Common use of DUE DATE OF PAYMENT AND INTEREST Clause in Contracts

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates to Damages relating to Tax, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the fifth Business Day prior to the latest date on which the Tax in question can be paid to the relevant Tax authority in order to avoid a liability to interest or penalties accruing. (b) Where a claim in respect of Damages relating to Tax under this Agreement relates to the loss or set off of a right to a repayment of Tax, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closing.

DUE DATE OF PAYMENT AND INTEREST. (a) Where 9.1 In a claim under this Agreement relates case that involves an actual payment of tax, subject to Damages relating to Tax, paragraph 9.2 the Sellers Seller shall pay to FID the Purchaser any amount claimed payable under this Agreement in respect thereof Part of this Schedule on or before the date which is the later of the date ten Business Days after the Seller receives a demand therefor from the Purchaser (10in accordance with the provisions of clause 33 (Notices) of this Agreement) and two Business Days before the first date on which the tax in question becomes recoverable by the tax authority demanding the same. Provided that: (a) if the date on which the tax can be recovered is deferred following application to the relevant tax authority, the date for payment by the Seller shall be two Business Days before such later date when the amount of tax is finally and conclusively determined (and for this purpose, an amount of tax shall be deemed to be finally determined when, in respect of such amount, a legally binding agreement with any tax authority is made in respect of it, or a decision of a court or tribunal is given or any binding agreement or determination is made, from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit); and (b) if a payment or payments to the relevant tax authority prior to the date otherwise specified by this paragraph would avoid or minimise interest or penalties, the Seller may at its option pay the whole or part of the amount due to the Purchaser on an earlier date or dates, and the Purchaser shall procure that the tax in question (or the appropriate part of it) is promptly paid to the relevant tax authority. 9.2 The Seller may, with the Purchaser’s consent, not to be unreasonably withheld or delayed, make a direct payment in respect of the tax liability in question to the relevant tax authority (including through use of certificates of tax deposit or the equivalent) and the Seller’s liability to the Purchaser shall be treated as reduced or eliminated to the extent that the relevant Target Company’s tax liability is reduced or eliminated. 9.3 Where a claim under this Part of this Schedule relates to the use or set off of a Purchaser’s relief, the Seller shall pay to the Purchaser the amount due under this Part of this Schedule in respect thereof on the later of the date which is two Business Days before the first date on which tax becomes recoverable by the tax authority demanding the same, being tax which would not have been payable but for such use or set off, and ten Business Days after demand is made therefor by the Purchaser, such demand to be accompanied by a copy of a certificate from the auditors of the Purchaser or the Target Company concerned (obtained or procured to be obtained by and at the expense of the Purchaser) that the Seller has a liability of a stated amount in respect of such claim and that tax has, or will on a specified date, become recoverable as aforesaid, and by reasonably sufficient evidence of such use or set off and of such tax liability. 9.4 In all other cases, the due date for the making of that payment shall be the date falling ten Business Days after the date when the Seller has been notified by the relevant Target Company or the Purchaser that the auditors for the time being of the relevant Target Company have certified that the Seller has a liability for a determinable amount under this Agreement Schedule. 9.5 Any sum not paid by the Seller on the due date for payment specified in paragraph 9.1, 9.3 or 9.4 shall bear Default Interest (which shall accrue from day to day after as well as before any judgment for the same) from the due date to and including the fifth Business Day prior day of actual payment of such sum, provided that such interest shall not accrue to the latest date on which extent that the Tax in question can be paid to the relevant Tax authority in order to avoid a Seller’s liability under paragraph 1 or paragraph 4 extends to interest or penalties accruing. (b) Where imposed by a claim in respect of Damages relating to Tax tax authority arising after the due date. Any interest due under this Agreement relates to paragraph shall be paid on the loss or set off demand of a right to a repayment of Tax, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof Purchaser on or before following the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue payment of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closingsum.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates 10.1 Subject to Damages relating to Tax, paragraph 10.2 the Share Sellers shall pay to FID the Share Purchaser any amount claimed payable under this Agreement in respect thereof Schedule on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement by the Share Purchaser and two Business Days before the fifth Business Day prior to the latest first date on which the Tax tax in question becomes recoverable by the tax authority demanding the same. Provided that: (a) if the date on which the tax can be recovered is deferred following application to the relevant tax authority, the date for payment by the Share Sellers shall be two Business Days before such later date when the amount of tax is finally and conclusively determined (and for this purpose, an amount of tax shall be deemed to be finally determined when, in respect of such amount, an agreement under section 54 of the Taxes Management Axx 0000 or any legislative provision corresponding to that section is made, or a decision of a court or tribunal is given or any binding agreement or determination is made, from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit); and (b) if a payment or payments to the relevant tax authority prior to the date otherwise specified by this paragraph would avoid or minimise interest or penalties, the Share Sellers may at their option pay the whole or part of the amount due to the Share Purchaser on an earlier date or dates, and the Share Purchaser shall procure that the tax in question (or the appropriate part of it) is promptly paid to the relevant Tax tax authority. The Share Sellers may, with the Share Purchaser’s consent, not to be unreasonably withheld or delayed, make a direct payment in respect of the tax liability in question to the relevant tax authority in order to avoid a (including through use of certificates of tax deposit or the equivalent) and the Share Sellers’ liability to interest the Share Purchaser shall be treated as reduced or penalties accruingeliminated accordingly. (b) 10.2 Where a claim in respect of Damages relating to Tax under this Agreement Schedule relates to the loss use or set off of a right to a repayment of TaxPurchaser’s relief, the Share Sellers shall pay to FID the Share Purchaser the amount claimed due under this Agreement Schedule in respect thereof on or before the date which is the later of the date which is two Business Days before the first date on which tax which would not have been payable but for such use or set off becomes recoverable by the tax authority demanding the same, and ten (10) Business Days after demand is made therefor under this Agreement by the Share Purchaser, such demand to be accompanied by a copy of a certificate from the auditors of the Share Purchaser or the Target Company concerned (obtained or procured to be obtained by the Share Purchaser at the expense of the Share Sellers and the date when such repayment would Share Purchaser in equal proportions) that the Share Sellers have been due were it not for such loss or setting off. (c) Where a claim liability of a stated amount in respect of any loss relating to Tax under this Agreement relates to the losssuch claim and that tax has, or will on a specified date, become recoverable as aforesaid, and by reasonably sufficient evidence of such use or set off and of such tax liability. 10.3 If any Reliefsum due for payment by the Share Sellers is not paid on the due date for payment specified in paragraph 10.1 or 10.2, the Share Sellers shall pay Default Interest on that sum from but excluding the due date to FID and including the amount claimed date of actual payment calculated on a daily basis, provided that such interest shall not accrue to the extent that the Share Sellers’ liability under paragraph 2 or paragraph 5 extends to interest or penalties arising after the due date. Any interest due under this Agreement in respect thereof paragraph shall be paid on the demand of the Share Purchaser on or before following the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue payment of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closingsum.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates 10.1 Subject to Damages relating to Tax, paragraph 10.2 the Sellers Seller shall pay to FID the Purchaser any amount claimed payable under this Agreement in respect thereof Schedule on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement by the Purchaser and two (2) Business Days before the fifth Business Day prior to the latest first date on which the Tax tax in question becomes recoverable by the tax authority demanding the same. Provided that: (a) if the date on which the tax can be recovered is deferred following application to the relevant tax authority, the date for payment by the Seller shall be two Business Days before such later date when the amount of tax is finally and conclusively determined (and for this purpose, an amount of tax shall be deemed to be finally determined when, in respect of such amount, a legally binding agreement with any tax authority is made in respect of it, or a decision of a court or tribunal is given or any binding agreement or determination is made, from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit); and (b) if a payment or payments to the relevant tax authority prior to the date otherwise specified by this paragraph would avoid or minimise interest or penalties, the Seller may at its option pay the whole or part of the amount due to the Purchaser on an earlier date or dates, and the Purchaser shall procure that the tax in question (or the appropriate part of it) is promptly paid to the relevant Tax tax authority. The Seller may, where permitted by law and with the Purchaser’s consent, such consent not to be unreasonably withheld or delayed, make a direct payment in respect of the tax liability in question to the relevant tax authority in order to avoid a and the Seller’s liability to interest the Purchaser shall be treated as reduced or penalties accruingeliminated accordingly. (b) 10.2 Where a claim in respect of Damages relating to Tax under this Agreement Schedule relates to the loss use or set off of a right to a repayment of TaxPurchaser’s relief, the Sellers Seller shall pay to FID the Purchaser the amount claimed due under this Agreement Schedule in respect thereof on or before the date which is the later of the date which is two Business Days before the first date on which tax which would not have been payable but for such use or set off becomes recoverable by the tax authority demanding the same, and ten (10) Business Days after demand is made therefor under this Agreement by the Purchaser, such demand to be accompanied by a copy of a certificate from the auditors of the Purchaser or any Target Company or Subsidiary concerned (obtained or procured to be obtained by and at the date when such repayment would have been due were it not for such loss or setting off. (cexpense of the Purchaser) Where that the Seller has a claim liability of a stated amount in respect of any loss relating to Tax under this Agreement relates to the losssuch claim and that tax has, or will on a specified date, become recoverable as aforesaid, and by reasonably sufficient evidence of such use or set off and of such tax liability. 10.3 Any sum not paid by the Seller on the due date for payment specified in paragraph 10.1 or 10.2 shall bear interest (which shall accrue from day to day after as well as before any Reliefjudgment for the same) at a rate of 3 per cent. per annum over the base rate of 90-day LIBOR from the due date to and including the day of actual payment of such sum, compounded daily, provided that such interest shall not accrue to the Sellers shall pay extent that the Seller’s liability under paragraph 2 or paragraph 5 extends to FID interest or penalties arising after the amount claimed due date. Any interest due under this Agreement in respect thereof paragraph shall be paid on the demand of the Purchaser on or before following the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue payment of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closingsum.

