Common use of Conduct of Claims Clause in Contracts

Conduct of Claims. 6.1. If a Buyer or a Group Company becomes aware of a Tax Claim, the Buyer shall or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.

Conduct of Claims. 6.1. If 5.1 The Purchaser shall notify the Vendor in writing of any Claim for Taxation which comes to its notice, whereby the Vendor is or may become liable to make a Buyer payment to the Purchaser under this deed or a Group Company becomes aware for breach of a Tax ClaimWarranty. Where a time limit for appeal applies to the Claim for Taxation, the Buyer notification shall or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing given as soon as reasonably practicable after the date on which the Claim for Taxation comes to the notice of the Purchaser and in any event not later than 10 Business Days before the Buyers expiry of the time limit. Where no time limit applies or the period to which the limit relates has not commenced, the notification shall be given within 21 Business Days of that date. 5.2 The Purchaser shall ensure that a Claim for Taxation to which this deed applies, or in respect of which the Vendor is or may become liable to make a payment to the Purchaser for a breach of a Tax Warranty, is, so far as reasonably practicable, dealt with separately from claims to which it does not apply and is not paid prematurely; and, for this purpose, any payment made by the Company to avoid incurring interest or a penalty in respect of unpaid Taxation shall be deemed not to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2be paid prematurely. 6.3. Subject 5.3 The Purchaser shall take or use reasonable endeavours to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) Company shall take such action as the Seller may Vendor shall reasonably request by notice in writing require to avoid, disputemitigate, defendresist or contest any Claim for Taxation to which this deed applies or in respect of which the Vendor is or may become liable to make a payment to the Purchaser in respect of a breach of a Tax Warranty and in particular (but without limitation) shall use all reasonable endeavours to ensure, resistat the request in writing of the Vendor, appeal that (a) the 113 Vendor is placed in a position to dispute on behalf of the Company any Claim for Taxation to which this deed applies or compromise in respect of which the Vendor is or may become liable to make a payment to the Purchaser in respect of a breach of a Tax Warranty and (b) provide the Vendor with access to all relevant documents, accounting and other records (including without restriction direct access to all relevant employees) and (c) shall use reasonable endeavours to render, or cause to be rendered, to the Vendor all such other assistance as the Vendor may reasonably require in disputing the Claim for Taxation. 5.4 Subject to clause 5.5, the Vendor shall be entitled, on behalf of the Company, to instruct such solicitors or other professional advisers as the Vendor may nominate, to act on behalf of the Vendor or the Company, to the intent that the conduct, and costs and expenses, of the dispute shall be delegated entirely to and be borne solely by the Vendor. 5.5 In connection with the conduct of any Tax Claim (a “Disputed Tax Claim”) or any matter dispute relating to a Claim for Taxation to which this deed applies or in respect of which the Disputed Tax Claim but only provided that the Seller shall first (Vendor is or may become liable to make a payment to the Buyers’ reasonable satisfaction) indemnify Purchaser for breach of a Tax Warranty: 5.5.1 the Buyers and/or Vendor shall keep the Group Companies (as required by the Buyers) against any lossesCompany informed of relevant matters and shall forward, damagesor procure to be forwarded, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability finance director of the Seller under this ScheduleCompany copies of relevant correspondence and other written communications; 5.5.2 the Vendor shall at the request of the Purchaser indemnify and secure the Purchaser and each Group Company, to the Buyers shall not be obliged to take or procure reasonable satisfaction of the taking of any action under Paragraph 6.3 Purchaser, in respect of any Tax Claim:liability, costs and expenses of disputing any Claim for Taxation to which this deed applies; (a) 5.5.3 the Vendor shall not be entitled to require the extent that it would involve a Group Purchaser or the Company contesting to make any Disputed Tax Claim before settlement or compromise of the dispute nor agree any court or other appellate body, unless matter in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being conduct of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 dispute which is likely to affect materially and adversely the liability basis of a Buyer the future Liability to Taxation of the Company, without the prior approval of the Purchaser, which approval shall not be unreasonably withheld or a Group Company delayed. The Purchaser shall not be entitled to Tax withhold consent insofar as the settlement or compromise involves the utilisation or reduction of Vendor's Reliefs or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for agreement affects such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax GroupReliefs. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.

Conduct of Claims. 6.1. 7.1 If a the Target or the Buyer or a Group Company becomes aware of a Tax ClaimClaim for Tax, the Buyer shall or shall procure that the relevant Group Company Target shall within a reasonable time give written notice of that Claim for Tax to the Seller as soon as reasonably practicable (provided that failure to deliver that notice within that time frame shall not restrict the ability of the Buyer to make a claim against the Seller under the Tax Covenant or for breach of any of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this ScheduleWarranties). 6.2. 7.2 If the Seller becomes aware of a Tax ClaimClaim for Tax, the Seller shall notify the Buyers Buyer in writing as soon as reasonably practicable and practicable, and, on receipt of the Buyers notice, the Buyer shall be deemed to have given the Seller notice of the Claim for Tax Claim on receipt in accordance with the provisions of such notification for the purpose of this Paragraph 6.2paragraph 7.1. 6.3. 7.3 Subject to this paragraph 7.3 and paragraphs 7.4 to 7.6 the following provisions of this Paragraph 6.3, the Buyers Buyer shall (and where relevant, or shall procure that the relevant Group Companies shall) Target shall take such any reasonable action to dispute, resist, appeal, compromise or contest any Claim for Tax as the Seller may reasonably request by notice in writing provided that: (a) neither the Buyer nor the Target shall be required to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) delegate the conduct of that action to the Seller or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs professional agent or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability adviser of the Seller under this Schedule, Seller; (b) the Buyers Buyer shall not be obliged to take or procure that the taking of Target takes that action unless the Seller has first indemnified the Buyer and the Target to their reasonable satisfaction against any action under Paragraph 6.3 in respect of any Tax Claim:costs, liabilities (including additional Tax) and expenses which may be reasonably and properly incurred; (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (bc) where the Tax which is the subject of the Claim for Tax is required to be paid or lodged with a Taxation Authority before any appeal can be made or action derives from or arises out of or is in connection with taken ("Disputed Tax"), the Buyer shall not be obliged to procure that the Target takes any dishonest or fraudulent act or omission or willful default by or of action until the Seller at any time or by or has paid the amount of a Group Company prior such Tax to the Closing; orBuyer, provided always that the Buyer hereby undertakes to, or undertakes to procure that the Target will, repay such amount to the Seller as soon as reasonably practicable in the event that the Disputed Tax is subsequently released, refunded or repaid by the relevant Tax Authority in whole or in part; (cd) should neither the Seller, following receipt Buyer nor the Target shall be obliged by this paragraph 7.3 to take any action nor procure any action is taken which could reasonably be said to give rise to Tax in respect of written notice which the Seller will not be liable under the provisions of this Schedule; and (e) neither the Tax Claim from a Buyer in accordance with Paragraph 6.1nor the Target shall be obliged by this paragraph 7.3 to take or procure that the Target takes or omits to take any action that: (i) fail within fifteen (15) Business Days to serve notice on is not permitted under the Buyers under Paragraph 6.3W&I Policy or would vitiate the W&I Policy; or (ii) fail conflicts with the instructions, requests or rights of the insurer under the W&I Policy. 7.4 If within fifteen (15) Business Days to notify fourteen days of service of the Buyers in writing of any further action to be taken by a Buyer or a Group Company notice under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by paragraph 7.1 the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely does not request the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at or fails within that period to give the time indemnity referred to in question either an employee or director of any member of paragraph 7.3(b) the Buyers’ Tax Group, or any company Buyer shall be free to procure that is at the time in question a member of Target takes the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms action as it may in its absolute discretion (acting in good faith) think fit and without prejudice to any of the Buyers’ its rights and remedies under this Schedule. 7.5 Subject to paragraphs 7.3 to 7.4, in relation to any dispute in respect of a Claim for Tax where any meeting is to take place with a representative or representatives of any Tax Authority, the Buyer shall provide the Seller with reasonable advance notice of the meeting together with an outline of the issues that it is anticipated will be addressed, and the Seller shall be entitled to nominate a person or persons to attend (but not participate in and only be present in the capacity as an observer) that meeting. 7.6 Paragraph 7.3 shall not apply and the Seller's rights under this paragraph 7 shall cease if a Tax Authority alleges that the Seller or the Target (before Completion) has committed acts or omissions which constitute or are alleged to constitute fraud or deliberate default relating to the matter giving rise to the Claim for Tax in question and the Buyer shall be free to procure that the Target takes the action that it may in its absolute discretion think fit. 7.7 The Buyer shall keep the Seller informed of the progress of any action in relation to a Claim for Tax conducted by the Buyer or the Target at the request of the Seller and shall promptly provide the Seller with copies of all material correspondence and documents relating to the same.

Conduct of Claims. 6.1. If a 7.1 Subject to paragraph 7.2, if the Target or the Buyer or a Group Company becomes aware of a Tax ClaimClaim for Tax, the Buyer shall or shall procure that the relevant Group Company Target shall within a reasonable time give written notice of that Claim for Tax to the Seller as soon as reasonably practicable and, in any event, in the case where the Claim for Tax consists of an assessment or demand for which the period for response or appeal is time limited, within twenty Business Days prior to the expiry of any time limit (provided that failure to deliver that notice within that time frame should not restrict the ability of the Buyer to make a claim against the Seller under the Tax Covenant or for breach of any of the Tax Claim, provided always that Warranties) and shall keep the giving Seller informed of such notice shall not be a condition precedent all material matters relating to the liability of the Seller under this ScheduleClaim for Tax. 6.2. 7.2 If the Seller becomes aware of a Tax Claiman Excluded Claim for Tax, it shall give notice to the Seller shall notify the Buyers in writing Buyer as soon as reasonably practicable and practicable, and, on receipt of the Buyers notice, the Buyer shall be deemed to have given the Seller notice of the Excluded Claim for Tax in accordance with the provisions of paragraph 7.1. 7.3 The Buyer will procure that neither the Buyer, any member of the Buyer's Tax Group, the Target or any other person acting on their behalf will make any voluntary disclosure to any Tax Authority in respect of the Target's Tax affairs that may result in an Excluded Claim on receipt for Tax except where such disclosure is required in order to accurately answer any enquiry or request for information from any Tax Authority (a "Prompted Disclosure"). 7.4 The Buyer shall not submit a Prompted Disclosure to any Tax Authority without first affording the Seller with a reasonable opportunity to comment thereon and reflecting such amendments as the Seller requests to such documents or correspondence. 7.5 On the basis of such notification for the purpose information made available to it prior to the date of this Paragraph 6.2agreement, the Buyer has no current intention of making, nor of requesting or procuring that the Target, any other member of the Buyer's Group or any person acting on behalf of any of the foregoing makes, a Prompted Disclosure. 6.3. 7.6 Subject to the following provisions of this Paragraph 6.3paragraph 7.6 and paragraph 7.7, the Buyers Buyer shall (and where relevant, or shall procure that the relevant Group Companies shall) Target shall take such action all actions to avoid, dispute, resist, appeal, mitigate, compromise or contest any Excluded Claim for Tax as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers Buyer shall not be obliged to take or procure that the taking of Target takes any action under Paragraph 6.3 unless the Seller has indemnified the Buyer and the Target to the Buyer's reasonable satisfaction against any reasonable costs or expenses which may be properly incurred in respect taking the action. 7.7 The Seller may elect to have any action referred to in paragraph 7.6 delegated to it and conducted by professional advisers nominated by it for this purpose acting in the name of any Tax Claimthe Target but reporting to the Seller in which event the Seller shall: (a) keep the Buyer fully informed of all matters relating to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller action and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either deliver to the Buyer or copies of all material written correspondence relating to the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; oraction; (b) where obtain the Tax Claim Buyer's prior written approval (not to be unreasonably withheld or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior delayed) to the Closingcontent and sending of each material written communication relating to the action to a Tax Authority; orand (c) should obtain the Seller, following receipt of Buyer's prior written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1approval (not to be unreasonably withheld or delayed) to: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3settlement or compromise of the Excluded Claim for Tax which is the subject of the action; orand (ii) fail within fifteen (15) Business Days to notify the Buyers in writing agreement of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, matter in the Buyers’ reasonable opinion, conduct of the action requested by the Seller pursuant to Paragraph 6.3 which is likely to affect materially and adversely the liability amount of a the Excluded Claim for Tax. 7.8 The Buyer shall (or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal shall procure that the Taxation be paid, unless payment has previously been made by Target shall) provide all information and assistance as the Seller may reasonably require to a Buyer of an amount equal allow it to such Taxation and exercise its rights under this paragraph 7. 7.9 If at any time the Seller has not exercised the election referred to in respect of it; or (f) paragraph 7.7 but requests that requires a Group Company to the Target take any action against any person who is at referred to in paragraph 7.6 the time in question either an employee or director provisions of any member of paragraph 7.7 shall apply as if references to the Buyers’ Tax Group, or any company that is at "Seller" are references to the time in question a member of the Buyers’ Tax Group"Buyer" and vice versa. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant 7.10 The Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may shall in its absolute discretion think fit without prejudice decide whether to any of make a claim under the Buyers’ rights under this ScheduleTax Covenant or the Tax Warranties or both.

