Common use of Indirect Tax Clause in Contracts

Indirect Tax. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for Indirect Tax purposes are deemed to be exclusive of any Indirect Tax which is or becomes chargeable on that supply, and accordingly, subject to paragraph (b) below, if Indirect Tax is chargeable on any supply made by any Finance Party to any Party under a Finance Document and the Finance Party is required to account for the Indirect Tax, that Party must pay to the Finance Party (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of the Indirect Tax (and such Finance Party must promptly provide an appropriate Indirect Tax invoice to that Party). (b) If Indirect Tax is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), the Relevant Party must also pay to the Supplier (if that Supplier is required to account for the Indirect Tax) or the Recipient (if the Recipient is required to account for the Indirect Tax) (in addition to and at the same time as paying that amount) an amount equal to the amount of Indirect Tax. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which the Recipient reasonably determines relates to the Indirect Tax chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party must also at the same time reimburse and indemnify (as the case may be) the Finance Party against all Indirect Tax incurred by the Finance Party in respect of such costs or expenses but only to the extent that the Finance Party (reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the Indirect Tax. (d) If Indirect Tax is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by the Finance Party, the Party must promptly give the Finance Party details of its Indirect Tax registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply.

Indirect Tax. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for Indirect Tax purposes are shall be deemed to be exclusive of any Indirect Tax which is or becomes chargeable on that supply, and accordingly, subject to paragraph (b) below, if Indirect Tax is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and the such Finance Party is required to account to the relevant tax authority for the Indirect Tax, that Party must pay to the such Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the Indirect Tax (and such Finance Party must promptly provide an appropriate Indirect Tax invoice to that Party, if applicable). (b) If Indirect Tax is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), ): (i) (where the Supplier is the person required to account to the relevant tax authority for the Indirect Tax) the Relevant Party must also pay to the Supplier (if that Supplier is required to account for the Indirect Tax) or the Recipient (if the Recipient is required to account for the Indirect Tax) (in addition to and at the same time as paying that amount) an additional amount equal to the amount of the Indirect Tax. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the Indirect Tax chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the Indirect Tax) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the Indirect Tax chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that Indirect Tax. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs cost or expensesexpense, that Party must also at the same time shall reimburse and or indemnify (as the case may be) the such Finance Party against all Indirect Tax incurred by for the Finance Party in respect full amount of such costs cost or expenses but only expense, including such part thereof as represents Indirect Tax, save to the extent that the such Finance Party (reasonably) reasonably determines that it is not entitled to credit or repayment in respect of such Indirect Tax from the relevant tax authority in respect of the Indirect Taxauthority. (d) If Any reference in this Clause 14.6 to any Party shall, at any time when such Party is treated as a member of a group for Indirect Tax is chargeable on purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document and Document, if reasonably requested by the such Finance Party, the that Party must promptly give the provide such Finance Party with details of its that Party's Indirect Tax registration number and any such other information as is reasonably requested in connection with the such Finance Party’s 's Indirect Tax reporting requirements for the in relation to such supply.