DUE DATE OF PAYMENT AND INTEREST. 9.1 The Vendor shall pay (afor itself and as trustee for the Designated Vendor) Where a claim to the Purchaser (for itself and as trustee for the Designated Purchaser) any amount payable under this Agreement relates to Damages relating to Tax, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof Schedule on or before the date which is the later of the date ten five (105) Business Days after demand is made therefor under this Agreement and therefore by the fifth Purchaser and: (a) in the case of a Tax Liability that involves an actual or increased payment of Tax, five (5) Business Day prior to Days before the latest first date on which the Tax in question can be paid becomes payable to the relevant Tax authority in order to avoid a liability to interest or penalties accruing.Authority demanding the same; (b) Where a claim in respect of Damages relating to Tax under this Agreement relates to the loss or set off of a right to a repayment of Tax, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief Tax Liability that involves an actual or increased payment of Tax which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied arisen but for being satisfied, avoided or reduced by CONFORMED COPY any Accounts Relief or Post-Completion Relief or other Tax benefit, credit or refund, five (5) Business Days before the first date on which the Tax in question would have become payable to the Tax saved by Authority but for the use or set off of the Accounts Relief if that or Post-Completion Relief or other Tax had been payable; orbenefit, credit or refund; (iic) in the case of a Tax Liability that involves the disallowance, loss, clawback, reduction, restriction, or modification of any Accounts Relief or the non-availability or non-existence of an Accounts Relief or other Tax benefit, credit or refund (other than a repayment of Tax), five (5) Business Days before the first date on which the Tax, which it would not otherwise have had to pay, becomes payable; (d) in the case of a Tax Liability that involves the disallowance, loss, clawback, reduction, restriction, or modification of a right to repayment of Tax the date of such disallowance, loss, clawback, reduction, restriction or modification; (e) in the case of a liability under Paragraph 5 of this Schedule, five (5) Business Days before the Purchaser or SF Group Company becomes liable to pay the costs, provided that (i) if the date on which the Tax (other than a Tax payable in the US or political subdivisions thereof) can be recovered is lostdeferred following application to the relevant Tax Authority, the date or dates referred to in Section 9.4(afor payment by the Vendor shall be two (2) that apply to Business Days before such later date when the amount of Tax which but for such loss would have been saved by virtue of such Relief, ignoring is finally and conclusively determined (and for this purpose the effect purpose, an amount of Reliefs (other than deductions in computing profits for the purposes of Tax) arising Tax shall be deemed to be finally and conclusively determined when, in respect of such amount, a decision of a court or tribunal is given or any binding agreement or determination is made from which either no appeal lies or in respect of which no appeal is made within the prescribed Time Limit); and (ii) if a payment or payments to the relevant Tax Authority prior to the date otherwise specified by this Paragraph would avoid or minimise interest or penalties, the Vendor may at its option pay the whole or part of the amount due to the Purchaser on an event occurring earlier date or period ending after dates, and the ClosingPurchaser shall procure that the Tax in question (or the appropriate part of it) is promptly paid to the relevant Tax Authority. 9.2 The Vendor may, with the Purchaser's consent, not to be unreasonably withheld or delayed, make a direct payment in respect of the Tax Liability in question to the relevant Tax Authority and the Vendor's liability to the Purchaser shall be treated as reduced or eliminated accordingly.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates to Damages relating to Tax, the 9.1 The Share Sellers shall pay to FID the Share Purchaser any amount claimed payable under this Agreement in respect thereof Part of this Schedule on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement by the Share Purchaser and two Business Days before the fifth Business Day prior to the latest first date on which the Tax in question can be paid to (or the relevant Tax authority in order to avoid which would have been payable but for the use or set off of a liability to interest Purchasers’ Relief, as the case may be) becomes recoverable (or penalties accruingwould have become recoverable) by the Tax Authority demanding the same. (b) 9.2 Where a claim in respect of Damages relating to Tax under this Agreement Schedule relates to the loss or set off of a right failure to a repayment of Tax, obtain any Accounts Relief the Share Sellers shall pay to FID the Share Purchaser the amount claimed due under this Agreement Schedule in respect thereof on or before the date which is the later of the date which is (i) ten (10) Business Days after demand is made therefor under this Agreement by the Share Purchaser, such demand to be accompanied by a copy of a certificate from the auditors of the Share Purchaser or the Target Company concerned (obtained or procured to be obtained by and at the date when such repayment would have been due were it not for such loss or setting off. (cexpense of the Share Purchaser) Where that the Share Seller has a claim liability of a stated amount in respect of any loss relating to Tax under this Agreement relates to the losssuch claim and that tax has, or will on a specified date, become recoverable as aforesaid, and by reasonably sufficient evidence of such use or set off and of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or such tax liability and (ii) in two Business Days before the case of a Relief first date on which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would otherwise have been saved becomes recoverable by virtue the Tax Authority. 9.3 Any sum not paid by the Share Sellers on the due date of payment specified in paragraphs 9.1 or 9.2 shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at a rate per annum equal to the rate of 4 per cent. per annum over Euro LIBOR from the due date to and including the day of actual payment of such Reliefsum, ignoring for this purpose compounded six monthly, provided that such interest shall not accrue to the effect of Reliefs (other than deductions in computing profits for extent that the purposes of Tax) Share Sellers’ liability under paragraph 1 or paragraph 4 extends to interest or penalties arising in respect of an event occurring or period ending after the Closingdue date. Such interest shall be paid on the demand of the Share Purchaser.

