remuneration for its services as trustee as from the date of this Ninth Note Trust Deed and under the other Issuer Trust DeedTransaction Documents, such remuneration to be at such rate amount and to be paid on such dates date(s) as may shall be agreed from time to time be agreed in writing between the Ninth Issuer and the Note Trustee. The rate of remuneration in force from time to time may upon the final redemption of the whole of the Ninth Issuer Notes of any series be reduced by such amount as shall be agreed between the Ninth Issuer and the Note Trustee, such reduced remuneration to be calculated from such date as shall be agreed as aforesaid. Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders, Receiptholders and Couponholders) up to and including the date when, all the Ninth Issuer Notes having become due for redemption, the redemption monies moneys and interest thereon to the date of redemption have been paid to the Principal Paying Agent and, where applicable, the Registrar or, as the case may be, or the Note Trustee PROVIDED THAT provided that if upon due presentation of any Ninth Issuer Note Note, Receipt or Coupon or any cheque cheque, payment of the monies moneys due in respect thereof is improperly withheld or refused, remuneration will commence again be deemed not to have ceased to accrue and will continue to accrue until payment to the Noteholders such Noteholder, Receiptholder or Couponholder is duly made. 14.2 13.2 In the event of the occurrence of a Note Event of Default or the Note Trustee considering it expedient or necessary or being requested by the Ninth Issuer to undertake duties which the Note Trustee and the Ninth Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Note Trustee under these presents this Note Trust Deed or any other Issuer Transaction Document the Ninth Issuer shall pay to the Note Trustee such additional remuneration as shall be agreed between them. 14.3 The Ninth Issuer shall pay to the Note Trustee in addition an amount equal to the amount of any VAT or similar tax chargeable in respect of its remuneration under this Deed against production of a valid tax invoice. 14.4 13.3 In the event of the Note Trustee and the Ninth Issuer failing to agree: (a) 13.3.1 (in a case to which Clause 14.1 13.1 above applies) upon the amount of the remuneration; or (b) 13.3.2 (in a case to which Clause 14.2 13.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Note Trustee under these presentsthis Note Trust Deed or any other Issuer Transaction Document, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Note Trustee and approved by the Ninth Issuer or, failing such approval, nominated (on the application of the Note Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the Ninth Issuer) and the determination of any such merchant or investment bank shall be final and binding upon the Note Trustee and the Ninth Issuer. 14.5 In addition to remuneration hereunder, the Ninth 13.4 The Issuer shall on written request also pay (on an indemnity basis) or discharge all other costs, charges and expenses which Liabilities properly incurred by the Note Trustee and any Appointee may properly incur in relation to the negotiation, preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents and this Note Trust Deed or any other Issuer Transaction Document, including but not limited to reasonable legal and travelling and legal expenses properly incurred and any stamp, issue, registration, documentary and other similar taxes or duties paid or payable by the Note Trustee in connection with any action taken or contemplated by or on behalf of the Note Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, these presents this Note Trust Deed or any of the other Issuer Transaction DocumentsDocument. 14.6 13.5 All amounts due and payable pursuant to Clause 14.5 13.4 above and/or Clause 15(1) 13.10 below shall be payable by the Ninth Issuer on the date specified in a demand by the Note Trustee Trustee; the rate of interest applicable to such payments shall be the Default Rate and interest shall accrue: 13.5.1 in the case of a demand relating to payments actually made by the Note Trustee prior to the date of the demand, from the date on which the payment was made or such demand shall (if not paid within three days after later date as specified in such demand and demand; and 13.5.2 in the case of payments made by the Note Trustee so requires) carry interest at on or after the rate of three per cent. per annum above the mean base rate from time to time date of the Reference Banks demand, from the date specified in such demand, and in all other cases which date shall (if not paid on be a date earlier than the date specified in such demand or, if later, within three days after such demand and, in either case, the Note Trustee so requires) carry interest at such rate from the date specified in such demand. payments are made. 13.6 All remuneration payable to the Note Trustee shall carry interest at such rate the Default Rate from the due date thereforthereof. 14.7 13.7 Unless otherwise specifically stated in any discharge of this Note Trust Deed the provisions of this Clause 14 and Clause 15(l) 13 shall continue in full force and effect in relation to the period during which the Note Trustee was trustee of this Note Trust Deed notwithstanding such discharge. 14.8 The Note Trustee shall be entitled in its absolute discretion to determine in respect of which series of Ninth Issuer Notes any liabilities incurred under this Deed have been incurred.