Conduct of Claims. 6.16.1 The Company or the Purchaser shall notify the Covenantor in writing of any Claim for Taxation which comes to its notice whereby it appears that the Covenantor is or may become liable to make a payment under this deed. If Where a Buyer or a Group Company becomes aware of a Tax time limit for appeal applies to the Claim, the Buyer notification shall or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing given as soon as reasonably practicable possible after the date on which the Claim comes to the notice of the Company and in any event within 14 days of receipt by the Buyers Company or the Purchaser but, where no time limit applies the notification shall be given within thirty (30) days of such receipt. 6.2 The Purchaser shall ensure that a Claim for Taxation to which this deed applies, is, so far as reasonably practicable, dealt with separately from claims to which it does not apply and is not paid prematurely; and for this purpose any payment of Taxation made when due to avoid incurring interest or any penalty in respect of unpaid taxation shall be deemed not to be paid prematurely. 6.3 Subject to clause 6.6, the Purchaser and the Company shall ensure at the request in writing of the Covenantor that the Covenantor is placed in a position to dispute on behalf of the Company any Claim for Taxation to which this deed applies and is to have given the Seller notice sole conduct of any appeal dispute compromise or defence of the Tax Claim and any incidental negotiations and the Purchaser and the Company shall render, or cause to be rendered, to the Covenantor at its reasonable expense all such assistance and access and cooperation as the Covenantor, may reasonably require in connection therewith. 6.4 The Covenantor shall be entitled on receipt behalf of the Company to instruct such solicitors or other professional advisers as the Covenantor, may nominate to act on behalf of the Covenantor or the Company, to the intent that the conduct, and costs and expenses, of the dispute shall be delegated entirely to and be borne solely by the Covenantor. 6.5 In connection with the conduct of any dispute relating to a Claim for Taxation to which this deed and in particular clause 6.3 applies: 6.5.1 the Covenantor shall keep the Purchaser fully informed of all relevant matters and the Covenantor shall promptly forward or procure to be forwarded to the secretary of the Purchaser copies of all correspondence and other written communications pertaining thereto; 6.5.2 The Covenantor shall make no settlement or compromise of the dispute which is likely to prejudice the future liability of the Purchaser or the Company to Taxation without the prior approval of the Purchaser, such approval not to be unreasonably withheld or delayed PROVIDED THAT if the Purchaser does withhold approval the Covenantor shall if it so desires be discharged from all liability under this deed in respect of such notification for relevant Liability to Taxation upon paying to the purpose Purchaser the amount which the relevant Taxation authority has indicated it is prepared to accept in settlement or compromise of this Paragraph 6.2the dispute. 6.3. Subject 6.6 The Covenantor shall at the request of the Purchaser provide, to the following reasonable satisfaction of the Purchaser, reasonable security or indemnities, or both, in respect of all the costs and expenses which may reasonably be incurred of disputing any Claim for Taxation to which this deed applies. 6.7 The Company and the Purchaser shall not be subject to any claim by or liability to, the Covenantor on the ground that it has not complied with the foregoing provisions, if it has bona fide acted in accordance with the written instructions of the Covenantor. 6.8 For the avoidance of doubt the provisions of this Paragraph 6.3, the Buyers clause 6 shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller may reasonably request by notice in writing not apply to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating referred to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability in clause 3.2 of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Groupagreement. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.

Conduct of Claims. 6.1. 7.1 If the Sale Companies or Purchaser receives or becomes aware of a Buyer Tax Claim which it reasonably considers may result in Seller becoming liable to make a payment under paragraph 1 or a Group Company becomes in respect of the Tax Warranties the Purchaser shall, as soon as reasonably practicable (in any event within ten (10) Business Days) of receiving or becoming aware of a Tax Claim, the Buyer shall or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt to the Seller, such notice to include reasonably sufficient details of such notification Tax Claim, the due date for any payment and the purpose time limits for any appeal and, so far as practicable the amount of any claim or intended claim against Seller under this Paragraph 6.2Agreement. 6.3. Subject 7.2 In relation to the following provisions of this Paragraph 6.3any Tax Claims notified to Seller pursuant to paragraph 7.1 and subject to paragraph 7.3, the Buyers Purchaser shall, and shall (and where relevant, shall procure ensure that the relevant Group Sale Companies shall) will, take such any action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal resist or compromise the Tax Claim if Seller has indemnified the Purchaser and the Sale Companies against any additional Tax and costs and expenses which Purchaser or Sale Companies may reasonably and properly incur in connection with the taking of action pursuant to this paragraph. 85 7.3 Seller shall have conduct of and shall manage any Tax Claim (a “Disputed Tax Claim”) upon the following terms or any matter relating to the Disputed Tax Claim but only provided that the such other terms which Purchaser and Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 specifically agree in respect of any Tax Claimwriting: (a) all written communication pertaining to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in Dispute which are transmitted to the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of successTaxation Authority shall be copied to Purchaser; orand (b) where Seller shall keep Purchaser informed of the material progress of any Tax Dispute. 7.4 Seller’s rights under paragraph 7.3 shall cease and Purchaser shall be free to reasonably settle, compromise or deal with any Tax Claim and/or Tax Dispute if Seller notifies Purchaser or the Sale Companies to the effect it no longer wishes to pursue the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax GroupDispute. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.

Conduct of Claims. 6.1. If a Buyer or a Group Company becomes aware of a Tax Claim, the 7.1 Buyer shall or shall procure that the relevant Group Company shall within a reasonable time give notice is given to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing as soon as reasonably practicable after it shall become aware of any claim which may be made pursuant to this Deed and in any event 15 days before the Buyers shall be deemed to have given the Seller notice expiry of the Tax Claim on receipt of such notification any deadline for the purpose of this Paragraph 6.2lodging an appeal. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers 7.2 Buyer shall (and where relevant, it shall procure that the relevant Group Companies Company shall) take such action and provide such information and documentation as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal compromise or compromise defend any Tax Claim claim and any adjudication in respect thereof (a “Disputed Tax Claim”"dispute") or any matter relating subject to Buyer and the Disputed Tax Claim but only provided that Company being indemnified and secured to Buyer's reasonable satisfaction by Seller against the Seller shall first (liability to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any Taxation and all losses, costs, expenses, damages, interest, penalties and surcharges thereby incurred. Buyer shall account to Seller for any sum so recovered (net of Taxation) (if any) on such sum and any costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability recovery borne by Buyer) up to Tax). 6.4. Without prejudice to an amount not exceeding the liability of the amount paid by Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 clause 0 in respect of the liability in question. 7.3 If Seller does not request Buyer to take any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being such action within thirty days of the Institute of Chartered Accountants notice to Seller which should be in England and Wales upon the application of either the writing, Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or Company shall (bwithout prejudice to their rights under this Deed) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior be free to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy pay or settle the Tax Liability claim on such terms as it they may in its their absolute discretion think fit without prejudice fit. 7.4 Subject to the above, any dispute relating to a liability to Taxation shall be conducted by Seller but: 7.4.1 Seller shall keep Buyer fully informed of all relevant matters and shall promptly forward or procure to be forwarded to Buyer copies of all relevant correspondence and other relevant material information and documentation; 7.4.2 all communications relating to the dispute which are to be transmitted to a Taxing Authority shall first be submitted to the Company or Buyer for approval and shall only be finally transmitted if such approval is given, such approval not to be unreasonably withheld or delayed; 7.4.3 the appointment of solicitors or other professional advisers shall be subject to the prior written approval of Buyer, such approval not to be unreasonably withheld or delayed; and 7.4.4 If Buyer shall reasonably and in good faith consider that the dispute would be materially prejudicial to its relationship with any Taxing Authority or that of the Buyers’ rights under this ScheduleCompany Seller shall not proceed with the conduct of the dispute unless and until the parties concerned are advised by leading tax counsel that Seller will on a balance of probabilities succeed in the proposed conduct of the dispute. Such leading tax counsel shall be selected by Seller with the agreement of Buyer and shall be instructed jointly but his fees paid by Seller.

Conduct of Claims. 6.1. If a 9.1 Subject to clause 9.5 below, if the Buyer or a any of the Group Company Companies becomes aware of a Tax ClaimAssessment or any other matter which would or is likely to give rise to a Tax Claim (such Tax Assessment or other matter being defined for the purposes of this Clause 9 as a “Tax Matter”), the Buyer shall as soon as reasonably practicable give written notice of the Tax Assessment or shall procure that the relevant Group Company shall within a reasonable time give notice other matter to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2Deed. If the Seller becomes aware of a Tax ClaimThe Buyer shall, the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, or shall procure that the relevant Group Company or Companies shall, (at the Seller’s expense) take such action and give such information and assistance in connection with the affairs of the relevant Group Company or Companies as the Seller may reasonably request by notice in writing to avoidresist, appeal, dispute, defend, resist, appeal avoid or compromise any the Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only Assessment provided that the Seller shall first (indemnify the Company or the Buyer to the Buyers’ reasonable satisfactionsatisfaction of the Buyer against all reasonable costs and expenses other than Salary Costs which may be incurred in relation to the same. Such information and assistance shall include, without limitation, providing reasonable access to relevant documentation and records and permitting the copying of such documentation and records. 9.2 For the avoidance of doubt, the actions which the Seller may reasonably request under this clause 9 shall include (without limitation) indemnify the Buyers procuring of any Group Company to apply to postpone (so far as legally possible and without prejudicing the position of the Buyer or any Group Company) the payment of any Taxation and/or allowing the Group Companies (as required Seller to take on or take over at its own expense the conduct of all or any proceedings of whatsoever nature arising in connection with the Tax Matter in question. 9.3 If the Seller elects to have conduct of a claim in accordance with the provisions set out above: 9.3.1 the Buyer shall be kept informed of all matters pertaining thereto and steps proposed to be taken by the BuyersSeller and the Seller shall timeously provide the Buyer copies of all correspondence with the relevant Taxation Authority in connection with the claim in question and notes of all telephone conversations or meetings with the relevant Taxation Authority in relation to that claim; 9.3.2 the Seller shall deliver to the Buyer all documents which are required under this Clause or the relevant Taxation Statute to be authorised or signed by the Company for authorisation and/or signature not less than 15 Business Days prior to the last date on which such returns, computations and correspondence are due to be submitted to the relevant Tax Authority (without any application for postponement) and shall provide the Buyer with an opportunity to comment thereon. The Seller shall not unreasonably refuse to accept any such comments; 9.3.3 where the Company is not required under the relevant Taxation Statute to sign a material document but the Seller proposes to correspond with the Taxation Authority then the Seller shall first deliver to the Buyer a draft of such correspondence and shall provide the Buyer with an opportunity to comment thereon which shall be done timeously. The Seller shall not unreasonably refuse to accept any such comments; 9.3.4 The appointment of accountants, solicitors or other professional advisors in connection with the claim shall be subject to the prior written approval of the Buyer, such approval not to be unreasonably withheld or delayed. Where necessary, the Buyer shall procure that the Company submits as soon as reasonably practicable the appropriate form to the Taxation Authority to appoint the relevant accountants, solicitors or other advisors as agents of the Company in order to enable those accountants, solicitors or other advisers to sign documents on behalf of the Company. 9.4 The Buyer shall procure that the Company shall cause the matters referred to in Clause 9.3.2 to be authorised, signed and returned to the Seller for submission to the appropriate Taxation Authority without undue or unreasonable delay, provided that: 9.4.1 the Seller agrees that there shall be proper disclosure to such Taxation Authority wherever the Buyer reasonably considers that this is appropriate; 9.4.2 nothing shall oblige the Buyer or the Company to sign or procure the signature on any such document which, in its reasonable opinion is in breach of the Taxation Statute, or which the Auditors consider to be false or misleading or not complete and accurate in all material respects or otherwise likely to result in a material additional liability for the Company (but for the avoidance of doubt neither the Buyer nor the Company shall be under any obligation to investigate such matters, shall be entitled to rely upon the Seller, and their signing of the relevant documents shall not be construed as their having so investigated the matters but as having so relied); and 9.4.3 the Seller undertakes not to, and undertakes to procure that the solicitors, accountants or other professional advisors appointed in accordance with clause 9.3.3 do not, do or omit to do anything which could cause the Company to be in breach of any legal obligation or would give a Taxation Authority grounds for initiating a back duty investigation or a discovery notice. 9.5 The Seller shall not make any settlement or compromise of any Tax Assessment or claim unless it has first notified the Buyer and any Group Company of the terms of such proposed settlement or compromise and the Buyer has given its consent in writing to such settlement or compromise (such consent not to be unreasonably withheld or delayed) but if such consent is refused, the Seller’s liability under the Tax Deed and Tax Warranties in relation to that Tax Assessment shall be limited to a maximum of the amount for which the Seller would have been liable if such consent had been forthcoming and the Buyer may settle the Tax Assessment at its complete discretion. 9.6 The Buyer or the Company shall not be required to take any action: 9.6.1 unless the Buyer or the Company concerned is promptly (and in any event within 10 Business Days of written notification of a Tax Matter having been received by the Seller in accordance with clause 9.1) indemnified to its reasonable satisfaction by the Seller against the relevant liability under clause 2 and all reasonable losses, costs, damages and expenses (including penalties and interest on overdue Tax or any additional claims but excluding Salary Costs) that are or may be thereby incurred; 9.6.2 unless, in the context of an appeal against any lossesTax Assessment or determination before any tribunal, damagescourt, costs appellate body or expenses which it may suffer or incur as a result of taking such action judicial authority (including any additional liability to Taxfor the avoidance of doubt the General or Special Commissioners or the Value Added Tax and Duties Tribunal). 6.4. Without prejudice , there has been provided to the liability Buyer by and at the expense of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of leading independent tax counsel Counsel of appropriate at least ten years’ call, after the disclosure of all relevant experience appointed by agreement between the Seller information and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller documents, that an appeal is a reasonable course of action given in all the circumstances including circumstances; 9.6.3 if the likelihood Seller or the Company (prior to Completion) has committed an act or is responsible for an omission which constitutes fraudulent conduct in respect of successa Tax Assessment; 9.6.4 if the Buyer or the Company is not requested by the Seller to take any action within 30 Business Days of receiving notice in accordance with clause 9.1 or, in the case of a Tax Assessment where notice has been given in accordance with clause 9.1 where the last date on which an appeal may be made against the liability to which the Tax Assessment relates, the later of five Business Days prior to the last date on which an appeal may be made against the liability to which the Tax Assessment relates and five Business Days after such notice has been given; or (b) where 9.6.5 if written notice is served on the Buyer or the Company by the Seller stating that the Tax Claim Assessment should no longer be resisted. 9.7 The Seller shall have the conduct, at its own expense, of all or action derives from or arises out any proceedings of or is whatsoever nature arising in connection with any dishonest or fraudulent act or omission or willful default by or Liability to Taxation which arises as a result of an adjustment to the Profits and losses of the Seller at Company pursuant to Paragraph 1 of Schedule 28AA ICTA 1988, where those Profits and losses are earned, accrued or received in respect of any time period or by periods ending before the Completion Date, or in respect of any part of a period where that part of the period ends before the Completion Date, and at the Seller’s expense, the Buyer shall provide, and shall procure that any Group Company prior shall provide, such information and assistance as the Seller may reasonable require in connection with the preparation for and conduct of those proceedings. 9.8 If the parties cannot agree the contents of any item or any matter referred to in Clause 9.3.2 the Closing; or matter will be referred to an independent chartered accountant of at least 10 years relevant experience to be agreed between the parties (c) should or failing agreement to be appointed by the Seller, following receipt of written notice President of the Tax Claim from a Buyer Institute of Chartered Accountants) and the contents of such item shall be determined by such chartered accountant acting as an expert and not as an arbitrator, both parties having the right to make representations, and such determination (in accordance with Paragraph 6.1: (ithe absence of manifest error) fail within fifteen (15) Business Days to serve notice shall be conclusive and binding on the Buyers under Paragraph 6.3; orparties and whose costs may be borne as the independent chartered accountant shall direct. (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further 9.9 If no action is required to be taken by a Buyer or a Group the Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Tax Matter under the terms of Clause 9.6, or the Seller fails to satisfy the terms of Clause 9.3 in any material respect in respect of a Tax Matter, the Buyer and the Company to take any action against any person who is at the time in question either an employee or director of any member may resume conduct of the Buyers’ Tax GroupMatter and, subject to clause 9.9.2 below, shall have absolute discretion in dealing with the Tax Matter or any company that is at satisfying, settling or agreeing the time in question a member of Tax Matter as the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group the Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit fit, without prejudice to any other right or remedy available to the Buyer or the Company. In this regard: 9.9.1 the Seller shall be kept informed of all matters pertaining thereto and steps proposed to be taken by the Buyer or the Company and the Buyer or the Company shall timeously provide to the Seller copies of all correspondence with the relevant Taxation Authority in connection with the claim in question and notes of all telephone conversations or meetings with the relevant Taxation Authority in relation to that Tax Matter; and 9.9.2 the Buyer or the Company shall deliver to the Seller all material documents which are required to be sent to the relevant Taxation Authority and shall provide the Seller with an opportunity to comment thereon. The Buyer or the Company shall not unreasonably refuse to accept any such comments. The Buyer and the Company shall not make any settlement or compromise of any Tax Assessment or claim unless the Seller has first been notified of the Buyers’ rights under this Scheduleterms of such proposed settlement or compromise and the Seller has given its consent in writing thereto (such consent not to be unreasonably withheld or delayed).