DUE DATE OF PAYMENT AND INTEREST. (a) 4.1 Where a claim under this Agreement Tax Covenant relates to Damages relating a liability to make or suffer an actual payment or increased payment of Tax or an amount in respect thereof, the Sellers shall be liable to pay on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Tax Covenant pursuant to the Agreement and the fifth (5th) Business Day prior to: 4.1.1 in the case of Tax in respect of which there is no provision for payment by instalments, the latest date on which the Tax in question can be paid to the relevant Tax Authority in order to avoid a liability to interest or penalties accruing; or 4.1.2 in the case of Tax in respect of which there is provision for payment by instalments, each date on which an instalment of such Tax becomes payable. 4.2 Where a claim under this Exhibit relates to the loss or set off of a repayment of Tax, the Sellers shall be liable to pay to FID Purchaser the amount claimed under this Agreement Exhibit in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Exhibit pursuant to the Agreement and the fifth Business Day prior to the latest date on which the Tax in question can be paid to the relevant Tax authority in order to avoid a liability to interest when such repayment would have been due were it not for such loss or penalties accruingsetting off. (b) 4.3 Where a claim in respect of Damages relating to Tax under this Agreement Exhibit relates to the loss loss, use or set off of a right to any Relief other than a repayment of Tax, the Sellers shall be liable to pay to FID Purchaser the amount claimed under this Agreement Exhibit in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates Exhibit pursuant to the loss, use or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) 4.3.1 in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) Sections 4.1.1 or 4.1.2 that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) 4.3.2 in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) Sections 4.1.1 or 4.1.2 that apply to the Tax which but for such loss would have been saved by virtue of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event Event occurring or period ending after the Closing.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates 10.1 Subject to Damages relating to Tax, paragraph 10.2 the Sellers shall pay to FID the Purchaser any amount claimed payable under this Agreement in respect thereof Schedule on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement therefore by the Purchaser and two (2) Business Days before the fifth Business Day prior to the latest first date on which the Tax in question becomes recoverable by the Taxation Authority demanding the same. Provided that: (a) if the date on which the Tax can be recovered is deferred following application to the relevant Taxation Authority, the date for payment by the Sellers shall be two (2) Business Days before such later date when the amount of Tax is finally and conclusively determined; and (b) if a payment or payments to the relevant Taxation Authority prior to the date otherwise specified by this paragraph would avoid or minimise interest or penalties, the Sellers may at their option pay the whole or part of the amount due to the Purchaser on an earlier date or dates, and the Purchaser shall procure that the tax in question (or the appropriate part of it) is promptly paid to the relevant Taxation Authority. 10.2 The Sellers may, with the Purchaser’s consent, not to be unreasonably withheld or delayed, make a direct payment in respect of the Tax authority Liability in order question to avoid a the relevant Taxation Authority (including through use of certificates of Tax deposit or the equivalent) and the Sellers’ liability to interest the Purchaser shall be treated as reduced or penalties accruingeliminated accordingly. (b) 10.3 Where a claim in respect of Damages relating to Tax under this Agreement Schedule relates to the loss use or set off of a right to a repayment of Tax, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Purchaser’s Relief, the Sellers shall pay to FID the Purchaser the amount claimed due under this Agreement Schedule in respect thereof on or before the date which is the later of the date ten two (102) Business Days after demand is made therefor under this Agreement, and: (i) in before the case of a Relief first date on which is used or set off, the date or dates referred to in Section 9.4(a) that Tax would have applied to the Tax saved by been payable but for the use or set off of the Relief if Purchaser’s Relief. 10.4 Any sum not paid by the Sellers on the due date for payment specified in paragraph 10.1 or 10.2 shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at a rate of 2 per cent. per annum over the base rate of the Bank of England from the due date to and including the day of actual payment of such sum, provided that Tax had been payable; or (ii) in such interest shall not accrue to the case extent that the Sellers’ liability under paragraph 2.1 or paragraph 5 extends to interest or penalties arising after the due date. Any interest due under this paragraph shall be paid on the demand of a Relief which is lost, the Purchaser on or following the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue of payment of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closingsum.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates 9.1 Subject to Damages relating to Tax, paragraph 9.2 the Sellers Seller shall pay to FID the Purchaser any amount claimed payable under this Agreement Part of this Schedule in respect thereof cleared funds on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement by the Purchaser and two Business Days before the fifth Business Day prior to the latest first date on which the Tax tax in question becomes recoverable by the tax authority demanding the same. Provided that: (a) if the date on which the tax can be recovered is deferred following application to the relevant tax authority, the date for payment by the Seller shall be two Business Days before such later date when the amount of tax is finally and conclusively determined (and for this purpose, an amount of tax shall be deemed to be finally determined when, in respect of such amount, an agreement under section 54 of the Taxes Management Xxx 0000 or any legislative provision corresponding to that section is made, or a decision of a court or tribunal is given or any binding agreement or determination is made, from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit); and (b) if a payment or payments to the relevant tax authority prior to the date otherwise specified by this paragraph would avoid or minimise interest or penalties, the Seller may at its option pay the whole or part of the amount due to the Purchaser on an earlier date or dates, and the Purchaser shall procure that the tax in question (or the appropriate part of it) is promptly paid to the relevant Tax tax authority. The Seller may, with the Purchaser’s consent, not to be unreasonably withheld or delayed, make a direct payment in respect of the tax liability in question to the relevant tax authority in order to avoid a (including through use of certificates of tax deposit or the equivalent) and the Seller’s liability to interest the Purchaser shall be treated as reduced or penalties accruingeliminated accordingly provided that the Purchaser has received evidence of such direct payment. (b) 9.2 Where a claim in respect of Damages relating to Tax under this Agreement Part of this Schedule relates to the loss use or set off of a right to a repayment of TaxPurchaser’s relief, the Sellers Seller shall pay to FID the Purchaser the amount claimed due under this Agreement Part of this Schedule in respect thereof on or before the date which is the later of the date which is two Business Days before the first date on which tax becomes