Indirect Tax. (ai) All amounts set out, out or expressed to be payable under a Finance Loan Document by any Party party to this Agreement (as referred to in this clause (h), a Finance Party “Party”) to the Administrative Agent or any Lender which (in whole or in part) constitute the consideration for any a supply or supplies for Indirect Tax purposes are shall be deemed to be exclusive of any Indirect Tax which is or becomes chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bii) below, if Indirect Tax is or becomes chargeable on any supply made by any Finance Party of the Administrative Agent or any Lender to any Party under a Finance Document and the Finance Party is required to account for the Indirect TaxLoan Document, that Party must shall pay to the Finance Party Administrative Agent or relevant Lender, as applicable (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the such Indirect Tax (and such Finance Party must Administrative Agent or Lender, as applicable, shall promptly provide an appropriate invoice to such Party), or where applicable, directly account for such Indirect Tax invoice to that Partyat the appropriate rate under the reverse charge procedure in accordance with the Council Directive 2006/112/EC on the common system of value added tax (as amended), and any applicable Indirect Tax provisions of the jurisdiction in which such Party receives such supply. (bii) If Indirect Tax is or becomes chargeable on any supply made by any Finance Party of the Administrative Agent or any Lender (the “Supplier”) to any other Finance Party of the Administrative Agent or another Lender (the “Recipient”) under a Finance Loan Document, and any Party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), the Relevant such Party must shall also pay to the Supplier (if that Supplier is required to account for the Indirect Tax) or the Recipient (if the Recipient is required to account for the Indirect Tax) (in addition to and at the same time as paying that such amount) an amount equal to the amount of such Indirect Tax. The Recipient must will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority Governmental Authority which the Recipient reasonably determines relates to the is in respect of such Indirect Tax chargeable on that supplyTax. (ciii) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Party any of the Administrative Agent or any Lender for any costs cost or expensesexpense, that Party must also at the same time shall reimburse and or indemnify (as the case may be) such Administrative Agent or Lender, as applicable, for the Finance Party against all Indirect Tax incurred by the Finance Party in respect full amount of such costs cost or expenses but only expense, including such part thereof as represents Indirect Tax, save to the extent that the Finance Party (reasonably) such Administrative Agent or Lender reasonably determines that it is not entitled to credit or repayment in respect of such Indirect Tax from the relevant tax authority in respect of the Indirect TaxGovernmental Authority. (d) If Indirect Tax is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by the Finance Party, the Party must promptly give the Finance Party details of its Indirect Tax registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply.

Indirect Tax. (ai) All amounts set out, out or expressed to be payable under a Finance Loan Document by any Party party to this Agreement (as referred to in this clause (h), a Finance Party “Party”) to the Administrative Agent or any Lender which (in whole or in part) constitute the consideration for any a supply or supplies for Indirect Tax purposes are shall be deemed to be exclusive of any Indirect Tax which is or becomes chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bii) below, if Indirect Tax is or becomes chargeable on any supply made by any Finance Party of the Administrative Agent or any Lender to any Party under a Finance Document and the Finance Party is required to account for the Indirect TaxLoan Document, that Party must shall pay to the Finance Party Administrative Agent or relevant Lender, as applicable (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the such Indirect Tax (and such Finance Party must Administrative Agent or Lender, as applicable, shall promptly provide an appropriate invoice to such Party), or where applicable, directly account for such Indirect Tax invoice to that Party)at the appropriate rate under the reverse charge procedure in accordance with the Council Directive 2006/112/EC on the common system of value added tax, and any applicable Indirect Tax provisions of the jurisdiction in which such Party receives such supply. (bii) If Indirect Tax is or becomes chargeable on any supply made by any Finance Party of the Administrative Agent or any Lender (the “Supplier”) to any other Finance Party of the Administrative Agent or another Lender (the “Recipient”) under a Finance Loan Document, and any Party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration)): (A) where the Supplier is the person required to account to the relevant Governmental Authority for the Indirect Tax, the Relevant such Party must shall also pay to the Supplier (if that Supplier is required to account for the Indirect Tax) or the Recipient (if the Recipient is required to account for the Indirect Tax) (in addition to and at the same time as paying that such amount) an amount equal to the amount of such Indirect Tax. The Recipient must will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority Governmental Authority which the Recipient reasonably determines relates is in respect of such Indirect Tax; and (B) where the Recipient is the person required to account to the relevant Governmental Authority for the Indirect Tax, the Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the Indirect Tax chargeable on that supply. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party must also at the same time reimburse and indemnify (as the case may be) the Finance Party against all Indirect Tax incurred by the Finance Party in respect of such costs or expenses supply but only to the extent that the Finance Party (reasonably) Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority Governmental Authority in respect of the such Indirect Tax. (diii) If Where a Loan Document requires any Party to reimburse or indemnify any of the Administrative Agent or any Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Administrative Agent or Lender, as applicable, for the full amount of such cost or expense, including such part thereof as represents Indirect Tax, save to the extent that such Administrative Agent or Lender reasonably determines that it is entitled to credit or repayment in respect of such Indirect Tax is chargeable on any supply made by a Finance Party from the relevant Governmental Authority. (iv) Any reference in this subsection (h) to any Party under shall, at any time when such Party is treated as a Finance Document and if reasonably requested by the Finance Party, the Party must promptly give the Finance Party details member of its a group for Indirect Tax registration number purposes, include (where appropriate and unless the context otherwise requires) a reference to (i) such group at such time or (ii) the person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules as provided for in Article 11 of Council Directive 2006/112/EC on the common system of value added tax (as amended), or any succeeding legislation thereto or any corresponding legislation in any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supplyMember State or jurisdiction.