Conduct of Claims. 6.15.1. If The Company shall notify the Covenantors in writing of any Claim for Taxation which comes to its notice whereby it appears that the Covenantors are or may become liable to indemnify the Company under this deed. Where a Buyer or a Group Company becomes aware of a Tax time limit for appeal applies to the Claim, the Buyer notification shall or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing given as soon as reasonably practicable possible after the date on which the Claim comes to the notice of the Company but, where no time limit applies or the period to which the limit relates has not commenced, the notification shall be given within fifty six days of that date. 5.2. The Company shall ensure that a Claim for Taxation to which this deed applies, is, so far as reasonably practicable, dealt with separately from claims to which it does not apply and is not paid prematurely; and for this purpose any payment made by the Buyers Company to avoid incurring interest or any penalty in respect of unpaid taxation shall be deemed not to have given be paid prematurely. 5.3. the Seller notice Company shall ensure at the request in writing of the Tax Covenantors that the Covenantors are placed in a position to dispute on behalf of the Company any Claim on receipt for Taxation to which this deed applies and shall render, or cause to be rendered, to the Covenantors at their expense all such assistance as the Covenantors, or a majority of such notification them, may reasonably require in disputing any Claim for the purpose of this Paragraph 6.2Taxation. 6.35.4. Subject to the following provisions of this Paragraph 6.3clause 5.5, the Buyers Covenantors shall (and where relevantbe entitled on behalf of the Company to instruct such solicitors or other professional advisers as the Covenantors, shall procure or a majority of them, may nominate to act on behalf of the Covenantors or the Company, to the intent that the conduct, and costs and expenses, of the dispute shall be delegated entirely to and be borne solely by the Covenantors. The costs arising from obtaining the determination of counsel shall be borne as to one half by the Covenantors and as to the other half by the Company. 5.5. In connection with the conduct of any dispute relating to a Claim for Taxation to which this deed applies: 5.5.1. the Covenantors shall keep the Company fully informed of all relevant Group Companies shall) take matters and the Covenantors shall promptly forward or procure to be forwarded to the secretary of the Company copies of all correspondence and other written communications pertaining thereto; 5.5.2. the appointment of solicitors or other professional advisers shall be subject to the approval of the Company, such action as approval not to be unreasonably withheld or delayed; 5.5.3. the Seller may reasonably request by notice in writing to avoid, Covenantors shall make no settlement or compromise of the dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or nor agree any matter relating in the conduct of the dispute which is likely to affect the amount involved or the future Liability to Taxation of the Company without the prior approval of the Company, such approval not to be unreasonably withheld or delayed; 5.5.4. if any dispute arises between the Company and the Covenantors as to whether the Claim should at any time be settled in full or contested in whole or in part, the dispute shall be referred to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as determination of a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of senior tax counsel of appropriate relevant experience at least ten years standing appointed by agreement between the Seller Company and the Buyers Covenantors, or in default of agreement appointed (if they do not agree) upon the application by either party to the President for the time being of the Institute The Law Society of Chartered Accountants Scotland, whose determination shall be final. The counsel shall be asked to advise whether in England and Wales upon the application of either the Buyer or the Seller his opinion an appeal is a reasonable course against the Claim would on the balance of action given all probabilities be likely to succeed and as to how the circumstances including costs of such dispute should be allocated between the likelihood of success; or (b) where Covenantors and the Tax Claim or action derives from or arises out of or Company. Only if his opinion is in connection with the affirmative shall an appeal be made and that Claim not then settled. Any further dispute arising between the Covenantors and the Company as to whether any dishonest further appeal should be pursued following determination of an earlier appeal (whether or fraudulent act or omission or willful default not in favour of the Company) shall be resolved in a similar manner. 5.6. The Company shall not be subject to any claim by or liability to, any of the Seller at any time or by or of a Group Company prior to Covenantors on the Closing; or (c) should ground that it has not complied with the Sellerforegoing provisions, following receipt of written notice of the Tax Claim from a Buyer if it has bona fide acted in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing instructions or approval of any further action to be taken by a Buyer one or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member more of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax GroupCovenantors. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.

Conduct of Claims. 6.1. 8.1 If a the Buyer or any of the Target Group Companies receives a Group Company becomes aware of Tax Assessment which relates in whole or in part to Taxation for which the Sellers may be liable under this Deed or any other notification from a Tax Authority which may give rise to a Tax Claim, the Buyer shall within 10 Business Days of receipt give written notice of the Tax Assessment or other matter to the Sellers. 8.2 Notwithstanding any other provision of this clause 8, it is hereby agreed that the Sellers shall have sole conduct of all or any proceedings of whatsoever nature arising in connection with: (a) a Stamp Duty Charge under clause 2.3; (b) a Degrouping Charge under clause 2.4; or (c) a Lease VAT Charge under clause 2.5 (collectively, the “Sellers’ Proceedings”) provided that the Sellers shall not make any settlement or compromise of any Sellers’ Proceedings or take any other action in connection with the Sellers’ Proceedings under this clause 8 which will or is reasonably likely to materially adversely affect the future liability to Taxation or the business of the Target Group Companies or the Buyer’s Group. 8.3 The Buyer shall, or shall procure that the relevant Target Group Company or Companies shall, take such action and give such information and assistance in connection with the affairs of the relevant Target Group Company or Companies as the Sellers may reasonably request to resist, appeal, dispute, avoid or compromise the Tax Assessment or deal with any Sellers’ Proceedings, subject to the Buyer and/or any Target Group Company being indemnified to their reasonable satisfaction against all reasonable out-of-pocket costs and expenses which may be properly incurred thereby. Such information and assistance shall include, without limitation, providing reasonable access to relevant documentation and records and permitting the copying of such documentation and records. 8.4 For the avoidance of doubt, the actions which the Sellers may reasonably request under this clause 8 shall include (without limitation) the procuring of any Target Group Company to apply to postpone (so far as legally possible) the payment of any Taxation and/or allowing either or both of the Sellers to take on or take over at its own expense the conduct of all or any proceedings of whatsoever nature arising in connection with the Tax Claim in question. If the Seller(s) take on or take over the conduct of proceedings (including the Sellers’ Proceedings), the Buyer shall provide, and shall procure that any Target Group Company shall within a reasonable time give notice provide, such information and assistance as the Seller(s) may reasonably require in connection with the preparation for and conduct of those proceedings. 8.5 The following provisions shall apply in relation to the Seller conduct of the Tax Claim, provided always Sellers’ Proceedings or in the event that the giving of such notice shall not be a condition precedent to the liability either or both of the Seller under this Schedule. 6.2. If the Seller becomes aware Sellers elect to have conduct of a Tax Claim, claim in accordance with the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claimset out above: (a) the Buyer shall be kept informed of all material matters pertaining thereto and steps proposed to be taken by the Seller(s) and shall be entitled to receive copies of all material correspondence in connection with the claim in question; (b) the Sellers shall provide the Buyer with drafts of material correspondence in relation to the Tax Assessment in question and shall provide the Buyer with an opportunity to comment thereon. The Sellers shall not unreasonably refuse to accept any such comments; (c) the Sellers shall not make any settlement or compromise of any Taxation Assessment unless it has first notified the Buyer and any Target Group Company of the terms of such proposed settlement or compromise and the Buyer has given its consent in writing to such settlement or compromise (such consent not to be unreasonably withheld or delayed) but if such consent is refused the Sellers’ liability under the Tax Deed in relation to that Taxation Assessment shall be limited to a maximum of the amount for which the Sellers would have been liable if such consent had been forthcoming. For the avoidance of doubt, the Sellers shall not be entitled to require the Buyer or the Target Group Companies to make any settlement or compromise of any Taxation Assessment or take any other action or be under any obligation under this clause 8 which will or is reasonably likely to materially adversely affect the future liability to Taxation or the business of the Target Group Companies or the Buyer’s Group (save where such settlement or compromise relates to the use of a Sellers’ Relief). 8.6 In the event that neither of the Sellers has requested in writing that it be allowed to take on or take over the conduct of all or any proceedings pursuant to clause 8.4 in relation to the Tax Assessment or notification referred to in clause 8.1: (a) the Buyer shall, and shall procure that any Target Group Company shall, provide the Sellers with copies of all material correspondence entered into and notes of any material conversations or meetings with any Taxation Authority to the extent that it would involve a Group Company contesting any Disputed such correspondence or notes relate to the Tax Claim before any court or other appellate body, unless Assessment in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; orquestion; (b) where no material written communication shall be forwarded to any Taxation Authority in relation to that Tax Assessment without the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or prior written approval of the Seller at Sellers (such approval not to be unreasonably withheld or delayed) provided that if no such approval or notice that approval is to be withheld is received by the Buyer within 10 Business Days of request by the Buyer, the Buyer shall be entitled to forward such communication to any time or by or of a Group Company prior to the Closing; orTaxation Authority; (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Target Group Company (as the case may be) may satisfy shall not be at liberty without reference to the Sellers to admit, compromise (consent to which shall not be unreasonably withheld by the Sellers) or settle otherwise deal with any Tax Assessment unless either of the Sellers serves a notice on the Buyer to the effect that it considers that the Tax Liability Assessment should no longer be resisted provided that if neither of the Sellers serve such a notice on such terms the Buyer or on any Target Group Company within 10 Business Days of receipt of written notice from the Buyer or any Target Group Company that it intends to admit, compromise, or otherwise deal with the Tax Assessment, the Buyer or any member of the Target Group may admit, compromise or otherwise deal with the Tax Assessment as it the Buyer or Target Group Company may in its absolute discretion think fit without prejudice fit; (d) for the purposes of clause 8.6(c), the Sellers shall act reasonably in refusing to consent to a claim being admitted or compromised by the Buyer if either of the Sellers has instructed leading Tax Counsel of at least ten years’ call (at the Sellers’ expense) and has been advised by such Counsel that the chances of success are greater than the chances of failure if the Tax Assessment is resisted further and either or both of the Sellers then elect to have conduct of such claim, complying in relation to such conduct with the obligations set out in clauses 8.4 and 8.5. 8.7 In the event of any dispute between the Sellers as to any of the Buyers’ rights matter arising under this Scheduleclause 8, the decision of Holdings on any such matter in dispute shall be final and binding.