recoverable by the tax authority demanding the same, being tax which would not have been payable but for such use or set off, and ten (10) Business Days after demand is made therefor under this Agreement by the Purchaser, such demand to be accompanied by a copy of a certificate from the auditors of the Purchaser or the Target Company concerned (obtained or procured to be obtained by and at the date when expense of the Purchaser) that the Seller has a liability of a stated amount in respect of such repayment would have been due were it not for claim and that tax has, or will on a specified date, become recoverable as aforesaid, and by reasonably sufficient evidence of such loss use or setting offset off and of such tax liability. (c) 9.3 Where a claim in respect of any loss relating to Tax under this Agreement Part of this Schedule relates to the loss, use reduction, modification, cancellation, non-existence or set off non-availability of any a Last Accounts Relief, the Sellers Seller shall pay to FID the Purchaser the amount claimed due under this Agreement Part of this Schedule in respect thereof on or before the date which is the later of the date ten (10) which is two Business Days before the first date on which the relevant Target Company is due to pay any tax which, but for the loss, reduction, modification, cancellation, non-existence or non-availability of a Last Accounts Relief, it would not have been liable to pay and five Business Days after demand is made therefor by the Purchaser. 9.4 Where a claim is made under paragraph 1.1(c) of this Part of this Schedule, the Seller shall pay to the Purchaser the amount due under this AgreementPart of this Schedule, and:five Business Days before the relevant Target Company becomes liable to make the payment or repayment. 9.5 Any sum not paid by the Seller on the due date for payment specified in paragraphs 9.1 to 9.4 shall bear interest (iwhich shall accrue from day to day after as well as before any judgment for the same) in at the case rate of a Relief which is used Default Interest from the due date to and including the day of actual payment of such sum, compounded six monthly, provided that such interest shall not accrue to the extent that the Seller’s liability under paragraph 1 or set off, paragraph 4 extends to interest or penalties arising after the due date. Any interest due under this paragraph shall be paid on the demand of the Purchaser on or following the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue payment of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closingsum.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates to Damages relating to Tax, the Sellers 9.1 The Warrantors shall pay to FID the Buyer or the Company (as appropriate) any amount claimed payable under this Agreement in respect thereof Schedule on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement by the Buyer and the fifth five (5) Business Day prior to Days before the latest date on which the Tax in question can be paid to the relevant Tax authority Authority in order to avoid prevent a liability to interest or penalties accruing.a fine, surcharge or penalty, provided that: (a) if a payment or payments to the relevant Tax Authority prior to the date otherwise specified by this paragraph would avoid or minimise interest or penalties, the Warrantors may at their option pay the whole or part of the amount due to the Buyer or the Company on an earlier date or dates, and the Buyer shall procure that the Tax in question (or the appropriate part of it) is promptly paid to the relevant Tax Authority; and (b) Where where a claim in respect of Damages relating to Tax under this Agreement Schedule relates to the loss loss, use or set off of a right to a repayment of TaxBuyer's Relief, the Sellers Warrantors shall pay to FID the Buyer the amount claimed due under this Agreement Schedule in respect thereof on or before the date which is the later of the date which is five (5) Business Days before the latest date on which Tax which would have been payable but for such use or set off could have been paid to the relevant Tax Authority in order to prevent a liability to interest or a fine surcharge or penalty, and ten (10) Business Days after demand is made therefor under this Agreement and by the date when such repayment would have been due were it not for such loss Buyer (or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, lost the first date or dates referred to in Section 9.4(a) that would have applied to the on which Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the could be so paid being Tax which but for such loss would have been saved by virtue but for the loss of such Relief, ignoring ). 9.2 Any sum not paid by the Warrantors on the due date for payment specified in paragraph 9.1 shall bear interest at a rate of 2% above the base rate of the Company’s bankers from time to time from the due date to and including the day of actual payment of such sum. Any interest due under this purpose paragraph shall be paid on the effect demand of Reliefs (other than deductions in computing profits for the purposes Buyer on or following the date of Tax) arising in respect payment of an event occurring or period ending after the Closingsuch sum.

DUE DATE OF PAYMENT AND INTEREST. (a) 5.1 Where a claim under this Agreement Tax Covenant relates to Damages relating a liability to Taxmake or suffer an actual payment or increased payment of Tax or an amount in respect thereof, the Sellers shall pay to FID the Buyer the amount claimed under this Agreement Tax Covenant in respect thereof on or before the date which is the later of the date ten (10) seven Business Days after demand is made therefor under this Agreement Tax Covenant and the fifth Business Day prior to to: 5.1.1 in the case of Tax in respect of which there is no provision for payment by instalments, the latest date on which the Tax in question can be paid to the relevant Tax authority Authority in order to avoid a liability to interest or penalties accruing; 5.1.2 in the case of Tax in respect of which there is provision for payment by instalments, each date on which an instalment of such Tax becomes payable. (b) 5.2 Where a claim in respect of Damages relating to Tax under this Agreement Tax Covenant relates to the loss or set off of a right to a repayment of Tax, the Sellers shall pay to FID the Buyer the amount claimed under this Agreement Tax Covenant in respect thereof on or before the date seven Business Days after demand is made. 5.3 Where a claim under this Tax Covenant relates to the loss, use or set off of any Relief other than a repayment of Tax, the Sellers shall pay to the Buyer the amount claimed under this Tax Covenant in respect thereof on or before the date which is the later of the date ten (10) seven Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreementmade, and: (i) 5.3.1 in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) paragraphs 5.1.1 or 5.1.2 that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) 5.3.2 in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) paragraphs 5.1.1 or 5.1.2 that apply to the Tax which but for such loss would have been saved by virtue of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event Event occurring or period ending after Completion. 5.4 Any sum not paid by the ClosingSellers on the due date for payment specified in this paragraph 5 shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of 4 percent per annum over the base rate of The Royal Bank of Scotland plc (or in the absence of such rate at such similar rate as the Buyer shall select) from the due date to and including the day of actual payment of such sum. Such interest shall be paid on the demand of the Buyer. 5.5 Except where expressly provided herein, all sums payable by the Sellers under this Tax Covenant shall be made in full without any set off or counterclaim howsoever arising. 