Indirect Tax. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for Indirect Tax purposes are deemed to be exclusive of any Indirect Tax which is or becomes chargeable on that supply, and accordingly, subject to paragraph (b) below, if Indirect Tax is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and the such Finance Party is required to account to the relevant tax authority for the Indirect Tax, that Party must pay to the such Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the Indirect Tax (and such Finance Party must promptly provide an appropriate Indirect Tax invoice to that Party). (b) If Indirect Tax is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), ): (i) (where the Supplier is the person required to account to the relevant tax authority for the Indirect Tax) the Relevant Party must also pay to the Supplier (if that Supplier is required to account for the Indirect Tax) or the Recipient (if the Recipient is required to account for the Indirect Tax) (in addition to and at the same time as paying that amount) an additional amount equal to the amount of the Indirect Tax. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the Indirect Tax chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the Indirect Tax) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the Indirect Tax chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that Indirect Tax. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs cost or expensesexpense, that Party must also at the same time shall reimburse and or indemnify (as the case may be) the such Finance Party against all Indirect Tax incurred by for the Finance Party in respect full amount of such costs cost or expenses but only expense, including such part of it as represents Indirect Tax, save to the extent that the such Finance Party (reasonably) reasonably determines that it is not entitled to credit or repayment in respect of such Indirect Tax from the relevant tax authority in respect of the Indirect Taxauthority. (d) If Any reference in this Clause 12.6 (Indirect Tax) to any Party shall, at any time when such Party is treated as a member of a group for Indirect Tax is chargeable on purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document and Document, if reasonably requested by the such Finance Party, the that Party must promptly give the provide such Finance Party with details of its that Party’s Indirect Tax registration number and any such other information as is reasonably requested in connection with the such Finance Party’s Indirect Tax reporting requirements for the in relation to such supply.

Indirect Tax. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for Indirect Tax purposes are shall be deemed to be exclusive of any Indirect Tax which is or becomes chargeable on that supply, and accordingly, subject to paragraph (b) below, if Indirect Tax is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and the such Finance Party is required to account to the relevant tax authority for the Indirect Tax, that Party must pay to the such Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the Indirect Tax (and such Finance Party must promptly provide an appropriate Indirect Tax invoice to that Party, if applicable). (b) If Indirect Tax is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), ): (i) (where the Supplier is the person required to account to the relevant tax authority for the Indirect Tax) the Relevant Party must also pay to the Supplier (if that Supplier is required to account for the Indirect Tax) or the Recipient (if the Recipient is required to account for the Indirect Tax) (in addition to and at the same time as paying that amount) an additional amount equal to the amount of the Indirect Tax. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the Indirect Tax chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the Indirect Tax) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the Indirect Tax chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that Indirect Tax. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs cost or expensesexpense, that Party must also at the same time shall reimburse and or indemnify (as the case may be) the such Finance Party against all Indirect Tax incurred by for the Finance Party in respect full amount of such costs cost or expenses but only expense, including such part thereof as represents Indirect Tax, save to the extent that the such Finance Party (reasonably) reasonably determines that it is not entitled to credit or repayment in respect of such Indirect Tax from the relevant tax authority in respect of the Indirect Taxauthority. (d) If Any reference in this Clause 14.6 to any Party shall, at any time when such Party is treated as a member of a group for Indirect Tax is chargeable on purposes, include (where appropriate and unless the 0081727-0000042 SN:12155633.21 78 context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document and Document, if reasonably requested by the such Finance Party, the that Party must promptly give the provide such Finance Party with details of its that Party's Indirect Tax registration number and any such other information as is reasonably requested in connection with the such Finance Party’s 's Indirect Tax reporting requirements for the in relation to such supply.