Conduct of Claims. 6.1. If a Buyer or a Group Company becomes aware 14.1 The Lead Authority shall have conduct of a Tax Claimclaims against the Contractor for breach of Contractual Obligations, the Buyer shall or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with right to settle any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability litigation on such terms as it may reasonably considers satisfactory. The Lead Authority shall in accordance with clause 9 of the Contractor Agreement use reasonable endeavours to procure that any claim that any Participating Authority (Other Beneficiary) has under the Contractor Agreement against the Contractor is assigned to the Lead Authority and managed by the Lead Authority. 14.2 To the extent the Lead Authority is unable to procure assignment of a claim in accordance with clause 9 of the Contractor Agreement, the other Participating Authority (as 'Other Beneficiary' under the Contractor Agreement) shall be entitled to bring such claim directly against the Contractor, as if the Participating Authority was the Lead Authority. The Participating Authority shall bear the full cost of such claim/claims and be obliged to take account (giving reasonable and fair consideration) of the content of any legal opinion obtained by the Lead Authority as to the merits and/or quantum of such claim. 14.3 In accordance with the Contractor Agreement, a Participating Authority shall have no authority to agree changes to or to waive any breach of the Contractor Agreement 14.4 Subject to clause 14.2, no Participating Authority shall enter into any communications with the Contractor in respect of any breach of Contractual Obligations or commence or negotiate or settle any dispute, claim, proceedings or other litigation in respect of breach of Contractual Obligations. 14.5 Unless the Lead Authority notifies the Finance Directors that the relevant Participating Authorities must enforce the Contractual Obligations in their own right and subject also to the provisions of clause 14.6, the Lead Authority shall use its absolute discretion think fit without prejudice reasonable endeavours to enforce Contractual Obligations and to pursue any resulting claim against the Contractor on behalf of the Participating Authorities (or any of them) if and to the extent the Lead Authority is instructed by the Finance Directors to do so. 14.6 The Lead Authority shall have no obligation to take any action described in clause 14.5 in relation to any particular matter unless and until the Lead Authority and all the Participating Authorities have agreed the terms of reference of such action, the Buyers’ rights under basis on which the costs of such action are to be borne by all the Participating Authorities and the basis on which any damages, costs and expenses actually recovered from the Contractor in respect of such action are to be divided between the Lead Authority and all Participating Authorities. 14.7 The Participating Authorities shall at their own expense provide such assistance and co-operation to the Lead Authority in connection with such action as described in clause 14.5 as the Lead Authority may reasonably require. 14.8 Nothing in this Scheduleclause restricts or prevents any Participating Authority from bringing tortious claims directly against the Contractor.

Conduct of Claims. 6.15.1 The Sellers’ Representatives will act as the representatives of all the Covenantors (“the Representative Covenantors”) for the purposes of this clause 5. Should the Representative Covenantors be unable to act for any reason whatsoever, the Covenantors will vote to appoint, by simple majority, another of the Covenantors to act as the Representative Covenantor for the purposes of this clause 5 and shall notify the Buyer within five business days of such appointment and of the name and address of the new Representative Covenantor. 5.2 If a the Buyer or a Group the Company becomes aware after Completion of any matter which could give rise to a Claim or a claim under the Tax ClaimWarranties, the Buyer shall give or shall procure that the relevant Group Company shall within a reasonable time give there is given written notice of such matter as soon as reasonably practicable to the Seller of Representative Covenantor setting out such information as is available to the Tax Claim, Buyer or the Company (provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller Covenantors under this Schedule). 6.2. If the Seller becomes aware of a Tax Claim5.3 The Buyer shall, the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies Company shall) , take such action (and provide such relevant information assistance and documentation to the Representative Covenantor in relation thereto) as the Seller Representative Covenantor may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal appeal, reduce, compromise or compromise defend any Tax Claim referred to in paragraph 5.1 and any adjudication in respect thereof (a “Disputed Tax Claimdispute”) or any matter relating subject to the Disputed Tax Claim but only provided that Buyer and the Seller shall first (Company being indemnified and secured to the Buyers’ Buyer’s reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required satisfaction by the Buyers) Covenantors against any all losses, damages, interest, penalties and surcharges and costs and expenses thereby incurred, and provided that: 5.3.1 save as described in this paragraph 5.3, the Covenantors shall not be permitted to take control or expenses which it may suffer conduct of such dispute in the name of the Company; 5.3.2 the dispute shall not be contested before any court or incur as a result of taking such action appellate body (including the First Tier Tax Tribunal in the UK and any additional liability to Tax). 6.4. Without prejudice to equivalent thereof outside the liability UK) unless at the sole expense of the Seller under this Schedule, Covenantors the Buyers Covenantors obtain the written opinion of leading Tax counsel of at least five years call (chosen by agreement between the parties or failing that the President of the Law Society) after disclosure of all relevant information and documents and having regard to all the circumstances that on the balance of probabilities the action will succeed; 5.3.3 neither the Buyer nor the Company shall not be obliged to take any action which will or procure may reasonably be expected to materially adversely affect the taking goodwill of the business carried on by, or the financial interests of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being member of the Institute of Chartered Accountants in England and Wales upon the application of either Buyer’s Group; 5.3.4 neither the Buyer or nor the Seller an appeal is a reasonable course of Company shall be obliged to take any action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action dispute derives from or arises out of or is in connection with any Tax Authority alleging any dishonest or fraudulent act or omission or willful wilful default by or of the Seller Covenantors at any time or by or of a Group the Company prior to Completion; 5.3.5 if the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax Taxation where it is a requirement for such an appeal that the Taxation be paid, neither the Buyer nor the Company shall be obliged to take any action unless payment has previously been made by the Seller Covenantors to a the Buyer of an amount equal to such Taxation and in respect of it; or; (f) that requires a Group 5.3.6 neither the Buyer nor the Company shall be required to take any action against any person who is at the time in question either an employee or director of the Company or any member of the Buyers’ Buyer’s Tax Group, ; and 5.3.7 neither the Buyer nor the Company shall be required to make any settlement or compromise of the dispute nor agree any company that matter in the conduct of such dispute which will or is at likely to increase the time in question a amount thereof or adversely affect the future liability of any member of the Buyers’ Tax GroupBuyer’s Group to Taxation. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, 5.4 Subject to the relevant Buyer having complied with its obligations under paragraph 5.12 and 5.33 the Buyer or Group the Company may without reference to the Covenantors admit, settle, discharge, compromise or otherwise deal with any particular Claim to which paragraph 5.12 applies (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ their rights under this Schedule) if: 5.4.1 the Representative Covenantor serves a written notice on the Buyer to the effect that in relation to any such Claim (or any dispute in relation to such Claims) the Covenantors do not wish to exercise their rights under paragraph 5.33; or 5.4.2 a period of 20 Business Days has expired following the service of a written notice by the Buyer on the Representative Covenantor pursuant to paragraph 5.12 where the Representative Covenantor has made a request pursuant to paragraph 5.33 in respect of the relevant Claim but the Covenantors have failed to provide a duly executed indemnity and security; or 5.4.3 it is alleged by the Taxation Authority in question in writing that the Covenantors or the Company have committed any acts or omissions prior to Completion which constitute fraud or fraudulent or negligent conduct. 5.5 If the Representative Covenantor does not exercise its right to request the Buyer to take action pursuant to paragraph 5.33, it shall at the written request of the Buyer supply or procure the supply to the Company and the Buyer free of charge all information, books, papers and other documents in the possession or under the control of the Covenantors in relation to the relevant Claim and shall give or procure the giving as appropriate of such reasonable co-operation as the Buyer may reasonably request or require for the purpose of resisting any Claim. 5.6 The Buyer shall procure that the Representative Covenantors and the Covenantors duly authorised agents are (on reasonable notice in writing to the Buyer) afforded such reasonable access to the books, accounts, personnel, correspondence and documentation of the Company and such other reasonable assistance as may be reasonably required to enable the Covenantors to exercise their rights under this paragraph 5.

Conduct of Claims. 6.1. If a Buyer or a Group Company becomes aware of a Tax Claim, the Buyer This Clause 27 shall or shall procure that the relevant Group Company shall within a reasonable time give notice apply to the Seller conduct, by the Service Provider, of claims made by a third person against the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the Health Improvement Commission in connection with any liability of the Seller under this Schedule. 6.2described in Clause 26. If the Seller becomes aware of a Tax ClaimHealth Improvement Commission receives any notice, demand, letter or other document concerning any claim for which it appears that the Health Improvement Commission is or may become entitled to be indemnified under this Agreement, the Seller Health Improvement Commission shall notify the Buyers Service Provider in writing as soon as reasonably practicable and the Buyers in any event within 20 Working Days of its receipt. The Service Provider shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller free at any time or by or of a Group Company prior to give notice to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where Health Improvement Commission that it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee retaining or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company taking over (as the case may be) may satisfy the conduct of any defence, dispute, compromise or settle appeal of any claim made by a third party in connection with any liability described in Clause 26 above or any incidental negotiations. On receipt of such notice the Tax Liability on Health Improvement Commission shall promptly take all reasonable steps necessary to transfer the conduct of such terms claim to the Service Provider, and shall provide to the Service Provider all reasonable co-operation, access and assistance for the purposes of considering and resisting such claim. Pending any notice given by the Service Provider the Health Improvement Commission shall be free to defend, dispute, compromise or appeal any such claim as it may in its absolute discretion think fit without prejudice shall reasonably decide but shall keep the Service Provider informed as to any the conduct of the Buyersclaim. If the Service Provider pays to the Health Improvement Commission an amount in respect of an indemnity and the Health Improvement Commission subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly attributable to the sum paid under the indemnity, the Health Improvement Commission shall immediately repay the Service Provider the lesser of: the sum recovered (or the value of the saving or benefit obtained) less any out-of-pocket costs and expenses properly incurred by the Health Improvement Commission in recovering it; and the amount paid to the Health Improvement Commission by the Service Provider in respect of the claim under the relevant indemnity. There is no obligation on the Health Improvement Commission to pursue a recovery under Clause 27.4. The Service Provider is repaid only to the extent that the amount of the Health Improvement Commissions’ rights recovery added to the amount paid to the Health Improvement Commission by the Service Provider exceeds the Health Improvement Commission's losses. The Service Provider and the Health Improvement Commission shall comply with the requirements of any insurer who may have an obligation to consider any claim made in respect of any liability arising under this ScheduleAgreement.

Conduct of Claims. 6.1. 4.1 If a Buyer or a Group Yorkshire or, after Closing, the Company becomes shall become aware of any Claim which will or may give rise to a Tax liability of CK Witco under Part B or Part C of this schedule ("Relevant Claim") Yorkshire shall, the Buyer shall or shall procure that the relevant Group Company shall within but not as a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition conditions precedent to the liability of the Seller CK Witco under this Schedule. 6.2. If the Seller becomes aware of a Tax Claimschedule, the Seller shall notify the Buyers in writing give notice thereof or procure that notice thereof is given as soon as reasonably practicable to CK Witco and in any event within 14 days of Yorkshire and 21 days of the Company becoming aware of the Relevant Claim. 4.2 Subject to paragraphs 4.5, 4.6 and 4.7, Yorkshire shall, and shall procure that the Company shall, take such action to appeal, protest against, mitigate, reduce, avoid, dispute, resist or compromise the Relevant claim and make available such documents, information and assistance in connection with the Relevant Claim as CK Witco may by written notice request provided that CK Witco shall indemnify and secure Yorkshire and the Buyers Company against all reasonable costs and expenses (including any Taxation or additional Taxation and including the cost of time of the management of Yorkshire or the Company which shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification been incurred, or suffered for the purpose purposes of this Paragraph 6.2. 6.3. Subject to paragraph 4) which Yorkshire or the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur Company incurs as a result of taking such action or providing such information and assistance, such reasonable costs and expenses to be paid in cleared, immediately available funds on or before the date five (including any additional liability to Tax). 6.4. Without prejudice to 5) Business Days after the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt date of written notice from Yorkshire of the Tax Claim from amount which CK Witco is required to pay or, if later, on the last Business Day before the date on which such reasonable costs and expenses are due for payment. If Yorkshire shall have served a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve written notice on CK Witco requesting CK Witco to provide such indemnity or security and CK Witco shall fail to provide the Buyers same within 30 days thereafter then CK Witco's rights under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days this paragraph 4 shall cease and Yorkshire and the Company shall be entitled to notify deal with the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability Relevant Claim on such terms as it may they shall in its their absolute discretion think fit without prejudice to their rights and remedies under this schedule. 4.3 Subject to paragraphs 4.5, 4.6 and 4.7 CK Witco may elect to have any action referred to in paragraph 4.2 conducted by CK Witco acting in the name of the Buyers’ rights under this ScheduleCompany but reporting to Yorkshire in which event the provisions of paragraph 4.4 shall apply.

Conduct of Claims. 6.1. 4.1 If a Buyer or a Group Company the Purchaser becomes aware of a any Demand the Purchaser shall give notice to the Seller, with reasonably sufficient details of the Demand and the potential Tax Claimliability, as soon as reasonably practicable. 4.2 In relation to any Demand the Buyer shall or Purchaser shall, and shall procure that the relevant Group Target Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) take reasonable endeavours to keep the Seller fully informed of material developments relating to the extent that it would involve Demand; (b) not transmit any material communication to any Tax authority in relation to the Demand without first giving the Seller a Group Company contesting reasonable opportunity to comment and without taking account of the Seller's reasonable comments; and (c) not agree the amount of the relevant Tax liability without the prior approval of the Seller (not to be unreasonably withheld). 4.3 If any Disputed Tax Claim before dispute arises between the Purchaser and the Seller as to whether to agree the amount of any court or other appellate bodyDemand, unless in such dispute shall be referred for determination to a Barrister, of at least 10 years call at the written opinion of tax counsel of appropriate English Bar with relevant experience experience, appointed by agreement between the Seller Purchaser and the Buyers Seller or in default of agreement appointed (if they do not agree) upon the application by either party to the President for the time being of the Institute Law Society, whose determination shall be final. The Barrister so appointed shall be asked to advise whether, in his opinion, (acting as an expert and not as an arbitrator), an appeal against the Demand would, on the balance of Chartered Accountants probabilities, be likely to succeed and shall be instructed, if the dispute relates to a Demand issued by a Tax authority outside the United Kingdom, to obtain such advice from professional advisers of the relevant jurisdiction as he thinks necessary in England order to arrive at his opinion, and Wales upon also to determine how the application costs of either obtaining his opinion should be allocated between the Buyer parties hereto. If, but only if, such opinion is in the affirmative shall an appeal be made and that Demand not then settled. Any further dispute arising between the parties as to whether any further appeal should be pursued following determination of an earlier appeal (whether or not in favour of the Company) shall be resolved in a similar manner. The Purchaser shall not be obliged to make any such appeal unless the Seller an appeal is a reasonable course shall indemnify and at the request of action given the Purchaser secure the Purchaser and the Company to the Purchaser's satisfaction against the relevant percentage of all the circumstances including the likelihood of success; or (b) losses, costs, interest, damages and expenses and any further liability to Tax which may be incurred thereby and provided that where the Tax Claim or action derives from or arises out of or liability which is in connection with any dishonest or fraudulent act or omission or willful default by or the subject of the Demand has to be paid before an appeal can be made the Purchaser shall not be obliged to procure the Company to take any such action until the Seller at any time or by or of a Group Company prior shall have paid to the Closing; or (c) should Purchaser, or at its direction, the SellerCompany, following receipt for the purpose of written notice of discharging the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) ifliability, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect the relevant percentage of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director said liability. The Purchaser shall have conduct of any member such appeal subject to the Seller and Purchaser having the same rights and obligations in relation to the conduct of the Buyers’ Tax Group, or any company that is at the time appeal as in question relation to a member of the Buyers’ Tax GroupDemand under paragraph 4.2. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.

