Common use of Tax Credit Clause in Contracts

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and the relevant Finance Party determines, in its sole opinion, that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount which that Finance Party determines, in its sole opinion, will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (iii) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such Obligor. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and the relevant Finance Party determines, in its sole opinion, determines that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount which that Finance Party determines, in its sole opinion, determines will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion discretion, consistent with the policies of such Finance Party, as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, including its tax returns or its calculationsreturns). (iii) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 18.3 on account of a Tax Credit and it such Tax Credit is subsequently transpires reduced or disallowed that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, Obligor shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, determines will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such that Obligor. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 18.3 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and payment pursuant to Clause 12.1 (Gross up) for the relevant account of any Finance Party determinesand such Finance Party has received or been granted a credit against, in its sole opinionor relief or remission or repayment of, that: any tax paid or payable by it (ia "Tax Credit") a Tax Credit which is attributable to that Tax Payment; and (ii) that payment or the corresponding payment under the Finance Document such Finance Party has obtainedshall, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such Finance Party it can do so without prejudicing prejudice to the availability and/or retention of the amount of such credit, relief, remission or repayment, pay to the Tax Credit Obligor concerned such amount as is attributable to such payments and which will leave the Finance Party (after such payment) in no better or worse position than it would have been if the Obligor concerned had not been required to make any deduction or withholding. (b) Nothing in this Clause 12.5 shall interfere with the right of a Finance Party to arrange its tax affairs in whatever manner it thinks fit and without limiting the foregoing no Finance Party shall be under any obligation to claim a Tax Credit or to claim a Tax Credit in priority to any other claims, relief, credit or deduction available to it (however, each Bank shall, if practicable, seek any Tax Credit available to it consequent upon any deductions for tax being made from any payment to it under Clause 12.1 (Gross up)). No Finance Party shall be obliged to disclose any confidential information relating to its tax affairs or any computations in respect thereof. (c) If any Finance Party makes any payment to an Obligor pursuant to paragraph (a) above and that Finance Party (acting reasonably) subsequently determines that the credit, relief, remission or repayment in respect of which such payment was made was not available to it or has been withdrawn from it or that it was unable to use such credit, relief, remission or repayment in full, the Obligor shall reimburse that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or extent (but not exceeding the relevant Obligor such amount which payment by that Finance Party determines, in its sole opinion, will leave under paragraph (a) above) that it determines (after that paymentacting reasonably) to have been required to place it in the same after-tax position as it would have been in if such credit, relief, remission or repayment had the Tax Payment not been required to be made obtained and fully used and retained by the Parent or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (iii) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such Obligor. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).Party. -------------------------------------------------------------------------------- --------------------------------------------------------------------------------

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and the relevant Relevant Finance Party determines, in its sole opinion, that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Relevant Finance Party has obtained, utilised and retained that Tax Credit, the Relevant Finance Party shall (subject to paragraph (b) below and to the extent that such Relevant Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Relevant Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount which that Relevant Finance Party determines, in its sole opinion, will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) Each Relevant Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Relevant Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (iii) If a Relevant Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 on account of a Tax Credit and it subsequently transpires that that Relevant Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, on demand, pay to that Relevant Finance Party the amount which that Relevant Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such Obligor. (c) No Relevant Finance Party shall be obliged to make any payment under this Clause 17.4 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and the relevant Finance Party determines, in its sole opinion, that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such a Borrower pays any additional amount under Clause 19.2 (Tax Gross-up) or makes a payment under Clause 19.3 (Tax Indemnity) and any Finance Party can do so without prejudicing receives and retains the availability and/or benefit of a refund of Tax or credit against Tax, including any relief, remission for, or repayment of any Tax which is identified by the amount of Finance Party determines as attributable to the tax that was withheld or deducted (a “Tax Credit and the right of Credit”), then that Finance Party shall reimburse to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor that Borrower such amount which as it shall determine so as to leave that Finance Party determines, in its sole opinion, will leave it (after that payment) reimbursement, in the same after-tax Tax position as in no better or worse position than it would have been in if payment of the relevant additional amount or payment had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) required. Each Finance Party shall have an absolute discretion as to whether to claim any Tax Credit and, if it does so claim, the time at which and the extent, order and manner in which it realises or utilises any Tax Credits does so and shall not be obliged to arrange its business or its tax affairs in any particular way in order which reliefs and credits are to be eligible regarded as used for these purposes. Such reimbursement shall be made as soon as reasonably practicable after such Finance Party shall have made any credit or refund or similar benefit. (ii) such determination. No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations)to the Borrowers. (iiib) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 19.4 (Tax Credit) on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such Obligor. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 19.4 (Tax Credit) if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and payment pursuant to Clause 10.1 (Gross-up) for the relevant account of any Finance Party determinesand such Finance Party has received or been granted a credit against, in its sole opinionor relief or remission or repayment of, that: any tax paid or payable by it (ia "Tax Credit") a Tax Credit which is attributable to that Tax Payment; and (ii) that payment or the corresponding payment under the Finance Documents such Finance Party has obtainedshall, utilised and retained to the extent that Tax Creditit can do so without prejudice to the retention of the amount of such credit, relief, remission or repayment, pay to the Obligor concerned such amount as the Finance Party shall have reasonably determined to be attributable to such payments and which will leave the Finance Party (subject after such payment) in no better or worse position than it would have been if the Obligor concerned had not been required to make any deduction or withholding. (b) Nothing in this Clause 10.5 shall interfere with the right of a Finance Party to arrange its tax affairs in whatever manner it thinks fit and without limiting the foregoing no Finance Party shall be under any obligation to claim a Tax Credit or to claim a Tax Credit in priority to any other claims, relief, credit or deduction available to it. No Finance Party shall be obliged to disclose any information relating to its tax affairs or any computations in respect thereof. Unless it would in a Bank's reasonable judgement be prejudicial to its interests, such Bank shall seek any Tax Credit available to it consequent upon any deductions for tax being made from any payment to it under Clause 10.1 (Gross-up). (c) If any Finance Party makes any payment to an Obligor pursuant to paragraph (ba) below above and to the extent that such Finance Party can do so without prejudicing subsequently determines that the availability and/or credit, relief, remission or repayment in respect of which such payment was made was not available to it or has been withdrawn from it or that it was unable to use such credit, relief, remission or repayment in full, the amount of the Tax Credit and the right of Obligor shall reimburse that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or extent (but not exceeding the relevant Obligor such amount which payment by that Finance Party determines, in its sole opinion, will leave under paragraph (a) above) that it (after that payment) determines to have been required to place it in the same after-tax position as it would have been in if such credit, relief, remission or repayment had the Tax Payment not been required to be made obtained and fully used and retained by the Parent or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (iii) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such ObligorParty. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. A Creditor Party which has obtained (aand has derived full use and benefit, on an affiliated group basis, of) If either a repayment or credit in respect of tax on account of which the Parent Guarantor has made an increased payment under Clause 6.2 (Grossing-up for taxes) shall pay to the Guarantor a sum equal to the proportion of the repayment or an Obligor makes a Tax Payment and credit which that Creditor Party allocates to the relevant Finance Party determines, amount due from the Guarantor in its sole opinion, respect of which the Guarantor made the increased payment Provided that: (ia) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance the Creditor Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount which that Finance Party determines, in its sole opinion, will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions; (b) nothing in this Clause 6.3 (Tax Credit) shall oblige a Creditor Party to arrange its business or its tax affairs in any particular way manner, to claim any type of relief, credit allowance or deduction instead of, or in order priority to, another or to be eligible for make any credit or refund or similar benefit.such claim within any particular time; (iic) No Finance nothing in this Clause 6.3 (Tax Credit) shall oblige a Creditor Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (iii) If a Finance Party has made make a payment to the Parent or an Obligor pursuant to this Clause 17.4 on account of which would leave it in a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax worse position as than it would have been in if the Guarantor had no such payment or not been required to make a reduced payment been made to the Parent or such Obligor.tax deduction from a payment; (cd) No Finance any allocation or determination made by a Creditor Party under or in connection with this Clause 6.3 (Tax Credit) shall be obliged to make any payment under conclusive and binding on the Guarantor and the other Creditor Parties; (e) nothing in this Clause 17.4 if, by doing so, it would contravene the terms 6.3 (Tax Credit) shall oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or those of any applicable Law its ultimate payment company (or any notice, direction subsidiary thereof) or requirement any computations in respect of any governmental tax; and (f) the Creditor Party's tax affairs for its tax year in respect of which such credit or regulatory authority (whether or not having the force of law)repayment was obtained have been finally settled.

