Common use of Tax Credit etc Clause in Contracts

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) above, Party B undertakes as follows: (1) to the extent that Party B obtains any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will pay to Party A as soon as practical after receipt of the same so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "cash benefit" will, in the case of a Tax Credit, allowance or set-off, be the additional amount of Tax which would already have become due and payable by Party B in the jurisdiction referred to in clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off and, in the case of a repayment, will be the amount of the repayment together with any related interest, repayment supplement or similar payment obtained by Party B; and (3) nothing contained in this Section 2(d) shall interfere with the right of Party B or Party A to arrange its tax and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to the organisation of its affairs."

Tax Credit etc. Where Party A pays an amount a Gross Up Amount in accordance with Section 2(d)(i)(4) above, Party B undertakes as follows: (1) to the extent that Party B obtains obtains, retains and utilises any creditcredit against, allowance, set-off relief or remission for or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any that Gross Up Amount, an additional payment of which the Gross Up Amount forms part or to a deduction or withholding giving rise to such in consequence of which the payment of that Gross Up Amount was required (a "Tax Credit"), it will pay to Party A as soon as practical after receipt of the same so much of the cash benefit (as calculated below) relating thereto an amount which it has received as Party B determines will leave Party B it in substantially the same (but in any event no worse) after-tax position as Party B it would have been in if no such deduction or withholding had the payment of the Gross Up Amount not been required;required to be made by Party A; and (2) the "cash benefit" will, upon request in the case of a Tax Credit, allowance or set-off, be the additional amount of Tax which would already have become due and payable writing by Party B in A pursuant to this Section 2(d)(iii)(2), to use all reasonable endeavours to obtain the jurisdiction referred benefit of any Tax Credit to in clause (1) above but for the obtaining by which it may be entitled as soon as is reasonably practicable provided that Party B of the said Tax Credit, allowance or set-off and, in the case of a repayment, will be entitled (in its sole discretion) to determine the amount of such Tax Credit and the repayment together with date on which the same is received and will not be obliged to disclose to Party A any related interestinformation relating to its tax affairs or tax computations save that Party B will, repayment supplement or similar payment obtained upon request by Party B; and (3) nothing A, supply Party A with a reasonably detailed explanation of its calculation of the amount of any such Tax Credit and of the date on which the same is received. Nothing contained in this Section 2(d) shall interfere with the right of Party B or Party A to arrange its tax and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to the organisation of its affairs."

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) aboveClause 2.4(a)(iv), Party B undertakes as follows: (1) to the extent that Party B obtains any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will shall pay to Party A A, as soon as practical after receipt of the same same, so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "“cash benefit" will”, in the case of a Tax Creditcredit, allowance or set-off, will be the additional amount of Tax which would already have become due and been payable by Party B in the relevant jurisdiction referred to in clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off Credit and, in the case of a repayment, will be the amount of the repayment together with any related interest, repayment supplement interest or similar payment obtained by Party B; (3) to use all reasonable endeavours to obtain any Tax Credit as soon as is reasonably practicable and, upon request by Party A, to supply Party A with a reasonably detailed explanation of Party B’s calculation of the amount of any such Tax Credit and of the date on which the same is received; and (34) nothing contained to ensure that any Tax Credit obtained is paid directly to Party A, and not applied in this Section 2(d) shall interfere with the right of Party B whole or Party A part to arrange its tax pay any other Issuer Secured Creditor or any other party, both prior to and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under subsequent to any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect enforcement of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to security constituted by the organisation Master Issuer Deed of its affairsCharge."”

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) above, Party B undertakes as follows: (1) to the extent that Party B obtains any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will pay to Party A as soon as practical after receipt of the same so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "cash benefit" will, in the case of a Tax Credit, allowance or set-off, be the additional amount of Tax which would already have become due and payable by Party B in the jurisdiction referred to in clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off and, in the case of a repayment, will be the amount of the repayment together with any related interest, repayment supplement or similar payment obtained by Party B; and; (3) nothing contained in this Section 2(d) shall interfere with the right of to use all reasonable endeavours to obtain any Tax Credit as soon as is reasonably practicable provided that Party B or Party A will be entitled (in its sole discretion) to arrange its tax determine the amount of such Tax Credit and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under any obligation to claim relief from Tax the date on its corporate profits, or from any similar Tax liability, in respect of which the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall same is received and will not be obliged to disclose to Party A any confidential information relating to the organisation its tax affairs or tax computations save that Party B will, upon request by Party A, supply Party A with a reasonably detailed explanation of its affairs."calculation of the amount of any such Tax Credit and of the date on which the same is received; and