Conduct of Claims. 6.1. 7.1 If a Buyer the Purchaser or a Group the Company becomes shall become aware of any Claim which is likely to give rise to a liability on the Warrantors under this Tax ClaimDeed, the Buyer Purchaser shall give notice of or procure that notice of is given as soon as reasonably practicable to the Warrantors. 7.2 As regards any Claim and subject to the provisions of clause 7.3 the Purchaser shall take or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller Warrantors may by written notice given to the Purchaser reasonably request by notice in writing to avoid, cause the Claim to be withdrawn or to dispute, defend, resist, appeal against, compromise or compromise defend the Claim and any determination or adjudication in respect thereof or to apply to postpone (so far as legally possible) the payment of any Tax Claim (a “Disputed Tax Claim”) or pending the determination of any matter relating appeal but subject to the Disputed Tax Claim but only provided that Purchaser and the Seller shall first (Company being indemnified to the Buyers’ their reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required satisfaction by the Buyers) Warrantors against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action all losses (including any additional liability Taxation Liability), interest, costs, damages and expenses which may be incurred by the Purchaser or the Company, and Provided that: 7.2.1 any request made by the Warrantors pursuant to Tax). 6.4. Without this clause 7.2 shall be made within a reasonable time of receipt by the Warrantors of any notice given by the Purchaser to the Warrantors in accordance with clause 7.1 and if, on the expiry of a period of 21 days commencing on the date of receipt by the Warrantors of such notice, the Warrantors shall not have given to the Purchaser notice of their intentions in respect of the Claim or shall not have provided satisfactory indemnities in accordance with this clause 7.2 the Purchaser and the Company shall be entitled to satisfy or settle or deal with the Claim on such terms as they shall in their discretion reasonably think fit but without prejudice to the liability of the Seller their rights and remedies under this Schedule, Tax Deed; 7.2.2 the Buyers Purchaser and the Company shall not be obliged to take or procure comply with any request of the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company Warrantors which involves contesting any Disputed Tax Claim assessment for Taxation before any court or any other appellate body, body (other than the General or Special Commissioners of HM Revenue &Customs or a VAT Tribunal) unless they have been advised in the written opinion of writing by tax counsel of appropriate relevant experience appointed at least 5 years call instructed by agreement between the Seller Purchaser and the Buyers or Warrantors at the expense of the Warrantors that an appeal against the assessment for Taxation in default question will, on the balance of agreement appointed probabilities, be won by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; Purchaser or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle , the Tax Liability on such terms as Company; 7.2.3 neither the Purchaser nor the Company shall be obliged to take any action which it may reasonably considers to be materially prejudicial to the Taxation affairs of any company in its absolute discretion think fit without prejudice to any the group of companies of which the Buyers’ rights under this SchedulePurchaser is for the time being a member.

Conduct of Claims. 6.1. 4.1 If a Buyer the Purchaser or a Group the Company becomes aware of any Claim for Tax which gives or may give rise to a Tax Claim, the Buyer shall Purchaser shall, or shall procure that the relevant Group Company shall as soon as reasonably practicable give written notice of the Claim for Tax to the Warrantors. 4.2 The Purchaser shall, or shall procure that the Company shall, supply the Warrantors with such available and relevant details, documentation, correspondence and information and shall take such action as the Warrantors may reasonably request in writing to negotiate, avoid, dispute, resist, compromise, defend or appeal against the Claim for Tax and any adjudication in respect of the Claim for Tax provided that the Warrantors shall first indemnify the Company and the Purchaser to the reasonable satisfaction of the Purchaser against all reasonable costs and expenses which may be incurred in relation to the same and provided further that:- 4.2.1 neither the Purchaser nor the Company shall be obliged to comply with any request of the Warrantors that involves contesting any claim for tax before any tribunal, court or appellate body, excluding the General Commissioners of HM Revenue and Customs, the Special Commissioners of HM Revenue and Customs or the Value Added Tax Tribunal, unless Tax counsel of appropriate standing instructed by agreement between the Purchaser and the Warrantors (and with the Purchaser approving the Instructions to Counsel and being invited to any conference with Counsel) and at the sole expense of the Warrantors has recommended that course of action in writing; 4.2.2 neither the Purchaser nor the Company shall be obliged to take any step which it reasonably considers would be materially prejudicial to the Tax affairs of the Purchaser or the Company or their dealings with any Tax Authority and, where the Warrantors have conduct of the claim for tax pursuant to paragraph 4.2.4 below, the Warrantors shall not take any step which either the Purchaser or the Company reasonably considers to be so prejudicial; 4.2.3 the provisions of this paragraph 4.2 shall not apply to any Tax Claim where any Tax Authority alleges fraudulent conduct or conduct involving dishonesty on the part of the Company or any person acting on its behalf in relation to the matter giving rise to the claim; 4.2.4 the Warrantors shall not be entitled to conduct negotiations and proceedings in respect of the claim for tax in the name of the Company save where the claim relates to a liability within paragraph 1.5, 1.6 or 1.7 of Part 3 in which case the following shall apply:- 4.2.4.1 the Warrantors shall keep the Purchaser fully informed of the progress of the claim for tax; 4.2.4.2 the Purchaser promptly receives copies of all written correspondence with any Tax Authority insofar as it is relevant to the claim for tax; 4.2.4.3 the Purchaser is invited to any meeting which the Warrantors or their agents attend with any representative of a Tax Authority which relates to the claim for tax; 4.2.4.4 the Purchaser is afforded the opportunity to comment within a reasonable period of time give on any correspondence, return or other document prior to its submission to the relevant Tax Authority and the Warrantors shall take into account such comments so far as they are reasonable; 4.2.4.5 no correspondence, return or other document is submitted to a Tax Authority which is not, so far as the Warrantors are aware, complete, true and accurate in all respects; 4.2.4.6 no correspondence is submitted to, or any agreement reached with, any Tax Authority without the prior approval of the Purchaser (such approval not to be unreasonably withheld or delayed); and 4.2.4.7 the Warrantors shall not take any steps which the Purchaser reasonably considers would be materially prejudicial to the Tax Affairs of the Purchaser or the Company or their dealings with any Tax Authority; 4.2.5 a Warrantor's rights under this Clause 4 cease if that Warrantor is declared bankrupt. 4.3 The Purchaser shall keep the Warrantors fully informed of the progress in settling the relevant Claim for Tax and shall, as soon as reasonably practicable, forward, or procure to be forwarded to the Warrantors, copies of all material correspondence pertaining to it. 4.4 If the Warrantors do not request the Purchaser to take any action under this Clause within 28 days of notice to the Seller Warrantors or no action is required to be taken by virtue of any of the Tax Claim, provided always that provisions of this Clause the giving Purchaser shall be free to satisfy or settle the relevant claim for tax on such terms as it may in its absolute discretion think fit. 4.5 The compliance of such notice the Purchaser and/or the Company with the provisions of this Clause shall not be a condition precedent to the liability of the Seller under this ScheduleWarrantors. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.

Conduct of Claims. 6.1. 5.1 If a the Buyer or a Group Company becomes become aware of any Tax Authority Action or any other circumstance which gives or may give rise to a Tax ClaimSchedule Claim or a Tax Warranty Claim (including, without limitation, the preparation or submission of any notice, return, computation or assessment by or on behalf of a Group Company from which it appears that a Tax Liability is likely to arise) (a “Tax Issue”) the Buyer shall shall, or shall procure that the relevant a Group Company shall within a reasonable time shall, as soon as reasonably practicable, give written notice to (the Seller “Notice of Claim”) of the Tax Claim, provided always that Issue to the giving of Seller’s Representative but such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. 5.2 If the Seller becomes aware of a Tax ClaimSeller’s Representative so requests in writing, the Seller Buyer shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, or shall procure that a Group Company shall supply the Seller’s Representative with such available and relevant Group Companies shall) details, documentation, correspondence and information and shall (subject to Paragraph 5.5 of this Schedule 8) take such action as the Seller Seller’s Representative may reasonably request by notice in writing to negotiate, avoid, dispute, defend, resist, compromise, defend or appeal or compromise against the Tax Issue and any adjudication in respect of the Tax Claim Issue provided that: (a) the Seller’s Representative shall not be entitled to require a “Disputed Tax Claim”) Group Company to delegate the conduct of such action (or any matter relating part of it) to himself, the Disputed Tax Claim but only provided that Seller or any agent or professional adviser of the Seller; and (b) the Seller shall first indemnify and (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as extent reasonably required by the BuyersBuyer taking into account the relative size of any potential liabilities and resources of and available to the Seller) secure any Group Company and the Buyer to the reasonable satisfaction of the Buyer against any lossesloss, damages, costs or reasonable costs, reasonable expenses which it may suffer or incur as a result of taking such action and liabilities (including any additional liability Tax) which may be suffered or incurred as a consequence of any action taken in accordance with this Paragraph 5 of this Schedule 8 and shall put in place arrangements with which the Buyer, acting reasonably, is satisfied to Tax)ensure that the Seller pay all sums that may become due under this Schedule 8 in respect of the Tax Schedule Claim. 6.4. Without prejudice 5.3 If the Seller’s Representative does not request the Buyer or a Group Company to take action pursuant to this Paragraph 5 of this Schedule 8 within twenty-one (21) days of the Notice of Claim being given, or the Seller fails to indemnify the Buyer or a Group Company concerned, or entered into arrangements, as provided for in Paragraph 5.2(b) of this Schedule 8 above in either case to the liability satisfaction of the Seller under this ScheduleBuyer and the relevant Group Company, the Buyers Buyer or a Group Company shall be free to pay or settle the Tax Issue on such terms as they may in their absolute discretion think fit without further reference to the Seller or the Seller’s Representative. 5.4 The Buyer shall keep the Seller’s Representative reasonably informed of the progress in settling the relevant Tax Issue and shall, as soon as reasonably practicable, forward or procure to be forwarded to the Seller’s Representative copies of (or the relevant parts of) all material correspondence pertaining to it. 5.5 The Buyer shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claimthe following action: (a) agreeing to the extent that it would involve settlement or compromise of any Tax Issue or any proposal for the same which is reasonably likely to materially adversely affect the future liability to Tax of a Group Company Company, the Buyer or any member of the Buyer’s Group; (b) contesting any Disputed Tax Claim Issue before any tribunal, court or other appellate bodybody unless, unless in at the sole expense of the Seller, the Seller’s Representative obtains the written opinion of tax Tax counsel of appropriate relevant experience appointed by (and agreed with the Buyer, such agreement between the Seller not to be unreasonably delayed or withheld) after disclosure of all relevant information and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England documents and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given having regard to all the circumstances including circumstances, that on the likelihood balance of success; or (b) where probabilities the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior more likely than not to the Closing; orsucceed; (c) should complying with any unreasonable instruction of the Seller’s Representative or taking any action or procuring the taking of any action which it reasonably considers (i) may affect the future liability to Tax of a Group Company, following receipt the Buyer or any member of written notice the Buyer’s Group or (ii) may be prejudicial to the Tax, commercial or financial interests or the business of a Group Company, the Buyer or any member of the Buyer’s Group, or any person connected with them, or the normal administration and conduct of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing affairs of any further action to be taken by a Group Company, the Buyer or any member of the Buyer’s Group, or any person connected with them or any dealing they may have with a Tax Authority or (iii) is unreasonable or contrary to the legal obligations of a Group Company under Paragraph 6.3 where Company, the Buyer or any member of the Buyer’s Group, or any person connected with any of them or (iv) is not likely to result in a Buyer at any time seeks instructions from material reduction in the Seller’s liability pursuant to this Schedule 8; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take taking any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Buyer’s Group, or any company that is at the time in question a member of the Buyers’ Tax Buyer’s Group. 6.5. 5.6 If Paragraph 6.3 does not apply it is alleged by virtue of any provision Tax Authority in Paragraph 6.4writing, or there is any pending investigation or any Court judgment, that the relevant Buyer Seller (at any time) or a Group Company (as prior to the case may beCompletion Date) may satisfy has committed any act or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice omission constituting fraud or gross negligence relating to any issue (including Tax), Paragraphs 5.2 to 5.5 of this Schedule 8 shall not apply and the Buyers’ Seller’s Representative shall cease to have any rights under this Schedulethose Paragraphs.