5.6 Save as required by law, all sums payable by the Sellers under this Tax Covenant shall be paid free and clear of all deductions or withholdings whatsoever. If any deduction or withholding is required by law to be made from any sums payable by the Sellers under this Tax Covenant, the Sellers shall pay such additional amount as will, after such deduction or withholding has been made, leave the Buyer with the full amount which would have been received by it had no such deduction or withholding been required to be made. 5.7 If any sum paid to the Buyer in respect of an obligation of the Sellers under this Tax Covenant (including in circumstances where any Relief is available in respect of such charge to Tax) is required by law to be brought into a charge to Tax, then the Sellers shall pay such additional amount as shall be required to ensure that the total amount paid, less the Tax chargeable on such amount (or that would be so chargeable but for such Relief), is equal to the amount that would otherwise be payable. 5.8 Paragraph 5.7 shall apply in respect of any amount deducted or withheld as contemplated by paragraph 5.6 as it applies to sums paid to the Buyer, save to the extent that in computing the Tax chargeable the Buyer is able to obtain a credit for the amount deducted or withheld. 5.9 For the avoidance of doubt, the Purchase Price (so far as legally permissible) shall be deemed to be reduced by the amount of any payments made by the Sellers to the Buyer in respect of any claim under this Tax Covenant.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates 9.1 Subject to Damages relating paragraphs 9.3 to Tax, 9.5 the Sellers Seller shall pay to FID the Purchaser any amount claimed payable under this Agreement Part of this Schedule in respect thereof of an actual tax liability on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement by the Purchaser and two Business Days before the fifth Business Day prior to the latest first date on which the Tax tax in question becomes recoverable by the tax authority demanding the same. Provided that: (a) if the date on which the tax can be recovered is deferred following application to the relevant tax authority, the date for payment by the Seller shall be two Business Days before such later date when the amount of tax is finally and conclusively determined (and for this purpose, an amount of tax shall be deemed to be finally determined when, in respect of such amount, an agreement under section 54 of the Taxes Management Xxx 0000 or any legislative provision corresponding to that section is made, or a decision of a court or tribunal is given or any binding agreement or determination is made, from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit); and (b) if a payment or payments to the relevant tax authority prior to the date otherwise specified by this paragraph would avoid or minimise interest or penalties, the Seller may at its option pay the whole or part of the amount due to the Purchaser on an earlier date or dates, and the Purchaser shall procure that the tax in question (or the appropriate part of it) is promptly paid to the relevant Tax tax authority. 9.2 The Seller may, with the Purchaser’s consent, not to be unreasonably withheld or delayed, make a direct payment in respect of the tax liability in question to the relevant tax authority in order to avoid a (including through use of certificates of tax deposit or the equivalent) and the Seller’s liability to interest the Purchaser shall be treated as reduced or penalties accruingeliminated accordingly. (b) 9.3 Where a claim in respect of Damages relating to Tax under this Agreement Part of this Schedule relates to the loss use or set off of a right to Purchaser’s relief or the loss of a repayment Purchaser’s relief within paragraph (a)(ii) of Taxthat definition, the Sellers Seller shall pay to FID the Purchaser the amount claimed due under this Agreement Part of this Schedule in respect thereof on or before the date which is the later of the date which is two Business Days before the first date on which tax becomes recoverable by the tax authority demanding the same, being tax which would not have been payable but for such use or set off or loss, and ten (10) Business Days after demand is made therefor under this Agreement by the Purchaser, such demand to be accompanied by a copy of a certificate from the auditors of the Purchaser or the Target Company (obtained or procured to be obtained by and at the date when such repayment would have been due were it not for such loss or setting off. (cexpense of the Purchaser) Where that the Seller has a claim liability of a stated amount in respect of any loss relating to Tax under this Agreement relates to the losssuch claim and that tax has, or will on a specified date, become recoverable as aforesaid, and by reasonably sufficient evidence of such use or set off or loss and of any Reliefsuch tax liability. 9.4 Where a claim under this Part of this Schedule relates to a liability to repay tax credits referred to in paragraph 1.1(d), the Sellers Seller shall pay make payment to FID the amount claimed under this Agreement in respect thereof Purchaser on or before the date which is the later of the date ten (10) 10 Business Days after demand is made therefor by the Purchaser and two Business Days before the repayment must be made. 9.5 Where a claim under this Agreement, and: (i) in the case Part of a Relief which is used or set offthis Schedule relates to any other matter, the date or dates referred to in Section 9.4(a) that would have applied Seller shall pay to the Tax saved Purchaser the amount due ten Business Days after demand is made therefor. 9.6 Any sum not paid by the use Seller on the due date for payment specified in paragraphs 9.1, 9.3, 9.4 or set off 9.5 shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at the rate of Default Interest from the due date to and including the day of actual payment of such sum, compounded six monthly, provided that such interest shall not accrue to the extent that the Seller’s liability under paragraph 1 or paragraph 4 extends to interest or penalties arising after the due date. Any interest due under this paragraph shall be paid on the demand of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, Purchaser on or following the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue of payment of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closingsum.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates 10.1 Subject to Damages relating to Tax, Paragraph 10.2 the Sellers Seller shall pay to FID the Purchaser any amount claimed payable under Paragraph 2 of this Agreement in respect thereof Schedule on or before the date which is the later of the date ten (10) Business Days after demand is made therefor by the Purchaser (the DEMAND DATE) save that where the amount payable under this Agreement Clause 2 is in respect of a liability to make an actual payment of or in respect of Tax to a Tax authority that date for payment shall be the later of the demand date and two Business Days before the fifth Business Day prior to the latest first date on which the Tax in question becomes recoverable by the Tax authority demanding the same. Provided that: (a) if the date on which the Tax can be recovered is deferred following application to the relevant Tax authority, the date for payment by the Seller shall be two Business Days before such later date when the amount of Tax is finally and conclusively determined (and for this purpose, an amount of Tax shall be deemed to be finally determined when, in respect of such amount, an agreement under section 54 of the Taxes Management Act 1970 or any legislative provision corresponding to that sexxxxx xx xxxx, or a decision of a court or tribunal is given or any binding agreement