Tax Credit. (a) If either the Parent Cableco or an Obligor makes a Tax Payment and the relevant Finance Party determines, in its sole opinion, determines that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent Cableco or the relevant Obligor such amount which that Finance Party determines, acting reasonably and in its sole opiniongood faith, will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be made by the Parent Cableco or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations)computations. (iii) If a Finance Party has made a payment to the Parent Cableco or an Obligor pursuant to this Clause 17.4 17.3 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent Cableco or such Obligor, as the case may be, shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment or a reduced payment been made to the Parent Cableco or such Obligor. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 17.3 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and the relevant Finance Party determines, in its sole opinion, that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such an Obligor pays any additional amount under Clause 13.2 (Tax Gross-up) or makes a payment under Clause 13.3 (Tax Indemnity) and any Finance Party can do so without prejudicing receives and retains the availability and/or benefit of a refund of Tax or credit against Tax, including any relief, remission for, or repayment of any tax which is identified by the amount of Finance Party determines as attributable to the tax that was withheld or deducted (a “Tax Credit and the right of Credit”), then that Finance Party shall reimburse to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount which as it shall determine so as to leave that Finance Party determines, in its sole opinion, will leave it (after that payment) reimbursement, in the same after-tax Tax position as in no better or worse position than it would have been in if payment of the relevant additional amount or payment had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) required. Each Finance Party shall have an absolute discretion as to whether to claim any Tax Credit and, if it does so claim, the time at which and the extent, order and manner in which it realises or utilises any Tax Credits does so and shall not be obliged to arrange its business or its tax affairs in any particular way in order which reliefs and credits are to be eligible regarded as used for these purposes. Such reimbursement shall be made as soon as reasonably practicable after such Finance Party shall have made any credit or refund or similar benefit. (ii) such determination. No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations)to an Obligor. (iiib) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 13.4 (Tax Credit) on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, shall on demand, ,pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax position as it 40810573_6 would have been in had no such payment or a reduced payment been made to the Parent or such Obligor. (c) No Finance Party party shall be obliged to make any payment under this Clause 17.4 13.4 (Tax Credit) if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and the relevant Finance Party determines, in its sole opinion, that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such a Borrower pays any additional amount under Clause 15.2 (Tax Gross-up) or makes a payment under Clause 15.3 (Tax Indemnity) and any Finance Party can do so without prejudicing receives and retains the availability and/or benefit of a refund of Tax or credit against Tax, including any relief, remission for, or repayment of any Tax which is identified by the amount of Finance Party determines as attributable to the tax that was withheld or deducted (a “Tax Credit and the right of Credit”), then that Finance Party shall reimburse to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor that Borrower such amount which as it shall determine so as to leave that Finance Party determines, in its sole opinion, will leave it (after that payment) reimbursement, in the same after-tax Tax position as in no better or worse position than it would have been in if payment of the relevant additional amount or payment had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) required.. Each Finance Party shall have an absolute discretion as to whether to claim any Tax Credit and, if it does so claim, the time at which and the extent, order and manner in which it realises or utilises any Tax Credits does so and shall not be obliged to arrange its business or its tax affairs in any particular way in order which reliefs and credits are to be eligible regarded as used for these purposes. Such reimbursement shall be made as soon as reasonably practicable after such Finance Party shall have made any credit or refund or similar benefit. (ii) such determination. No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations)to the Borrowers. (iiib) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 15.4 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such Obligor. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 15.4 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and the relevant Finance Party determines, determines (acting in its sole opinion, good faith and reasonably) that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount which that Finance Party determines, acting reasonably and in its sole opiniongood faith, will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations)computations. (iii) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 16.3 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, Credit or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, Obligor shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-after tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such Obligor. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 16.3 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and the relevant Finance Party determines, determines in its sole opinion, absolute discretion that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount which that Finance Party determines, in its sole opinion, determines will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Without prejudice to Clause 37 (Taxation and Structural Matters), no Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations)computations. (iii) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 11.3 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, that Obligor shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, determines will put it (after that payment is received) in the same after-tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such that Obligor. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 11.3 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (a) If either the Parent or an Obligor Borrower makes a Tax Payment and the relevant Finance Party determines, in its sole opinion, determines that: (i) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and pay an amount to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount Borrower which that Finance Party determines, in its sole opinion, determines will leave it (after that payment) in the same after-tax Tax position as it would have been in had the Tax Payment not been required to be made by the Parent Borrower. The Borrower may, upon written request, require a Lender to produce reasonable evidence (without being obliged in any way to disclose to the Borrower any information of a confidential nature relating to its tax affairs) as to whether or not the relevant Obligorcriteria set out in sub-clause (a)(i) and (a)(ii) above are satisfied. A Finance Party shall use reasonable endeavours to complete, as soon as reasonably practicable, any formalities to have the benefit of any available Tax Credits or relief which it is aware of at such time. (ib) Each If any Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises makes any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (iii) If a Finance Party has made a payment to the Parent or an Obligor Borrower pursuant to this Clause 17.4 on account of a clause 12.4 (Tax Credit) and such Finance Party subsequently determines that the Tax Credit and in respect of which such payment was made was not available or is required to be repaid by it subsequently transpires or that it was not permitted to use such Tax Credit in full, the Borrower shall reimburse that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either such amount (being an amount no greater than the Parent or such Obligor, as the case may be, shall, on demand, pay to amount paid by that Finance Party to the amount which Borrower pursuant to this clause 12.4 (Tax Credit)) as that Finance Party determines, acting reasonably and in good faith, will put determines is necessary to place it (after that payment is received) in the same after-tax Tax position as it would have been in if such Tax Credit had no been obtained and fully used and retained by such payment or a reduced payment been made to the Parent or such ObligorFinance Party. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (a) If either the Parent or an Obligor Borrower makes a Tax Payment and the relevant Finance Party determines, in its sole opinion, determines that: (i) a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and pay an amount to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount Borrower which that Finance Party determines, in its sole opinion, determines will leave it (after that payment) in the same after-tax Tax position as it would have been in had the Tax Payment not been required to be made by the Parent Borrower. The Borrower may, upon written request, require a Lender to produce reasonable evidence (without being obliged in any way to disclose to the Borrower any information of a confidential nature relating to its tax affairs) as to whether or not the relevant Obligorcriteria set out in clause 12.4(a)(i) and 12.4(a)(ii) above are satisfied. A Finance Party shall use reasonable endeavours to complete, as soon as reasonably practicable, any formalities to have the benefit of any available Tax Credits or relief which it is aware of at such time. (ib) Each If any Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises makes any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (iii) If a Finance Party has made a payment to the Parent or an Obligor Borrower pursuant to this Clause 17.4 on account of a clause 12.4 (Tax Credit) and such Finance Party subsequently determines that the Tax Credit and in respect of which such payment was made was not available or is required to be repaid by it subsequently transpires or that it was not permitted to use such Tax Credit in full, the Borrower shall reimburse that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either such amount (being an amount no greater than the Parent or such Obligor, as the case may be, shall, on demand, pay to amount paid by that Finance Party to the amount which Borrower pursuant to this clause 12.4 (Tax Credit)) as that Finance Party determines, acting reasonably and in good faith, will put determines is necessary to place it (after that payment is received) in the same after-tax Tax position as it would have been in if such Tax Credit had no been obtained and fully used and retained by such payment or a reduced payment been made to the Parent or such ObligorFinance Party. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. A Creditor Party which has obtained (aand has derived full use and benefit, on an affiliated group basis, of) If either a repayment or credit in respect of tax on account of which the Parent Guarantor has made an increased payment under Clause 6.2 (Grossing-up for taxes) shall pay to the Guarantor a sum equal to the proportion of the repayment or an Obligor makes a Tax Payment and credit which that Creditor Party allocates to the relevant Finance Party determines, amount due from the Guarantor in its sole opinion, respect of which the Guarantor made the increased payment Provided that: (ia) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance the Creditor Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount which that Finance Party determines, in its sole opinion, will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions; (b) nothing in this Clause 6.3 (Tax Credit) shall oblige a Creditor Party to arrange its business or its tax affairs in any particular way manner, to claim any type of relief, credit allowance or deduction instead of, or in order priority to, another or to be eligible for make any credit or refund or similar benefit.such claim within any particular time; (iic) No Finance nothing in this Clause 6.3 (Tax Credit) shall oblige