Conduct of Claims. 6.1. Save in respect of a Specified Claim relating to Taxation (to which the provisions of the Tax Deed shall apply) or in respect of any claim, payment or adjustment to be made pursuant to Clause 4 or Schedule 5 or in respect of Specified Claims under Clause 9.1.7 which relate to claims under or in connection with insurance or reinsurance policies issued by the Operations: 8.7.1 If a Buyer or a Group Company any party to this Agreement (the "Claimant") becomes aware of any matter that is likely in the reasonable opinion of the Claimant to give rise to a Tax Claim, Specified Claim against another party to this Agreement (the Buyer "Recipient") under this Agreement notice of that fact shall be given to the Recipient as soon as and in any case within seven Business Days thereafter but failure to give such timely notice shall not affect the rights of the Claimant except to the extent that the Recipient is prejudiced by such failure. 8.7.2 Without prejudice to the validity of the claim or alleged claim in question the Claimant shall on reasonable terms allow and shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller Associated Companies of the Tax Claim, provided always that Claimant allow the giving Recipient and its accountants and professional advisers to investigate the matter or circumstance alleged to give rise to such claim and whether and to what extent any amount is payable in respect of such notice claim and for such purpose the Claimant shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing as soon as reasonably practicable give and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Associated Companies shall) take of the Claimant give subject to the Recipient providing an indemnity in terms reasonably satisfactory to the Claimant in respect of all reasonable out-of-pocket costs and expenses, all such action reasonable information and assistance including access to premises and personnel and the right to examine and copy or photograph any assets, accounts, documents and records as the Seller Recipient or its accountants or professional advisers may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that subject to Clause 8.4.3(iii) the Seller Claimant shall first (not be required to provide access to or copies of any information which is of a legally privileged nature. 8.7.3 If the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as Specified Claim in question is a result of taking such action (including any additional or in connection with a claim by or liability to Tax). 6.4. Without prejudice to the a third party then: (cx) no admission of liability shall be made by or on behalf of the Seller under this Schedule, Claimant or any Associated Company of the Buyers Claimant and the claim shall not be obliged to take compromised, disposed of or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being settled within 30 Business Days of the Institute of Chartered Accountants in England and Wales upon relevant notice served pursuant to Clause 8.4.1 (the application of either "Recipient's Assessment Period") without the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or consent of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action Recipient such consent not to be taken by a Buyer unreasonably withheld or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.delayed;

Conduct of Claims. 6.1. 5.1 If a Buyer or a Group Company becomes the Purchaser shall become aware of any claim which is likely to give rise to a Tax Claim, liability on the Buyer Covenantor hereunder the Purchaser shall or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller by way of the Tax Claim, provided always that the giving of such notice shall covenant but not be as a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing Covenantor hereunder gives notice thereof or procure that notice thereof is given as soon as reasonably practicable practical to the Covenantor and the Buyers shall be deemed to have given the Seller notice if possible giving an estimate of the Tax Claim on receipt of sums involved and shall not make any communication with any taxation authority in relation to such notification for the purpose of this Paragraph 6.2claim. 6.3. Subject to 5.2 As regards any claim the following provisions of this Paragraph 6.3, the Buyers Purchaser shall (and where relevant, take or shall procure that the relevant Group Companies shall) Company shall take any such action as the Seller Covenantor may by written notice given to the Purchaser reasonably request by notice in writing cause the claim to avoid, be withdrawn or to dispute, defend, resist, appeal against, compromise or compromise defend the claim and any Tax Claim determination in respect thereof or to apply to postpone (a “Disputed Tax Claim”so far as legally possible) or the payment of any matter relating tax pending the determination of any appeal but subject to the Disputed Tax Claim but only provided that Purchaser and the Seller shall first (Company being indemnified and secured to the Buyers’ reasonable satisfaction) indemnify satisfaction of the Buyers and/or the Group Companies (as required Purchaser by the Buyers) Covenantor against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action all losses (including any additional liability to Tax). 6.4. Without prejudice to taxation liability) interest, costs, damages and expenses which may be thereby incurred by the liability of Purchaser or the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax ClaimCompany and provided that : (a) any request made by the Covenantor pursuant to this Clause 5.2 shall be made within a reasonable time of receipt by the Covenantor of any notice given by the Purchaser to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless Covenantor in accordance with Clause 5.1 and if on the written opinion expiry of tax counsel the period of appropriate relevant experience appointed by agreement between 14 days commencing on the Seller and the Buyers or in default date of agreement appointed receipt by the President for Covenantor of such notice the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action Covenantor shall not have given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written Purchaser notice of the Tax Claim from a Buyer Covenantor's intention in respect of the claim or shall not have provided satisfactory indemnities or securities in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on this Clause 5.2 the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify Purchaser and the Buyers in writing of any further action Company shall be entitled to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy satisfied or settle or deal with the Tax Liability claim on such terms as it may they shall in its their absolute discretion think fit without prejudice to their rights and remedies under this Deed; (b) the Purchaser and the Company shall not be obliged to comply with any request of the Buyers’ rights under Covenantor which involves contesting any assessment for taxation before any court or any other appellant body unless they have been advised in writing by leading tax Counsel instructed by agreement between the Purchaser and the Covenantor at the expense of the Covenantor that an appeal against the assessment for taxation in question will on the balance of probably be won by the Purchaser or as the case may be the Company; (c) neither the Purchaser nor the Company shall be obliged to take any action which is likely to increase the future taxation liability of the Company in the group of companies of which the Purchaser is for the time being a member; and (d) the Purchaser may require the Covenantor to take in the name of the Company the action requested in accordance with this ScheduleClause 5.2 on such terms as the Purchaser in its absolute discretion thinks fit. 5.3 The Purchaser shall procure that the Company ensures that a claim to which this Deed applies is so far as is reasonably practicable dealt with separately from claims to which it does not apply and that any claim to which it does apply is not paid prematurely. 5.4 The Purchaser shall supply to the Covenantor copies of all material written correspondence with the Inland Revenue in relation to any dispute, failed negotiations or other proceedings conducted by or at the request of the Covenantor pursuant to Clause 5.2.

Conduct of Claims. 6.1. 7.1 If a Buyer the Purchaser or a Group Company becomes aware of a Tax any Claim, the Buyer Purchaser shall or shall procure that the relevant Group Company give written notice in accordance with Clause 3.2 and shall within a reasonable time give notice to keep the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing Vendor informed as soon far as reasonably practicable and the Buyers shall be deemed of all relevant information relating to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2matter. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers 7.2 The Purchaser shall (and where relevant, shall procure that the relevant Group Companies shall) Company, provided the Vendor previously indemnifies the Group Company and the Purchaser to the Purchaser's reasonable satisfaction against all liability, costs, damages or expenses which may be properly incurred thereby including any additional Liability for Taxation, take such action as the Seller Vendor may reasonably request by notice in writing given to the Purchaser to avoid, dispute, delay, defend, resist, appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to hereinafter defined as the Disputed Tax Claim but only "Dispute"), provided that no Group Company nor the Seller Purchaser shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take appeal or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment to Taxation raised on any of them if, the Vendor having been given notice of the Claim in accordance with Clause 3.2 and such assessment, the Purchaser has not within 30 days of the date of the notice received instructions in writing from the Vendor to do so. 7.3 In respect of a Claim which is not conducted by the Vendor, and subject to the Vendor previously indemnifying the Group Company and Purchaser in accordance with Clause 7.2, the Purchaser shall, and shall procure that each Group Company shall: 7.3.1 promptly submit all written communications relating to the Claim which are to be transmitted to the relevant Taxation Authority to the Vendor for its approval (not to be unreasonably withheld or demand delayed) allowing reasonable time for Tax the Vendor to review then taking account of the date on which the Group received notice of the Claim and any time limits which apply and shall only transmit them after such approval is given, except where it is a requirement for such necessary to submit an appeal before the relevant time limit; and 7.3.2 make no settlement or compromise of a Dispute and shall make no payment in respect of it without the prior approval of the Vendor, provided that this shall not prevent the making of a payment of Taxation on the latest date on which such payment can be paidmade before interest, unless payment has previously been made by the Seller to a Buyer of an amount equal fines, and/or penalties will apply to such Taxation unless the Vendor directs otherwise in writing and in respect has previously provided full indemnity and security to the reasonable satisfaction of it; orthe Purchaser against all such interest, fines, and/or penalties. (f) that requires a 7.4 If the Vendor does not request the Purchaser or the Group Company to take any action against any person who under Clause 7.2 of this Deed or fails to indemnify and secure the Purchaser and the Group Company to the Purchaser's reasonable satisfaction within a period of time (commencing with the date of the notice given to the Vendor) that is at reasonable having regard to the time in question either an employee or director nature of the Claim and the existence of any member time limit in relation 100 to avoiding, disputes, defending, resisting, appealing or compromising such Claim and which period shall not be less than 60 days or the Dispute concerns fraudulent or negligent conduct of the Buyers’ Tax Group, Vendor or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does Group Company prior to Completion (but not apply by virtue of any provision in Paragraph 6.4otherwise), the relevant Buyer Purchaser or Group Company shall have the conduct of the Dispute absolutely (as without prejudice to its rights under the case may beterms of this Deed) may satisfy or and shall be free to settle the Tax Liability Claim on such terms as it the Purchaser or the Group Company may in its absolute discretion think fit consider fit. 7.5 Subject to Clause 7.4, by agreement in writing between the Purchaser and the Vendor, the conduct of a Dispute shall be delegated to the Vendor upon the following terms, unless the Purchaser and the Vendor specifically agree otherwise in writing: 7.5.1 the Group Company, the Purchaser and the Vendor shall use their reasonable endeavours to keep each other fully informed of all matters pertaining to a Dispute and shall be entitled to see and keep copies of all relevant correspondence and notes or other written records (or a record of any oral discussions) as soon as practicable after receipt of the same with any Taxation Authority to the extent that it relates to a Dispute; 7.5.2 the appointment of solicitors or other professional advisers shall be notified to the Purchaser; 7.5.3 all written communications pertaining to the Dispute be prepared by the Vendor which are to be transmitted to the relevant Taxation Authority shall first be submitted to the Purchaser for approval and shall only be finally transmitted if such approval is given (unless when such transmission is required on order to meet a relevant time limit), which approval is not to be unreasonably withheld or delayed; and 7.5.4 the Vendor shall make no settlement or compromise of the Dispute or agree any matter in the conduct of the Dispute which is likely to affect the amount thereof or the future liability to Taxation of the Company or of the Purchaser without prejudice the prior approval of the Purchaser, such approval not to be unreasonably withheld or delayed. 7.5.5 the Vendor may pay amounts of the relevant Liability to Taxation to the relevant Taxation Authority in satisfaction (to the extent of such payment) of the liability of the Vendor under Clause 2.1 in respect of the Liability to Taxation in question. 7.5.6 Notwithstanding any other provision of this Deed, where the Vendor has conduct of a Claim, the Vendor may make payment of any amount under Clause 7.5.5 where it is necessary to avoid or avoid an increase to any item set out in Clause 1.8.2. 7.6 Neither the Purchaser nor any Group Company shall be subject to any claim by or liability to the Vendor for non-compliance with any of the Buyers’ rights under foregoing provisions of this ScheduleClause 7 if the Purchaser or the Group Company has bona fide acted in accordance with the written instructions of the Vendor.

Conduct of Claims. 6.1. If a Buyer 6.1 Subject to paragraphs 6.4 and 6.5, if the Purchaser or a Group Company becomes aware of a Tax ClaimAssessment relevant for the purposes of this Schedule, the Buyer shall Purchaser shall, or shall procure that the relevant Group a Company shall within a reasonable time shall, give written notice thereof to the Seller of within ten Business Days if the Tax Claim, provided always Assessment is subject to a time limitation of 30 days or less for an appeal and otherwise within 25 Business Days but so that the giving of such notice under this paragraph shall not be a condition precedent to the liability making of a claim under this Schedule unless the Seller is wholly prevented by the lack of notice from avoiding, resisting, appealing or compromising the Tax Assessment or from making a claim under this Schedule. 6.2any Tax Deed mentioned in paragraph 6.5. If the Seller becomes aware of The Purchaser shall procure that a Tax Claim, Company shall (if the Seller shall notify indemnify the Buyers in writing as soon as reasonably practicable and Company concerned to the Buyers shall be deemed to have given the Seller notice reasonable satisfaction of the Tax Claim Purchaser against all losses, costs, damages and expenses, including, without limitation, interest on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3overdue Taxation, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shallwhich may be incurred thereby) take such action and give such information and assistance in connection with the affairs of the Company concerned as the Seller may reasonably and promptly by written notice request by notice in writing to avoid, dispute, defend, resist, appeal or compromise the Tax Assessment. 6.2 Subject to sub-paragraph 6.3 the actions which the Seller may reasonably request under sub-paragraph 6.1 shall include (without limitation) the procuring of the Company concerned to apply to postpone (so far as legally possible) the payment of any Tax Claim (a “Disputed Tax Claim”) Taxation and/or allowing the Seller to take on or take over at its own expense the conduct of all or any matter relating to proceedings of whatsoever nature arising in connection with the Disputed Tax Claim but only provided Assessment in question, and, if the Seller takes on or takes over the conduct of proceedings, the Purchaser shall provide and shall procure that the Company concerned shall provide such information and assistance as the Seller may reasonably require in connection with the preparation for and conduct of those proceedings. 6.3 If the Seller elects to have conduct of a Tax Assessment in accordance with the provisions of this paragraph the Purchaser shall first (be kept informed of all matters pertaining thereto and all steps proposed to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required be taken by the BuyersSeller and shall be sent copies of all material correspondence in connection with the Tax Assessment in question. 6.4 In the case of a Liability to Taxation mentioned in sub-clause 2(2) against any losses, damages, costs or expenses which it may suffer or incur of the Telus 1997 Tax Deed arising as a result of taking such action (including any additional liability a Telus 1997 Covenantor or a Telus Company failing to Tax). 6.4. Without prejudice to the liability perform its obligations under clause 2(1) of the Seller under this Schedulethat Deed, the Buyers notice mentioned in paragraph 6.1 shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claim: (a) to the extent given within fourteen days if that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller is earlier than within ten Business Days and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer shall also in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days paragraph 6.5 below be given to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is Telus 1997 Covenantors at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Groupsame time. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.