or determination is made, from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit); and (b) if a payment or payments to the relevant Tax authority prior to the date otherwise specified by this Paragraph would avoid or minimise interest or penalties, the Seller may at its option pay the whole or part of the amount due to the Purchaser on an earlier date or dates, and the Purchaser shall procure that the Tax in question (or the appropriate part of it) is promptly paid to the relevant Tax authority. The Seller may, with the Purchaser's consent, not to be unreasonably withheld or delayed, make a direct payment in respect of the Tax liability in question to the relevant Tax authority in order to avoid a (including through use of certificates of Tax deposit or the equivalent) and the Seller's liability to interest the Purchaser shall be treated as reduced or penalties accruingeliminated accordingly. (b) 10.2 Where a claim in respect under Paragraph 2 of Damages relating to Tax under this Agreement Schedule relates to the loss use or set off of a right to a repayment of TaxPurchaser's relief, the Sellers Seller shall pay to FID the Purchaser the amount claimed due under this Agreement Schedule in respect thereof on or before the date which is the later of the date which is two Business Days before the first date on which actual Tax which would not have been payable but for such use or set off becomes recoverable by the Tax authority demanding the same, and ten (10) Business Days after demand is made therefor under this Agreement and by the date when Purchaser such repayment would have been due were it not for demand to be accompanied by reasonably sufficient evidence of such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off and of such Tax liability. 10.3 Any sum not paid by the Seller on the due date for payment specified in Paragraph 10.1 or 10.2 shall bear interest (which shall accrue from day to day after as well as before any Reliefjudgment for the same) at a rate of 4.5% per annum from the due date to and including the day of actual payment of such sum, provided that such interest shall not accrue to the Sellers shall pay extent that the Seller's liability under Paragraph 2 or Paragraph 5 extends to FID interest or penalties arising after the amount claimed due date. Any interest due under this Agreement in respect thereof Paragraph shall be paid on the demand of the Purchaser on or before following the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue payment of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closingsum.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates to Damages relating to Tax, the Sellers Seller shall pay to FID the amount claimed due from it under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the fifth Business Day prior to the latest date on which the Tax in question can be paid to the relevant Tax authority in order to avoid a liability to interest or penalties accruing. (b) Where a claim in respect of Damages relating to Tax under this Agreement relates to the loss or set off of a right to a repayment of TaxTax (which the parties agree may only be made if such right was shown as an asset in the Closing Financial Certificate (as adjusted by any correction resulting in a Post-Closing Adjustment)), the Sellers Seller shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Relief, the Sellers Seller shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closing. (d) Any sum not paid by the Seller on the due date for payment specified in this Section 9.4 shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at a yearly rate of two percent (2%) above the base lending rate of HSBC Bank plc from time to time from the due date to and including the day of actual payment of such sum, compounded quarterly. Such interest shall be paid on the demand of FID.

DUE DATE OF PAYMENT AND INTEREST. (a) 4.1 Where a claim under this Agreement Part of this Schedule relates to Damages relating a liability of a Target Company to Taxmake or suffer an actual payment or increased payment of Tax or an amount on account of or in respect of Tax (a Tax Amount), the Sellers each Seller shall pay to FID the Purchaser the amount for which that Seller is liable under this Part of this Schedule in respect of the Tax Amount on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Part of this Schedule (such demand to include full details of the claim and the amount thereof) and the fifth Business Day prior to: (a) in the case of a Tax Amount in respect of which there is no provision for payment by instalments, the latest date on which such Tax Amount can be paid to the relevant Tax Authority in order to avoid a liability to interest or penalties accruing; or (b) in the case of a Tax Amount in respect of which there is provision for payment by instalments, each date on which an instalment of such Tax Amount becomes payable (and so that on each such date an appropriate proportion of the amount claimed shall be paid, such proportion to be notified by the Purchaser to both Sellers at least five (5)Business Days prior to each such date), provided that, if the date on which the Tax Amount can be recovered is deferred following application to the appropriate Tax Authority and each Seller indemnifies and secures the Purchaser and the Target Company concerned in accordance with paragraph 3.3(a), the date for payment by each Seller shall be the earlier of the date on which the Tax Amount becomes recoverable by the relevant Tax Authority (notwithstanding any initial deferral) and such date when the Tax Amount is finally and conclusively determined. For this purpose, a Tax Amount shall be deemed to be finally determined when, in respect of such amount, an agreement under section 54 of the Taxes Management Xxx 0000 or any legislative provision corresponding to that section (or any equivalent agreement under the laws of any jurisdiction other than the United Kingdom) is made, or a decision of a court or tribunal is given or any binding agreement or determination is made from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit. 4.2 Where a claim under this Agreement Part of this Schedule relates to the loss or set off of a repayment of Tax, each Seller shall pay to the Purchaser the amount for which that Seller is liable under this Part of this Schedule in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement Part of this Schedule (such demand to include full details of the claim and the fifth Business Day prior to amount thereof) and the latest date on which the Tax in question can be paid to the relevant Tax authority in order to avoid a liability to interest when such repayment would have been due were it not for such loss or penalties accruingsetting off. (b) 4.3 Where a claim in respect of Damages relating to Tax under this Agreement Part of this Schedule relates to the loss loss, use or set off of a right to any Relief other than a repayment of Tax, the Sellers each Seller shall pay to FID the Purchaser the amount claimed for which that Seller is liable under this Agreement Part of this Schedule in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement Part of this Schedule (such demand to include full details of the claim and the date when such repayment would have been due were it not for such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreementthereof), and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closing.