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) above), Party B undertakes as follows: (1) to the extent that Party B obtains any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will pay to Party A A, as soon as practical after receipt of the same same, so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "cash benefit" will", in the case of a Tax Credit, allowance or set-off, will be the additional amount of Tax which would have already have become due and payable by Party B in the jurisdiction referred to in clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off Credit and, in the case of a repayment, will be the amount of the repayment together together, in either case, with any related interest, repayment supplement interest or similar payment obtained by Party B; (3) to use all reasonable endeavours to obtain any Tax Credit as soon as is reasonably practicable and, upon request by Party A, to supply Party A with a reasonably detailed explanation of Party B's calculation of the amount of any such Tax Credit and of the date on which the same is received; and (34) nothing to ensure that any Tax Credit obtained is paid directly to Party A, and not applied in whole or part to pay any other Issuer Secured Creditor or any other party, both prior to and subsequent to any enforcement of the security constituted by the Master Issuer Deed of Charge. Nothing contained in this Section 2(d) shall interfere with the right of Party B or Party A to arrange its tax and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to the organisation of its affairs."

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) above), Party B undertakes as follows: (1) to the extent that Party B obtains any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will shall pay to Party A A, as soon as practical after receipt of the same same, so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "cash benefit" will", in the case of a Tax Creditcredit, allowance or set-off, will be the additional amount of Tax which would already have become due and been payable by Party B in the relevant jurisdiction referred to in clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off Credit and, in the case of a repayment, will be the amount of the repayment together with any related interest, repayment supplement interest or similar payment obtained by Party B; (3) to use all reasonable endeavours to obtain any Tax Credit as soon as is reasonably practicable and, upon request by Party A, to supply Party A with a reasonably detailed explanation of Party B's calculation of the amount of any such Tax Credit and of the date on which the same is received; and (34) nothing contained to ensure that any Tax Credit obtained is paid directly to Party A, and not applied in this Section 2(d) shall interfere with the right of Party B whole or Party A part to arrange its tax pay any other Issuer Secured Creditor or any other party, both prior to and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under subsequent to any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect enforcement of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to security constituted by the organisation Master Issuer Deed of its affairsCharge."

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) above, Party B undertakes as follows: (1) to the extent that Party B obtains any Tax credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit")payment, it will pay to Party A as soon as practical after receipt of the same so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "“cash benefit" ” will, in the case of a Tax Creditcredit, allowance or set-off, be the additional amount of Tax which would already have become due and been payable by Party B in the jurisdiction referred to in clause (1) above but for the obtaining by Party B it of the said Tax Creditcredit, allowance or set-off and, in the case of a repayment, will be the amount of the repayment together together, in either case, with any related interest, repayment supplement interest or similar payment obtained by Party B; and (3) nothing contained in this Section 2(d) shall interfere with the right of it will use all reasonable endeavours to obtain any Tax credit, allowance, set-off or repayment as soon as is reasonably practicable and it will, upon request by Party B or A, supply Party A to arrange with a reasonably detailed explanation of its tax and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect calculation of the Taxamount of any such Tax credit, allowance, set-off or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to repayment and of the organisation of its affairsdate on which the same is received."”

Tax Credit etc. Where Party A pays an amount a Gross Up Amount in accordance with Section 2(d)(i)(4) above), Party B undertakes as follows: (1) to the extent that Party B obtains obtains, retains and utilises any creditcredit against, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to that Gross Up Amount or any deduction or withholding giving rise to such payment (a "Tax Credit"), it will pay to Party A A, as soon as practical after receipt of the same practicable, so much of the cash benefit (as calculated below) relating thereto which it has received as it reasonably determines will leave Party B it in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "cash benefit" will", in the case of a Tax Credit, allowance or set-off, will be the additional amount of Tax which Party B determines would have already have become due and payable by Party B in the jurisdiction referred to in clause clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off Credit and, in the case of a repayment, will be the amount of the repayment together together, in either case, with any related interest, repayment supplement interest or similar payment obtained by Party B; andB from the relevant tax authority; (3) nothing to ensure that any Tax Credit obtained by Party B is paid directly to Party A, and not applied in whole or part to pay any other Issuer Secured Creditor or any other party, both prior to and subsequent to any enforcement of the security constituted by the Deed of Charge. Nothing contained in this Section 2(d) shall interfere with the right of Party B or Party A to arrange its tax and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to the organisation of its affairs."