Conduct of Claims. 6.1. 4.1 If a the Buyer or a Group the Company becomes aware of a Tax any Claim, the Buyer shall or shall procure that the relevant Group Company shall within a reasonable time as soon as reasonably practicable give notice of such Claim to the Seller of the Tax Claim, provided always Principal Sellers PROVIDED that the giving of such notice shall not be a condition precedent to the liability of the Seller Principal Sellers under this Schedule. 6.2. 4.2 If the Seller becomes aware of a Tax ClaimPrincipal Sellers shall first indemnify and secure the Company and the Buyer to their reasonable satisfaction against any Tax, additional Tax, losses, fines, penalties, interest, charges, damages, costs and expenses, the Seller shall notify the Buyers in writing as soon as reasonably practicable Company and the Buyers Buyer shall be deemed subject to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) clause 4.3 take such action as the Seller Principal Sellers may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal, compromise, or defend such Claim. 4.3 Neither the Buyer nor the Company shall be obliged to appeal or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any lossesClaim if, damageshaving given the Principal Sellers notice of the receipt of that Claim, costs or expenses which it may suffer or incur as a result has not within ten Business Days received instructions in writing from the Principal Sellers in accordance with the preceding provisions of taking such action (including any additional liability this clause to Tax)make that appeal. 6.4. Without prejudice to 4.4 Neither the liability of Buyer nor the Seller under this Schedule, the Buyers Company shall not be obliged to take or procure the taking of any action or further action under Paragraph 6.3 this clause in respect of any Claim if, in the reasonable opinion of the Buyer, either the Principal Sellers, or the Company prior to its being in the ownership of the Buyer, have committed acts or omissions which may constitute fraudulent or negligent conduct (within Section 36 Taxes Management A▇▇ ▇▇▇▇ or Finance A▇▇ ▇▇▇▇ Schedule 18 Paragraph 46). 4.5 Neither the Buyer nor the Company shall be required to take any action which either interferes with the normal course of its business or which in its reasonable opinion is likely to prejudice its business or its relationship with any Tax Claim:Authority or result in the Buyer or any company which forms part of the Buyer's group incurring a Liability to Tax or an increased Liability to Tax. (a) 4.6 Neither the Buyer nor the Company shall be obliged to the extent that it would involve a Group Company take any action under this clause 4 which involves contesting any Disputed Tax Claim before any court or other appellate body, body (excluding the Tax Authority demanding the Tax in question) unless in the Principal Sellers furnishes the Buyer with the written opinion of tax counsel of appropriate relevant experience appointed by agreement between at least five years' standing to the Seller effect that an appeal against the Claim in question will, on the balance of probabilities, be won. 4.7 The Buyer and the Buyers Company shall be at liberty, without reference to the Principal Sellers, to admit, compromise, settle, discharge or in default of agreement appointed by otherwise deal with any Claim after whichever is the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either earliest of:- 4.7.1 the Buyer or the Seller Company being notified by the Principal Sellers that they consider the Claim should no longer be resisted; 4.7.2 the expiry of a period of ten Business Days following the service of a notice by the Buyer or the Company on the Principal Sellers, requiring the Principal Sellers to clarify or explain the terms of any request made under clause 4.2 during which period no such clarification or explanation has been received by the Buyer or the Company; and 4.7.3 if appropriate, the expiration of any period prescribed by applicable legislation for the making of an appeal is a reasonable course of action given all against either the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing decision of any further action to be taken by a Buyer court or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and tribunal in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Groupsuch Claim, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy . 4.8 The Principal Sellers shall be bound to accept for the purposes of this Schedule any admission, compromise, settlement or settle discharge of any Claim and the Tax Liability on such terms as it may outcome of any proceedings relating thereto made or arrived at in its absolute discretion think fit without prejudice to any accordance with the provisions of the Buyers’ rights under this Scheduleclause 4.

Conduct of Claims. 6.1. 6.1 If a Buyer the Purchaser or a the relevant Group Company becomes aware of a Tax Authority Claim in respect of a Tax Liability which will or may give rise to a Tax Claim, the Buyer shall Purchaser will (or shall will procure that the relevant Group Company shall within a reasonable time will) as soon as reasonably practicable give notice written details of the relevant matters to the Seller of Vendors (unless the Tax Claim, provided always that the giving Vendors already have written details of such notice shall matters) but such written details will not be a condition precedent to the liability of the Seller Vendors under this Schedule. 6.2schedule. If Such written details shall include such available information as the Seller becomes aware of a Tax Claim, Vendors may reasonably require to assess the Seller shall notify the Buyers in writing as soon as reasonably practicable quantum and the Buyers shall be deemed to have given the Seller notice merits of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2Authority Claim. 6.3. Subject to the following provisions of this Paragraph 6.36.2 The Purchaser will (and, the Buyers shall (and where relevant, shall will procure that the relevant Group Companies shallCompany will): (a) take such action as the Seller Vendors may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal or compromise any Tax Authority Claim (a “"Disputed Tax Claim”"); and (b) afford the Vendors a reasonable opportunity to comment on the contents of any material correspondence sent by the Purchaser (or any matter relating the relevant Group Company) in relation to a Disputed Claim, before such correspondence is sent by the Purchaser (or the relevant Group Company), and will take into account the reasonable comments of the Vendors accordingly, subject to the Disputed Tax Claim but only provided that the Seller shall first Vendors agreeing (to the Buyers’ Purchaser's reasonable satisfaction) to indemnify the Buyers Purchaser and/or the relevant Group Companies Company (as required by the Buyersapplicable) against any losses, damages, reasonable costs or expenses which it they may suffer or properly incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall 6.3 Paragraph 6.2 will not be obliged to take or procure the taking of any action under Paragraph 6.3 apply in respect of any Tax Authority Claim: (a) to the extent that it would involve a the relevant Group Company contesting any Disputed Tax Claim before any court or other appellate body, body (excluding the authority or body which has made the Disputed Claim) unless in the written opinion Tax counsel (of tax counsel of appropriate relevant experience at least ten years' experience) appointed by agreement between the Seller Vendors and the Buyers or Purchaser opines, in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller writing, that an appeal is a reasonable course or challenge against the Tax Authority Claim in question will, on the balance of action given all the circumstances including the likelihood of success; orprobabilities, be won; (b) where the Tax Claim or action it derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time Vendors or by or of a Group Company prior to Completion or if the Closing; orPurchaser has reasonable grounds to believe that in connection with a Tax Authority Claim the conduct of the Vendors or a Group Company prior to Completion amounts to fraud; (c) should if within the Seller, Response Period following the Vendors' receipt of written notice of the Tax Authority Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer Purchaser or a Group Company, the Vendors: 74 (xx) do not request that the Purchaser or the relevant Group Company takes any action under Paragraph 6.3 where a Buyer at any time seeks instructions from the Sellerparagraph 6.2; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.

Conduct of Claims. 6.1. 4.1 If a the Buyer or a Group the Company becomes (or any of their officers, employees or agents) shall become aware of any Demand which will or is likely to give rise to a Tax Claim, the Buyer shall or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2the Tax Covenant or in respect of the Tax Warranties the Buyer shall give written notice thereof to the Seller. If The Buyer shall give such notice to the Seller becomes aware of on a Tax Claimtimely basis (having regard to any applicable time limit for appealing against or responding to the Demand) provided that where a statutory time limit is applicable for responding to or appealing against the Demand, the Seller Buyer shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller give written notice of the Tax Claim on Demand to the Seller no later than the tenth Business Day prior to the expiry of the said time limit or within 3 Business Days of its receipt of such notification for by the purpose of this Paragraph 6.2Buyer or the Company (whichever is the later). 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, 4.2 The Buyer shall procure that the relevant Group Companies shall) Company shall take such action as which the Seller may by written notice given to the Buyer reasonably request by notice in writing to avoid, dispute, defend, resist, appeal against, compromise, mitigate or compromise defend a Demand (any Tax Claim such action being an Action), provided always that: (a “Disputed Tax Claim”a) or any matter relating in each case, the Buyer and the Company shall be indemnified to the Disputed Tax Claim but only provided that Buyer’s reasonable satisfaction by the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required against any third party costs and expenses and additional Taxes which may be incurred by the BuyersBuyer or the Company in taking the Action; (b) against the Buyer and the Company shall not be obliged to comply with any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability request of the Seller under this Schedulewhich involves appealing, or otherwise taking any action in respect of, any Demand beyond the first appellate body (excluding the Taxation Authority which has made the Demand in question, the Buyers statutory pre-tribunal review, the Tax Chamber of the First-tier Tribunal and the Finance and Tax Chamber of the Upper Tribunal) unless the Seller furnishes the Buyer with the written opinion of Counsel of at least ten years call who is experienced in the subject matter of the Demand to the effect that an appeal in respect of the matter in question is reasonable; and (c) the Buyer shall not be obliged to take or procure the taking of any action under Paragraph 6.3 Action in respect of relation to a Demand where any Tax ClaimAuthority alleges in writing (which allegation is neither disproved or withdrawn) fraudulent conduct or conduct involving dishonesty has been committed by the Seller or, prior to Completion, the Company in relation to such Demand. 4.3 The Buyer shall in relation to any Action: (a) keep the Seller fully and promptly informed of all matters known to it or its advisers in connection with the Action; (b) promptly provide to the extent Seller copies of all documents and correspondence related to the Action; (c) procure that it would involve a Group Company contesting any Disputed Tax Claim before any court no substantive correspondence, pleading or other appellate bodydocument is sent, unless submitted, issued, entered into or in any way published by the Buyer, the Company or their advisers in connection with the relevant Action without the Seller’s prior written opinion consent, such consent not to be unreasonably withheld or delayed; (d) procure that no Action in respect of tax counsel which the Seller could be required to make a payment under this Schedule is settled or otherwise compromised without the Seller’s prior written consent, such consent not to be unreasonably withheld or delayed; PROVIDED THAT: (i) if the Seller does not request the Buyer to take any appropriate action within 20 Business Days of appropriate relevant experience notice to the Seller under paragraph 4.1, or (ii) should the Seller become insolvent and corporate action, or other steps are taken or legal proceedings are started for its winding up, dissolution or administration or for the appointment of a receiver or administrator of the Seller, the Buyer shall (without prejudice to its rights under this Schedule) be free to satisfy or settle the Action on reasonable terms. 4.4 If there is a dispute between the Seller and the Buyer as to whether or not any action requested by the Seller under paragraph 4.2 is reasonable or whether or not the withholding or delay of any approval required pursuant to paragraph 4.3(c) or (d) is reasonable and the dispute is not resolved between the Seller and the Buyer, such dispute shall be referred for determination to an independent member of the Chartered Institute of Taxation or to an independent accountant specialising in Tax matters, in either case, of at least 10 years’ experience, appointed by agreement between the Seller and the Buyers Buyer or in default of agreement appointed (if they do not agree) upon the application made by either party to the President President, for the time being being, of the Chartered Institute of Chartered Accountants in England and Wales upon Taxation who shall also be authorised to determine how the application costs of either obtaining his opinion should be allocated between the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Groupparties hereto. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.

Conduct of Claims. 6.1. 6.1 If a Buyer the Purchaser or a Group the Company becomes has notice or is otherwise aware of any Claim for Tax which gives or may give rise to a Tax Claim, Claim the Buyer Purchaser shall or shall procure that the relevant Group Company shall within a reasonable time give notice to the Seller of the Tax Claimforthwith, provided always that the giving of such notice shall but not be as a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware making of a Tax Claim, (and in any event, in the Seller shall notify case of the Buyers in writing as soon as reasonably practicable and receipt of a Claim for Tax consisting of any assessment or demand for Tax or for which the Buyers shall be deemed time for response or appeal is limited, not less than ten clear Business Days prior to have given the Seller day on which the time for response or appeal expires) give written notice of the Claim for Tax Claim on receipt of such notification for to the purpose of this Paragraph 6.2Covenantor. 6.3. Subject to 6.2 If the following provisions of this Paragraph 6.3Covenantor in writing reasonably requires, the Buyers Purchaser shall (and where relevant, or shall procure that the Company shall supply the Covenantor with such available and relevant Group Companies shalldetails, documentation, correspondence and information and shall (subject to sub-clause 6.3 below) take such action as the Seller Covenantor may reasonably request by notice in writing to avoid, dispute, defend, resist, negotiate avoid dispute resist compromise defend or appeal against the Claim for Tax and any adjudication in respect thereof PROVIDED THAT the Covenantor shall first indemnify the Company and the Purchaser against the Tax Liability for which the Covenantor is liable under this Deed. 6.3 The Purchaser shall procure that the Company shall: 6.3.1 make no settlement or compromise of the dispute without the prior approval of the Covenantor, which approval shall not be unreasonably withheld or delayed; and 6.3.2 not take any action or omit from doing any thing which it would not have done (or omitted from doing) had this deed not existed unless required by law or a Tax Authority to do so; and 6.3.3 do nothing or omit to take any action which would increase the Tax Liability for which the Covenantor is or may be liable under this deed other than any act or omission in the ordinary course of business of the Company or anything expressly provided for in this Deed, the Agreement or in the Audited Accounts. 6.4 The Purchaser shall keep the Covenantor fully informed of the progress in settling the relevant Claim (a “Disputed for Tax Claim”) and shall as soon as reasonably practicable forward, or any matter relating procure to be forwarded to the Disputed Tax Claim but only provided that the Seller shall first (Covenantor copies of all material correspondence pertaining to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax)it. 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers 6.5 The Purchaser shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claimthe following actions pursuant to sub-clause 6.2: (a) to the extent that it would involve a Group Company 6.5.1 contesting any Disputed Claim for Tax Claim before any court or other appellate bodybeyond the Court of Appeal (excluding for the avoidance of doubt the General Commissioners of Inland Revenue, the Special Commissioners of Inland Revenue or the Value Added Tax and Duties Tribunal in the United Kingdom (and any equivalent thereof outside the United Kingdom) unless in the Covenantor obtains the written opinion of leading tax counsel to the effect that the appeal in question will, on the balance of appropriate relevant experience appointed probabilities, succeed; 6.5.2 any action whatsoever requested by agreement between any receiver, administrator or trustee in bankruptcy; 6.5.3 any action or procure that the Seller and Company take any action if such action would have a materially adverse effect on the Buyers or in default amount of agreement appointed tax payable by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer Purchaser or the Seller an appeal Company in respect of a period after Completion. 6.6 If it is a reasonable course of action given all alleged that any Covenantor (at any time) or the circumstances including the likelihood of success; or Company (bprior to Completion) where the Tax Claim or action derives from or arises out of or is in connection with has committed any dishonest or fraudulent act or omission constituting fraudulent or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company negligent conduct relating to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does sub-clause 6.2 shall not apply by virtue of and the Covenantor shall cease to have any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Scheduleright thereunder.