Remuneration and Indemnification of Note Trustee. 14.1 The Ninth Seventh Issuer shall pay to the Note Trustee remuneration for its services as trustee as from the date of this Ninth Seventh Issuer Trust Deed, such remuneration to be at such rate and to be paid on such dates as may from time to time be agreed in writing between the Ninth Seventh Issuer and the Note Trustee. The rate of remuneration in force from time to time may upon the final redemption of the whole of the Ninth Seventh Issuer Notes of any series be reduced by such amount as shall be agreed between the Ninth Seventh Issuer and the Note Trustee, such reduced remuneration to be calculated from such date as shall be agreed as aforesaid. Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders) up to and including the date when, all the Ninth Seventh Issuer Notes having become due for redemption, the redemption monies and interest thereon to the date of redemption have been paid to the Principal Paying Agent and, where applicable, the Registrar or, as the case may be, the Note Trustee PROVIDED THAT if upon due presentation of any Ninth Seventh Issuer Note or any cheque payment of the monies due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to the Noteholders is made. 14.2 In the event of the occurrence of a Note Event of Default or the Note Trustee considering it necessary or being requested by the Ninth Seventh Issuer to undertake duties which the Note Trustee and the Ninth Seventh Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Note Trustee under these presents the Ninth Seventh Issuer shall pay to the Note Trustee such additional remuneration as shall be agreed between them. 14.3 The Ninth Seventh Issuer shall pay to the Note Trustee in addition an amount equal to the amount of any VAT value added tax or similar tax chargeable in respect of its remuneration under this Deed against production of a valid tax invoice. 14.4 In the event of the Note Trustee and the Ninth Seventh Issuer failing to agree: (a) (in a case to which Clause 14.1 above applies) upon the amount of the remuneration; or (b) (in a case to which Clause 14.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Note Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Note Trustee and approved by the Ninth Seventh Issuer or, failing such approval, nominated (on the application of the Note Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the Ninth Seventh Issuer) and the determination of any such merchant or investment bank shall be final and binding upon the Note Trustee and the Ninth Seventh Issuer. 14.5 In addition to remuneration hereunder, the Ninth Seventh Issuer shall on written request pay (on an indemnity basis) all other costs, charges and expenses which the Note Trustee and any Appointee may properly incur in relation to the negotiation, preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents and any other Transaction Document, including but not limited to reasonable travelling and legal expenses properly incurred and any stamp, issue, registration, documentary and other similar taxes or duties paid or payable by the Note Trustee in connection with any action taken or contemplated by or on behalf of the Note Trustee for enforcing, or for any other purpose in relation to, these presents or any of the other Transaction Documents. 14.6 All amounts payable pursuant to Clause 14.5 above and/or Clause 15(115(l) shall be payable by the Ninth Seventh Issuer on the date specified in a demand by the Note Trustee and in the case of payments actually made by the Note Trustee prior to such demand shall (if not paid within three days after such demand and the Note Trustee so requires) carry interest at the rate of three per cent. per annum above the mean base rate from time to time of the Reference Banks from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Note Trustee so requires) carry interest at such rate from the date specified in such demand. All remuneration payable to the Note Trustee shall carry interest at such rate from the due date therefor. 14.7 Unless otherwise specifically stated in any discharge of this Deed the provisions of this Clause 14 and Clause 15(l) shall continue in full force and effect notwithstanding such discharge. 14.8 The Note Trustee shall be entitled in its absolute discretion to determine in respect of which series of Ninth Seventh Issuer Notes any liabilities incurred under this Deed have been incurred.