a Creditor Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (iii) If a Finance Party has made make a payment to the Parent or an Obligor pursuant to this Clause 17.4 on account of which would leave it in a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-tax worse position as than it would have been in if the Guarantor had no such payment or not been required to make a reduced payment been made to the Parent or such Obligor.tax deduction from a payment; (cd) No Finance any allocation or determination made by a Creditor Party under or in connection with this Clause 6.3 (Tax Credit) shall be obliged to make any payment under conclusive and binding on the Guarantor and the other Creditor Parties; (e) nothing in this Clause 17.4 if, by doing so, it would contravene the terms 6.3 (Tax Credit) shall oblige any Creditor Party to disclose any information relating to its affairs (tax or otherwise) or those of any applicable Law its ultimate payment company (or any notice, direction subsidiary thereof) or requirement any computations in respect of any governmental or regulatory authority (whether or not having the force of law).tax; and

Tax Credit. (a) If either the Parent or an Obligor makes a Tax Payment and the relevant Finance Party determines, determines (acting in its sole opinion, good faith and reasonably) that: (i) a Tax Credit is attributable to that Tax Payment; and (ii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall (subject to paragraph (b) below and to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to it) pay to either the Parent or the relevant Obligor such amount which that Finance Party determines, acting reasonably and in its sole opiniongood faith, will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be made by the Parent or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations)computations. (iii) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 11.3 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, Credit or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, Obligor shall, on demand, pay to that Finance Party the amount which that Finance Party determines, acting reasonably and in good faith, will put it (after that payment is received) in the same after-after tax position as it would have been in had no such payment or a reduced payment been made to the Parent or such Obligor. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 11.3 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).

Tax Credit. (aA) If either the Parent or an Obligor Company makes a Tax Payment and the relevant an Interim Finance Party determinesdetermines that a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required, and that Interim Finance Party (or one of its sole opinionAffiliates) (whether on a consolidated group basis or otherwise) has obtained and utilised that Tax Credit, thatthat Interim Finance Party shall pay to the Company an amount which that Interim Finance Party determines will leave such Interim Finance Party (after that payment by it) in the same after-Tax position as it would have been in if the Tax Payment had not been required to be made by Company. (B) If: (i) a Tax Credit Deduction is attributable required by law in respect of a payment made by or on account of the Company to an Interim Lender under an Interim Document; (ii) the Company was unaware, and could not reasonably be expected to have been aware, that the Tax PaymentDeduction was required and as a result did not make the Tax Deduction; and (iiiii) that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall Company would not (subject to paragraph (b) below and on the date the payment by the Company to the extent that such Finance Party can do so without prejudicing the availability and/or the amount of the Tax Credit and the right of that Finance Party to obtain any other benefit, relief or allowance which may be available to itInterim Lender under an Interim Document fell due) pay to either the Parent or the relevant Obligor such amount which that Finance Party determines, in its sole opinion, will leave it (after that payment) in the same after-tax position as it would have been in had the Tax Payment not been required to be make an increased payment under paragraph (C) of Clause 9.2 (Gross-up) in respect of that Tax Deduction because, based on circumstances existing at the time of making the payment referred to in paragraph (B)(i) of this Clause 9.4, one of the exclusions in paragraph (D) or (E) of Clause 9.2 would have applied, then the Interim Lender that received the payment in respect of which the Tax Deduction should have been made or made at a higher rate undertakes to promptly, upon a written request by the Parent or the relevant Obligor. (i) Each Finance Party shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax Credits and shall not be obliged to arrange its business or its tax affairs in any particular way in order to be eligible for any credit or refund or similar benefit. (ii) No Finance Party shall be obliged to disclose to any other person any information regarding its business, tax affairs or tax computations (including, without limitation, its tax returns or its calculations). (iii) If a Finance Party has made a payment to the Parent or an Obligor pursuant to this Clause 17.4 on account of a Tax Credit and it subsequently transpires that that Finance Party did not receive that Tax Credit, or received a reduced Tax Credit, either the Parent or such Obligor, as the case may be, shall, on demand, pay Company accompanied by evidence reasonably satisfactory to that Finance Party the amount which that Finance Party determines, Interim Lender (acting reasonably and in good faith, will put it (after ) that payment is received) in the same after-tax position as it would such Tax Deduction should have been in had no made, reimburse the Company for the amount of the Tax Deduction, or additional Tax Deduction amount, that should have been made and the Company shall, on receipt of payment from such Interim Lender, promptly account to the relevant tax authority for an amount equal to such payment or a reduced payment been made to the Parent or such Obligorreceived. (c) No Finance Party shall be obliged to make any payment under this Clause 17.4 if, by doing so, it would contravene the terms of any applicable Law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law).