Conduct of Claims. 6.1. If a Buyer or a Group Company becomes aware of a Tax Claim, the 6.1 The Buyer shall or shall procure that give notice to the relevant Group Company shall Tax Covenantor within a reasonable time of receipt of any Relevant Tax Claim, but no failure to give such notice to shall affect the Seller obligations of the Tax Claim, provided always that the giving Covenantor under Part III of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. 6.2 If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers so requested in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of by the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject Covenantor and subject to the following provisions of this Paragraph 6.3, paragraphs 6.3 and 6.4 the Buyers Buyer shall (and where relevant, shall take or procure that the relevant Group Companies shall) take Company, at the Tax Covenantor’s cost and expense, takes such action as the Seller Tax Covenantor may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal appeal, compromise or compromise any defend a Relevant Tax Claim provided that: (a “Disputed a) the Tax Claim”) or any matter relating to Covenantor indemnifies and secures the Disputed Buyer and the Company in such manner as the Buyer shall require against all losses, costs, damages and expenses, including interest on overdue Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required which may be incurred by the BuyersBuyer and the Company in taking action; and (b) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers Buyer shall not be obliged to take appeal or procure that the taking of any action under Paragraph 6.3 in respect of Company appeal against any Tax Claim: Liability to which the Relevant Tax Claim relates unless the Tax Covenantor has made the request and provided the indemnity and security referred to in paragraph (a) to the extent that it would involve a Group Company contesting any Disputed Tax Claim before any court or other appellate body, unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed above by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1earlier of: (i) fail within fifteen (15) Business Days to serve 15 days from the date on which notice on of the Buyers under Paragraph 6.3Relevant Tax Claim was given; or (ii) fail within fifteen (15) two clear Business Days before the last date on which an appeal may be made against the Tax Liability to notify which the Buyers in writing of any further action to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; orRelevant Tax Claim relates; (dc) if, in neither the Buyers’ reasonable opinion, Buyer nor the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would shall be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company to take any action against under this paragraph which involves contesting any person who is Tax Liability to which the Relevant Tax Claim relates before any court or appellate body (other that the relevant Tax Authority) unless the Tax Covenantor at its own expense and after disclosure of all relevant information and documents obtains and delivers to the time Buyer a written opinion of leading tax counsel to the effect that such an appeal will, on balance, be successful. 6.3 The provisions of paragraph 6.2 above shall not apply where in question either an employee or director of any member the Buyer’s reasonable opinion compliance with those provisions would be detrimental to the business of the Buyers’ Tax Group, or any company that is at the time in question Company taken as a member of the Buyers’ Tax Groupwhole. 6.5. If Paragraph 6.3 does 6.4 The provisions of paragraph 6.2 above shall not apply by virtue of any provision in Paragraph 6.4, and the relevant Buyer or Group the Company (as shall, without reference to the case may be) may satisfy Tax Covenantor, be entitled to admit, compromise, settle, discharge or settle otherwise deal with a Relevant Tax Claim or the Tax Liability to which a Relevant Tax Claim relates on such terms as at it may in its absolute discretion think fit and without prejudice to any right or remedy under this Tax Covenant if it appears to the Buyer that on or before Closing there was any act or failure to act by any of the Buyers’ rights under this ScheduleCompany or the Tax Covenantor which might constitute fraud in relation to any Tax Liability. 6.5 In connection with the conduct of a dispute relating to a Relevant Tax Claim the Tax Covenantor shall not settle or compromise the dispute or agree anything in its conduct, which is likely to affect the amount involved or the future Tax Liability of the Company or the Buyer, without the prior approval of the Buyer.

Conduct of Claims. 6.1. 2.1 If the Target receives a Buyer or a Group Company becomes aware of a Tax ClaimClaim for Tax, the Buyer shall or shall procure that the relevant Group Company Target shall within a reasonable time give written notice of such Claim for Tax to the Seller of the Tax Claim, provided always that the giving of such notice shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing Warrantors as soon as reasonably practicable and and, in any event, in the Buyers case where the Claim for Tax consists of an assessment or demand for which the period for response or appeal is time limited, within ten Business Days of receipt of such assessment or demand (provided that failure to deliver such notice within such time frame shall be deemed not restrict the ability of the Buyer to have given make a claim against the Seller notice Warrantors pursuant to this Schedule or for breach of the Tax Claim on receipt of such notification for the purpose Warranties). 2.2 Subject to this paragraph 2.2 and paragraph 3.4 to 3.6 of this Paragraph 6.2. 6.3. Subject to Part the following provisions of this Paragraph 6.3, the Buyers Buyer shall (and where relevant, or shall procure that the relevant Group Companies shall) Target shall take such action as the Seller may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal appeal, compromise or compromise contest any Claim for Tax Claim as the Warrantors may reasonably request in writing provided that: (a “Disputed Tax Claim”a) neither the Buyer nor the Target shall be required to delegate the conduct of such action to the Warrantors or any matter relating to the Disputed Tax Claim but only provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs professional agent or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability adviser of the Seller under this Schedule, Warrantors; (b) the Buyers Buyer shall not be obliged to procure any such action unless the Warrantors have indemnified the Buyer and the Target to their reasonable satisfaction against any liabilities, costs or expenses (including additional Tax) which may be properly incurred; (c) neither the Buyer nor the Target shall be obliged to take or procure the taking of any action under Paragraph 6.3 requested by the Warrantors which could reasonably be said to be frivolous or vexatious, or which could adversely affect the Target’s or the Buyer’s future Tax position and the Buyer shall not be obliged to procure that such action is taken. 2.3 In relation to any action referred to in respect paragraph 3.2 of any Tax Claimthis Part the Buyer shall: (a) keep the Warrantors fully informed of all matters relating to the extent that it would involve action and deliver to the Warrantors copies of all correspondence relating to the action; (b) obtain the Warrantors’ prior written approval (not to be unreasonably withheld or delayed) to: (i) the appointment of solicitors or other professional advisers; and (ii) the content and sending of each material communication relating to the action to a Group Company Tax Authority; (c) obtain the Warrantors’ prior written approval (not to be unreasonably withheld or delayed) to: (i) the settlement or compromise of the Claim for Tax which is the subject of the action; and (ii) the agreement of any matter in the conduct of the action which is likely to affect the amount of the Claim for Tax. 2.4 The Target shall not be obliged to comply with any request of the Warrantors which involves contesting any Disputed Claim for Tax Claim before any court or other appellate body, body unless in the Warrantors obtains the written opinion of tax counsel of appropriate relevant experience appointed by agreement between at least ten years call that such contest will, on the Seller balance of probabilities, be successful. 2.5 The Buyer and the Buyers or in default of agreement appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales upon the application of either the Buyer or the Seller an appeal is a reasonable course of action given all the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or of the Seller at any time or by or of a Group Company prior to the Closing; or (c) should the Seller, following receipt of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action to Target shall be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Seller; or (d) if, in the Buyers’ reasonable opinion, the action requested by the Seller pursuant to Paragraph 6.3 is likely to affect materially and adversely the liability of a Buyer or a Group Company to Tax or the business or financial interests of any of them; or (e) if a Group Company would be required to appeal against any assessment or demand for Tax where it is a requirement for such an appeal that the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company free to take any such action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Group. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it they may in its their absolute discretion think fit and without prejudice to any their rights and remedies under this Schedule if within Twenty-one days of service of the Buyers’ rights notice under paragraph 2.1 of this SchedulePart the Warrantors fail to notify the Buyer of their intention to resist such Claim for Tax or fails within that period to give the indemnity referred to in paragraph 2.2(b) of this Part.

Conduct of Claims. 6.1. 4.1 If a Buyer or a Group Company becomes the Purchaser shall become aware of a Tax Claimany actual or potential claim under this Deed, it shall give written notice thereof to the Vendors and shall (subject to the Vendors indemnifying and securing the Purchaser, the Buyer shall Company, the Subsidiaries and the Patina JV Group as applicable to the Purchaser’s reasonable satisfaction against any liabilities, costs, damages or shall expenses which may be incurred thereby) take such action and procure that the Company, the relevant Group Company shall within a reasonable time give notice to Subsidiary and/or the Seller relevant member of the Tax Claim, provided always that the giving of such notice Patina JV Group shall not be a condition precedent to the liability of the Seller under this Schedule. 6.2. If the Seller becomes aware of a Tax Claim, the Seller shall notify the Buyers in writing as soon as reasonably practicable and the Buyers shall be deemed to have given the Seller notice of the Tax Claim on receipt of such notification for the purpose of this Paragraph 6.2. 6.3. Subject to the following provisions of this Paragraph 6.3, the Buyers shall (and where relevant, shall procure that the relevant Group Companies shall) take such action as the Seller Indemnifiers may reasonably request by notice in writing to avoid, dispute, defend, resist, appeal resist or compromise any Tax Claim (a “Disputed Tax Claim”) or any matter relating to the Disputed Tax Claim but only liability, provided that the Seller shall first (to the Buyers’ reasonable satisfaction) indemnify the Buyers and/or the Group Companies (as required by the Buyers) against any losses, damages, costs or expenses which it may suffer or incur as a result of taking such action (including any additional liability to Tax). 6.4. Without prejudice to the liability of the Seller under this Schedule, the Buyers shall not be obliged to take or procure the taking of any action under Paragraph 6.3 in respect of any Tax Claimthat: (a) neither the Company nor the relevant Subsidiary nor the Purchaser nor Patina JV Group shall be required to take any such action unless the Indemnifiers shall have produced to them the opinion of a counsel practising in the relevant area of law that such action is reasonable; and (b) neither the Company and/or the relevant Subsidiary nor the Purchaser or the Patina JV Group shall in any event be required to take any steps which would require any admission of guilt or liability relating to matters connected with the claim in question or which would affect the future conduct of the business of the Purchaser, the Company, any of the Subsidiaries, the Patina JV Group or any subsidiaries of the Purchaser or affect the rights or reputations of any of them. 4.2 The due date for the making of payments under this Deed shall be: (a) where the payment relates to a liability of the Company or any of the Subsidiaries or any member of Patina JV Group to make any payment in respect of Tax, the date which is five business days before the date on which such actual payment is due to be made to the extent that it would involve relevant authority; (b) where the payment relates to a Group Company contesting any Disputed Tax Claim before any court or other appellate bodymatter falling within Clauses 1.3(a), unless in the written opinion of tax counsel of appropriate relevant experience appointed by agreement between the Seller and the Buyers or in default of agreement appointed date falling five business days after such Vendors has been notified by the President Purchaser that the auditors for the time being of the Institute of Chartered Accountants in England and Wales upon Company, the application of either the Buyer relevant Subsidiary or the Seller an appeal is a reasonable course relevant member of action given all Patina JV Group have certified at the circumstances including the likelihood of success; or (b) where the Tax Claim or action derives from or arises out of or is in connection with any dishonest or fraudulent act or omission or willful default by or request of the Seller at any time Purchaser, the Company, the relevant Subsidiary or by or the relevant member of Patina JV Group that such Vendors has a Group Company prior to the Closing; orliability for a determinable amount under Clause 2; (c) should where the Sellerpayment relates to a matter falling within Clause 1.3(b), following receipt the date on which the repayment of written notice of the Tax Claim from a Buyer in accordance with Paragraph 6.1: (i) fail within fifteen (15) Business Days to serve notice on the Buyers under Paragraph 6.3; or (ii) fail within fifteen (15) Business Days to notify the Buyers in writing of any further action would otherwise have been due to be taken by a Buyer or a Group Company under Paragraph 6.3 where a Buyer at any time seeks instructions from the Sellermade; orand (d) if, in the Buyers’ reasonable opinioncase of costs and expenses within Clause 2(c), the action requested date on which the relevant member of the Group, the Patina JV Group or the Purchaser become liable to pay such costs and expenses. 4.3 The Indemnifiers shall give all such assistance and provide such information as the Purchaser shall reasonably request from time to time for the purpose of enabling the Purchaser or any member of the Group to make returns and provide information as required to any authority and to negotiate any liability. 4.4 If any sum payable by the Seller pursuant Indemnifiers to Paragraph 6.3 is likely to affect materially and adversely the liability Purchaser, the Company, any of a Buyer or a the Subsidiaries and/or any member of the Patina JV Group Company under this Deed shall be subject to Tax (whether by way of deduction or withholding or direct assessment of the business or financial interests of any of them; or (e) if a Group Company would person entitled thereto), such payment shall be required to appeal against any assessment or demand for Tax where it is a requirement for increased by such an appeal amount as shall ensure that after deduction, withholding or payment of such Tax the Taxation be paid, unless payment has previously been made by the Seller to a Buyer of recipient shall have received an amount equal to such Taxation and in respect of it; or (f) that requires a Group Company the payment otherwise required hereby to take any action against any person who is at the time in question either an employee or director of any member of the Buyers’ Tax Group, or any company that is at the time in question a member of the Buyers’ Tax Groupbe made. 6.5. If Paragraph 6.3 does not apply by virtue of any provision in Paragraph 6.4, the relevant Buyer or Group Company (as the case may be) may satisfy or settle the Tax Liability on such terms as it may in its absolute discretion think fit without prejudice to any of the Buyers’ rights under this Schedule.