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) aboveClause 2.4(a)(iv), Party B undertakes as follows: (1) to the extent that Party B obtains any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will shall pay to Party A A, as soon as practical after receipt of the same same, so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "“cash benefit" will”, in the case of a Tax Creditcredit, allowance or set-off, will be the additional amount of Tax which would already have become due and been payable by Party B in the relevant Back to Contents jurisdiction referred to in clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off Credit and, in the case of a repayment, will be the amount of the repayment together with any related interest, repayment supplement interest or similar payment obtained by Party B; (3) to use all reasonable endeavours to obtain any Tax Credit as soon as is reasonably practicable and, upon request by Party A, to supply Party A with a reasonably detailed explanation of Party B’s calculation of the amount of any such Tax Credit and of the date on which the same is received; and (34) nothing contained to ensure that any Tax Credit obtained is paid directly to Party A, and not applied in this Section 2(d) shall interfere with the right of Party B whole or Party A part to arrange its tax pay any other Issuer Secured Creditor or any other party, both prior to and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under subsequent to any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect enforcement of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to security constituted by the organisation Master Issuer Deed of its affairsCharge."”

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) aboveClause 2.4(a)(iv), Party B undertakes as follows: (1) to the extent that Party B obtains any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will shall pay to Party A A, as soon as practical after receipt of the same same, so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "cash benefit" will, in the case of a Tax Creditcredit, allowance or set-off, will be the additional amount of Tax which would already have become due and been payable by Party B in the relevant Back to Contents jurisdiction referred to in clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off Credit and, in the case of a repayment, will be the amount of the repayment together with any related interest, repayment supplement interest or similar payment obtained by Party B; (3) to use all reasonable endeavours to obtain any Tax Credit as soon as is reasonably practicable and, upon request by Party A, to supply Party A with a reasonably detailed explanation of Party B’s calculation of the amount of any such Tax Credit and of the date on which the same is received; and (34) nothing contained to ensure that any Tax Credit obtained is paid directly to Party A, and not applied in this Section 2(d) shall interfere with the right of Party B whole or Party A part to arrange its tax pay any other Issuer Secured Creditor or any other party, both prior to and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under subsequent to any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect enforcement of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to security constituted by the organisation Master Issuer Deed of its affairsCharge."”

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) above, Party B undertakes as follows: (1) to the extent that Party B obtains obtains, retains and utilises any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will pay to Party A as soon as practical after receipt of the same so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "cash benefit" will, in the case of a Tax Credit, allowance or set-set- off, be the additional amount of Tax which would already have become due and payable by Party B in the jurisdiction referred to in clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off and, in the case of a repayment, will be the amount of the repayment together with any related interest, repayment supplement or similar payment obtained by Party B; and (3) nothing upon request in writing by Party A, to use all reasonable endeavours to obtain any Tax Credit as soon as is reasonably practicable provided that Party B will be entitled (in its sole discretion) to determine the amount of such Tax Credit and the date on which the same is received and will not be obliged to disclose to Party A any information relating to its tax affairs or tax computations save that Party B will, upon request by Party A, supply Party A with a reasonably detailed explanation of its calculation of the amount of any such Tax Credit and of the date on which the same is received. Nothing contained in this Section 2(d) shall interfere with the right of Party B or Party A to arrange its tax and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to the organisation of its affairs."

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) aboveClause 2.4(a)(iv), Party B undertakes as follows: (1i) to the extent that Party B obtains any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will shall pay to Party A A, as soon as practical after receipt of the same same, so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2ii) the "“cash benefit" will”, in the case of a Tax Creditcredit, allowance or set-off, will be the additional amount of Tax which would already have become due and been payable by Party B in the relevant jurisdiction referred to in clause (1i) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off Credit and, in the case of a repayment, will be the amount of the repayment together with any related interest, repayment supplement interest or similar payment obtained by Party B; Back to Contents (iii) to use all reasonable endeavours to obtain any Tax Credit as soon as is reasonably practicable and, upon request by Party A, to supply Party A with a reasonably detailed explanation of Party B’s calculation of the amount of any such Tax Credit and of the date on which the same is received; and (3iv) nothing contained to ensure that any Tax Credit obtained is paid directly to Party A, and not applied in this Section 2(d) shall interfere with the right of Party B whole or Party A part to arrange its tax pay any other Issuer Secured Creditor or any other party, both prior to and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under subsequent to any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect enforcement of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to security constituted by the organisation Master Issuer Deed of its affairsCharge."”