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates to Damages relating to Tax, the Sellers 5.1 The Seller shall pay to FID the Purchaser any amount claimed payable under this Agreement in respect thereof Part of this Schedule on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement by the Purchaser and two Business Days before the fifth Business Day prior to the latest first date on which the Tax in question becomes recoverable by the Tax Authority demanding the same. Provided that: (a) if the date on which the Tax can be recovered is deferred following application to the relevant Tax Authority, the date for payment by the Seller shall be two Business Days before such later date when the amount of Tax is finally and conclusively determined (and for this purpose, an amount of Tax shall be deemed to be finally determined when, in respect of such amount, an agreement under section 54 of the Taxes Management Act 1970 or any legislative provision corresponding to that section in any jurisdiction is made, or a decision of a court or tribunal is given or any binding agreement or determination is made, from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit); and (b) if a payment or payments to the relevant Tax Authority prior to the date otherwise specified by this paragraph would avoid or minimise interest or penalties, the Seller may at its option pay the whole or part of the amount due to the Purchaser on an earlier date or dates, and the Purchaser shall procure that the Tax in question (or the appropriate part of it) is promptly paid to the relevant Tax authority in order to avoid a liability to interest or penalties accruingAuthority. (b) Where 5.2 The Seller may, with the Purchaser’s consent, not to be unreasonably withheld or delayed, make a claim direct payment in respect of Damages relating to the Tax under this Agreement relates Liability in question to the loss relevant Tax Authority (including through use of certificates of tax deposit or set off of a right to a repayment of Tax, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10equivalent) Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates Seller’s liability to the loss, use Purchaser shall be treated as reduced or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closingeliminated accordingly.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates 10.1 Subject to Damages relating to Taxparagraph 10.2, the Sellers Relevant Vendor shall pay to FID the Relevant Purchaser any amount claimed payable under this Agreement in respect thereof Schedule on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement by the Relevant Purchaser and two (2) Business Days before the fifth Business Day prior to the latest first date on which the Tax tax in question can becomes due and payable to the tax authority demanding the same or would have become due and payable but for the use or set off of the Purchaser's relief. Provided that: (a) if the due date for payment of the tax is properly deferred following application to the relevant tax authority, the date for payment by the Relevant Vendor shall be five (5) Business Days before such later date when the amount of tax is finally and conclusively agreed or determined or otherwise becomes due and payable (and for this purpose, an amount of tax shall be deemed to be finally determined when, in respect of such amount, an agreement under section 54 of the Taxes Management Xxx 0000 or any legislative provision corresponding to that section is made, or a decision of a court or tribunal is given or any binding agreement or determination is made from which either no appeal lies or in respect of which no appeal is made within the prescribed time limit); and (b) if a payment or payments to the relevant tax authority prior to the date otherwise specified by this paragraph would avoid or minimise interest or penalties, the Vendor may at its option procure that the whole or part of the amount due to the Relevant Purchaser is paid on an earlier date or dates, and the Relevant Purchaser shall procure that the tax in question (or the appropriate part of it) is promptly paid to the relevant Tax tax authority; (c) the Vendor may, with the Relevant Purchaser's consent, not to be unreasonably withheld or delayed, make, or procure the making of, a direct payment in respect of the tax liability in question to the relevant tax authority in order to avoid a and the Relevant Vendor's liability to interest the Relevant Purchaser shall be treated as reduced or penalties accruing.eliminated accordingly; and (d) where such payment is in relation to the loss of any relief falling within paragraph (b) of the definition of Purchaser's relief, the due date for such payment will instead be the date five (5) Business Days after the Relevant Vendor receives a written demand from the Relevant Purchaser. 10.2 Where a claim in respect of Damages relating to Tax under this Agreement Schedule relates to the loss use or set off of a right to a repayment of TaxPurchaser's relief, the Sellers Relevant Vendor shall pay to FID the Relevant Purchaser the amount claimed due under this Agreement Schedule in respect thereof on or before the date which is the later of the date which is two (2) Business Days before the first date on which tax which would not have been payable but for such use or set off becomes recoverable by the tax authority demanding the same, and ten (10) Business Days after demand is made therefor under this Agreement by the Relevant Purchaser, such demand to be accompanied by a copy of a certificate from the auditors of the Relevant Purchaser or Sale Company or Subsidiary concerned (obtained or procured to be obtained by and at the date when such repayment would have been due were it not for such loss or setting off. (cexpense of the Relevant Purchaser) Where that the Relevant Vendor has a claim liability of a stated amount in respect of any loss relating to Tax under this Agreement relates to the losssuch claim and that tax has, or will on a specified date, become recoverable as aforesaid, and by reasonably sufficient evidence of such use or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue and of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closingtax liability.

DUE DATE OF PAYMENT AND INTEREST. (a) Where a claim under this Agreement relates to Damages relating to Tax, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the fifth Business Day prior to the latest date on which the Tax in question can be paid to the relevant Tax authority in order to avoid a liability to interest or penalties accruing. (b) Where a claim in respect of Damages relating to Tax under this Agreement relates to the loss or set off of a right to a repayment of Tax, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement and the date when such repayment would have been due were it not for such loss or setting off. (c) Where a claim in respect of any loss relating to Tax under this Agreement relates to the loss, use or set off of any Relief, the Sellers shall pay to FID the amount claimed under this Agreement in respect thereof on or before the date which is the later of the date ten (10) Business Days after demand is made therefor under this Agreement, and: (i) in the case of a Relief which is used or set off, the date or dates referred to in Section 9.4(a) that would have applied to the Tax saved by the use or set off of the Relief if that Tax had been payable; or (ii) in the case of a Relief which is lost, the date or dates referred to in Section 9.4(a) that apply to the Tax which but for such loss would have been saved by virtue of such Relief, ignoring for this purpose the effect of Reliefs (other than deductions in computing profits for the purposes of Tax) arising in respect of an event occurring or period ending after the Closing. Final execution version - MPL / MP2L (d) Any sum not paid by the Sellers on the due date for payment specified in this Section 9.4 shall bear interest (which shall accrue from day to day after as well as before any judgment for the same) at a yearly rate of two percent (2%) above the base lending rate of [HSBC Bank plc] from time to time from the due date to and including the day of actual payment of such sum, compounded quarterly. Such interest shall be paid on the demand of FID.