Indirect Tax. (a) All amounts set out, or expressed to be payable under a Guaranteed Finance Document by any Party to a Finance Secured Party which (in whole or in part) constitute the consideration for any supply for Indirect Tax purposes are deemed to be exclusive of any Indirect Tax which is or becomes chargeable on that supply, and accordingly, subject to paragraph (bc) below, if Indirect Tax is chargeable on any supply made by any Finance Secured Party to any Party under a Guaranteed Finance Document and the Finance Party is required to account for the Indirect TaxDocument, that Party must pay to the Finance Secured Party (in addition to and at the same time as paying the consideration for such supplyconsideration) an amount equal to the amount of the Indirect Tax (and such Finance Secured Party must promptly provide an appropriate Indirect Tax invoice to that Party). (b) If Indirect Tax is or becomes chargeable on by reference to any supply made by any Finance Secured Party (the Supplier) to any other Finance Party (the Recipient) under a Guaranteed Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Guaranteed Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), the Relevant Party must also pay to the Supplier (if that Supplier is required to account for the Indirect Tax) or the Recipient (if the Recipient is required to account for the Indirect Tax) (in addition to and at the same time as paying that amount) an amount equal to the amount of Indirect Tax. The Recipient must promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which the Recipient it reasonably determines relates to the Indirect Tax chargeable on that supply. (c) Where a Guaranteed Finance Document requires any Party to reimburse or indemnify a Finance Secured Party for any costs or expenses, that Party must also at the same time reimburse pay and indemnify (as the case may be) the Finance Secured Party against 120 CREDIT AGREEMENT all Indirect Tax incurred by the Finance Secured Party in respect of such those costs or expenses but only to the extent that the Finance Secured Party (reasonably) determines that neither it nor any other member of any group of which it is not a member for Indirect Tax purposes is entitled to credit or repayment from the relevant tax authority in respect of the Indirect Tax. (d) If Indirect Tax is chargeable on any supply made by a Finance Party to any Party under a Finance Document and if reasonably requested by the Finance Party, the Party must promptly give the Finance Party details of its Indirect Tax registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply.

Indirect Tax. (a) All amounts set out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for Indirect Tax purposes are deemed to be exclusive of any Indirect Tax which is or becomes chargeable on that supply, and accordingly, subject to paragraph (b) below, if Indirect Tax is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and the such Finance Party is required to account to the relevant tax authority for the Indirect Tax, that Party must pay to the such Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the Indirect Tax (and such Finance Party must promptly provide an appropriate Indirect Tax invoice to that Party). (b) If Indirect Tax is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), ): (i) (where the Supplier is the person required to account to the relevant tax authority for the Indirect Tax) the Relevant Party must also pay to the Supplier (if that Supplier is required to account for the Indirect Tax) or the Recipient (if the Recipient is required to account for the Indirect Tax) (in addition to and at the same time as paying that amount) an additional amount equal to the amount of the Indirect Tax. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the Indirect Tax chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the Indirect Tax) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the Indirect Tax chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that Indirect Tax. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs cost or expensesexpense, that Party must also at the same time shall reimburse and or indemnify (as the case may be) the such Finance Party against all Indirect Tax incurred by for the Finance Party in respect full amount of such costs cost or expenses but only expense, including such part of it as represents Indirect Tax, save to the extent that the such Finance Party (reasonably) reasonably determines that it is not entitled to credit or repayment in respect of such Indirect Tax from the relevant tax authority in respect of the Indirect Taxauthority. (d) If Any reference in this Clause 12.6 (Indirect Tax) to any Party shall, at any time when such Party is treated as a member of a group for Indirect Tax is chargeable on purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document and Document, if reasonably requested by the such Finance Party, the that Party must promptly give the provide such Finance Party with details of its that Party's Indirect Tax registration number and any such other information as is reasonably requested in connection with the such Finance Party’s 's Indirect Tax reporting requirements for the in relation to such supply.