Tax Credit etc. Where Party A pays an amount a Gross Up Amount in accordance with Section 2(d)(i)(4) above, Party B undertakes as follows: (1) to the extent that Party B obtains any creditcredit against, allowance, set-off relief or remission for or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any that Gross Up Amount, an additional payment of which the Gross Up Amount forms part or to a deduction or withholding giving rise to such in consequence of which the payment of that Gross Up Amount was required (a "“Tax Credit"”), it will will, as soon as reasonably practicable after receipt by Party B of any such Tax Credit, pay to Party A as soon as practical after receipt of the same so much of the cash benefit (as calculated below) relating thereto an amount which it has received as Party B determines will leave Party B it (after that payment) in substantially the same (but in any event no worse) after-tax position as Party B would have been in if no such deduction or withholding had the payment of the Gross Up Amount not been required;required to be made by Party A; and (2) the "cash benefit" will, in the case of a to use all commercially reasonable endeavours to obtain any Tax Credit, allowance or set-off, be the additional amount of Tax which would already have become due and payable by Credit as soon as is reasonably practicable provided that Party B in the jurisdiction referred to in clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off and, in the case of a repayment, will be entitled (in its sole discretion) to determine the amount of such Tax Credit and the repayment together with date on which the same is received and will not be obliged to disclose to Party A any related interestinformation relating to its tax affairs or tax computations save that Party B will, repayment supplement or similar payment obtained upon request by Party B; and (3) nothing A, supply Party A with a reasonably detailed explanation of its calculation of the amount of any such Tax Credit and of the date on which the same is received. Nothing contained in this Section 2(d) shall interfere with the right of Party B or Party A to arrange its tax and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall be obliged to disclose any confidential information relating to the organisation of its affairs."” Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of this Agreement, in relation to payments by Party A, any Tax shall be an Indemnifiable Tax and, in relation to payments by Party B, no Tax shall be an Indemnifiable Tax.

Tax Credit etc. Where Party A pays an amount in accordance with Section 2(d)(i)(4) above, Party B undertakes as follows: (1) to the extent that Party B obtains any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will pay to Party A as soon as practical after receipt of the same so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required; (2) the "cash benefit" will, in the case of a Tax Credit, allowance or set-off, be the additional amount of Tax which would already have become due and been payable by Party B in the jurisdiction referred to in clause (1) above but for the obtaining by Party B of the said Tax Credit, allowance or set-off and, in the case of a repayment, will be the amount of the repayment together together, in either case, with any related interest, repayment supplement or similar payment obtained by Party B; and (3) nothing contained in this Section 2(d) shall interfere with the right of to use all reasonable endeavours to obtain any Tax Credit as soon as is reasonably practicable provided that Party B or Party A will be entitled (in its sole discretion) to arrange its tax determine the amount of such Tax Credit and other affairs in whatever manner it thinks fit and, in particular, neither Party B nor Party A shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B nor Party A shall date on which the same is received and will not be obliged to disclose to Party A any confidential information relating to the organisation its tax affairs or tax computations save that Party B will, upon request by Party A, supply Party A with a reasonably detailed explanation of its affairscalculation of the amount of any such Tax Credit and of the date on which the same is received."

Tax Credit etc. Where Party A pays an amount a Gross Up Amount in accordance with Section 2(d)(i)(4) above, Party B undertakes as follows: (1) to the extent that Party B obtains (or any member of Party B) obtains, retains and utilises any Tax credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (a "Tax Credit"), it will Party B shall pay to Party A A, as soon as practical after receipt of the same same, so much of the cash benefit (as calculated below) relating thereto which it Party B (or any member of Party B) has received as will leave Party B (or any member of Party B) in substantially the same (but in any event no worse) position as Party B (or any member of Party B) would have been in if no such deduction or withholding had been required; (2) the "cash benefit" willshall, in the case of a Tax Credit, allowance or set-off, be the additional amount of Tax which would already have become due and been payable by Party B (or any member of Party B) in the relevant jurisdiction referred to in clause (1) above but for the obtaining and utilisation by Party B it of the said Tax Credit, allowance or set-off Credit and, in the case of a repayment, will shall be the amount of the repayment together with any related interest, repayment supplement interest or similar payment obtained by Party B (or any member of Party B) from the relevant tax authority; and (3) it will use all reasonable endeavours to obtain any Tax Credit, as soon as is reasonably practicable provided that it shall be the sole judge of the amount of any such Tax Credit and of the date on which the same is received and shall not be obliged to disclose to Party A any information regarding its tax affairs or tax computations save that Party B shall (and will procure that its members shall), upon request by Party A, supply Party A with a reasonably detailed explanation of its calculation of the amount of any such Tax Credit and of the date on which the same is received." Without prejudice to this Part 5(j), nothing contained in this Section 2(d) Schedule shall interfere with the right of Party B (or any of its members) or Party A to arrange its tax and other affairs in whatever manner it thinks fit and, in particular, neither Party B (nor any of its members) nor Party A shall be under any obligation to claim relief from Tax on its corporate profits, or from any similar Tax liability, in respect of the Tax, or to claim relief in priority to any other claims, reliefs, credits or deductions available to it. Neither Party B (or any of its members) nor Party A shall be obliged to disclose any confidential information relating to the organisation of its affairs."