Remuneration and Indemnification of Note Trustee. 14.1 The Ninth Eighth Issuer shall pay to the Note Trustee remuneration for its services as trustee as from the date of this Ninth Eighth Issuer Trust Deed, such remuneration to be at such rate and to be paid on such dates as may from time to time be agreed in writing between the Ninth Eighth Issuer and the Note Trustee. The rate of remuneration in force from time to time may upon the final redemption of the whole of the Ninth Eighth Issuer Notes of any series be reduced by such amount as shall be agreed between the Ninth Eighth Issuer and the Note Trustee, such reduced remuneration to be calculated from such date as shall be agreed as aforesaid. Such remuneration shall accrue from day to day and be payable (in priority to payments to the Noteholders) up to and including the date when, all the Ninth Eighth Issuer Notes having become due for redemption, the redemption monies and interest thereon to the date of redemption have been paid to the Principal Paying Agent and, where applicable, the Registrar or, as the case may be, the Note Trustee PROVIDED THAT if upon due presentation of any Ninth Eighth Issuer Note or any cheque payment of the monies due in respect thereof is improperly withheld or refused, remuneration will commence again to accrue until payment to the Noteholders is made. 14.2 In the event of the occurrence of a Note Event of Default or the Note Trustee considering it necessary or being requested by the Ninth Eighth Issuer to undertake duties which the Note Trustee and the Ninth Eighth Issuer agree to be of an exceptional nature or otherwise outside the scope of the normal duties of the Note Trustee under these presents the Ninth Eighth Issuer shall pay to the Note Trustee such additional remuneration as shall be agreed between them. 14.3 The Ninth Eighth Issuer shall pay to the Note Trustee in addition an amount equal to the amount of any VAT value added tax or similar tax chargeable in respect of its remuneration under this Deed against production of a valid tax invoice. 14.4 In the event of the Note Trustee and the Ninth Eighth Issuer failing to agree: (a) (in a case to which Clause 14.1 above applies) upon the amount of the remuneration; or (b) (in a case to which Clause 14.2 above applies) upon whether such duties shall be of an exceptional nature or otherwise outside the scope of the normal duties of the Note Trustee under these presents, or upon such additional remuneration, such matters shall be determined by a merchant or investment bank (acting as an expert and not as an arbitrator) selected by the Note Trustee and approved by the Ninth Eighth Issuer or, failing such approval, nominated (on the application of the Note Trustee) by the President for the time being of The Law Society of England and Wales (the expenses involved in such nomination and the fees of such merchant or investment bank being payable by the Ninth Eighth Issuer) and the determination of any such merchant or investment bank shall be final and binding upon the Note Trustee and the Ninth Eighth Issuer. 14.5 In addition to remuneration hereunder, the Ninth Eighth Issuer shall on written request pay (on an indemnity basis) all other costs, charges and expenses which the Note Trustee and any Appointee may properly incur in relation to the negotiation, preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, these presents and any other Transaction Document, including but not limited to reasonable travelling and legal expenses properly incurred and any stamp, issue, registration, documentary and other similar taxes or duties paid or payable by the Note Trustee in connection with any action taken or contemplated by or on behalf of the Note Trustee for enforcing, or for any other purpose in relation to, these presents or any of the other Transaction Documents. 14.6 All amounts payable pursuant to Clause 14.5 above and/or Clause 15(1) shall be payable by the Ninth Eighth Issuer on the date specified in a demand by the Note Trustee and in the case of payments actually made by the Note Trustee prior to such demand shall (if not paid within three days after such demand and the Note Trustee so requires) carry interest at the rate of three per cent. per annum above the mean base rate from time to time of the Reference Banks from the date specified in such demand, and in all other cases shall (if not paid on the date specified in such demand or, if later, within three days after such demand and, in either case, the Note Trustee so requires) carry interest at such rate from the date specified in such demand. All remuneration payable to the Note Trustee shall carry interest at such rate from the due date therefor. 14.7 Unless otherwise specifically stated in any discharge of this Deed the provisions of this Clause 14 and Clause 15(l15(1) shall continue in full force and effect notwithstanding such discharge. 14.8 The Note Trustee shall be entitled in its absolute discretion to determine in respect of which series of Ninth Eighth Issuer Notes any liabilities incurred under this Deed have been incurred.