Common use of GST Clause in Contracts

GST. (a) Words or expressions used in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words 8.1 This clause applies if a party to this Agreement is, or becomes, liable to pay GST regarding any Supply of goods, services or anything else under this Agreement. 8.2 Capitalised expressions used that are not defined in this clause 24.2 that are Agreement but have a defined meaning in the GST Law Act have the same meaning in this clause 24.28. 8.3 If a party (bSupplier) Any makes a Taxable Supply under this Agreement, then the Recipient of the Taxable Supply, must pay the Supplier the GST payable on the Taxable Supply in addition to the consideration for the Supply. 8.4 Within seven days of a Supply being made under this Agreement, the Supplier must provide to be paid the Recipient a Tax Invoice or provided under or in connection other documentation that complies with this document, the requirements for a supply made or to be made valid Tax Invoice under or in connection with this document, does not include an amount on account of GSTthe GST Act. (c) To 8.5 Subject to the extent that any supply made Supplier issuing a Tax Invoice to the Recipient as required under or in connection with this document is a taxable supplyclause 8.4, the consideration payable or to be provided for that supply but for Recipient must pay the application of GST on the Taxable Supply under this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal Agreement to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, Supplier at the same time as the GST Exclusive Amount is required Recipient pays the consideration for the Supply to be paid the Supplier. 8.6 Despite any other provision of this agreement, if the whole or provided part of any consideration under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document Agreement is a reimbursement or indemnificationan indemnity to one party of an expense, calculated by reference loss, outgoing or liability incurred or to a Loss be incurred by that the other party, then the payment consideration excludes any GST included in such expense, loss, outgoing or liability incurred or to be incurred for which the other party can claim an Input Tax Credit. The other party will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit Input Tax Credit unless it provescan establish otherwise. 8.7 If an Adjustment Event occurs regarding a Supply under this Agreement, before the date on Supplier must issue to the Recipient an Adjustment Note regarding the Adjustment Event within seven days of the Supplier becoming aware of the Adjustment Event. 8.8 If the Adjustment Note gives effect to an Increasing Adjustment, the Recipient must pay to the Supplier the GST component of the Increasing Adjustment not later than the fourteenth Business Day of the month following the month in which the payment Adjustment Note is issued to the Recipient. 8.9 If the Adjustment Note gives effect to a Decreasing Adjustment, the Supplier must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by pay to the Recipient the GST payable component of the Decreasing Adjustment not later than the fourteenth business day of the month following the month in relation which the Adjustment Note is issued to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedRecipient. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used Any reference in this clause 24.2 that are to a term defined or used in the GST Law have A New Tax System (Goods and Services Tax) Act 1999 is, unless the same meaning context indicates otherwise, a reference to that term as defined or used in this clause 24.2that Act. (b) Any Unless expressly included, the consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document Agreement does not include an amount on account of GST in respect of the supply ("GST Exclusive Consideration") except as provided under this clause. (c) Any amount referred to in this Agreement (other than an amount referred to in clause 21(f)) which is relevant in determining a taxable supplypayment to be made by one of the parties to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis. (d) To the extent that GST is payable in respect of any supply made by a party ("Supplier") under or in connection with this Agreement, the consideration payable or to be provided under this Agreement for that supply but for the application of this clause 24.2 (GST Exclusive Amountunless it is expressly stated to include GST) must be is increased by an additional amount equal to the GST that Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the supplier rate at which GST is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountsupply. (de) The GST Amount recipient must be paid by pay the recipient of the taxable supply additional amount payable under clause 21(d) to the supplier without set-off, deduction or requirement for demand, Supplier at the same time as the GST Exclusive Amount Consideration is otherwise required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyprovided. (ef) Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this Agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 21(d), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable. (g) If one of the parties to this Agreement is entitled to be reimbursed or indemnified for a payment to a party under loss, cost, expense or outgoing incurred in connection with this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that partyAgreement, then the amount of the reimbursement or indemnity payment will must first be reduced by the an amount of equal to any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. indemnified (for its representative member) If a party is a member of a GST groupentitled in relation to that loss, references to GST that cost, expense or outgoing and then, if the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST group must pay and input tax credits to which the representative member is entitledin accordance with clause 21(f). (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions In this clause 8.5: (i) a term which has a defined meaning in the GST Act has the same meaning when used in this clause 24.2 that are defined in clause; and (ii) each periodic or progressive component of a supply to which section 156-5(1) of the GST Law have the same meaning in this clause 24.2Act applies will be treated as though it is a separate supply. (b) Any consideration to be paid or provided under or All fees and charges in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account the Agreement unless otherwise stated are expressed exclusive of GST. (c) To the extent that If GST is liable to be remitted by Viterra in respect of any taxable supply made to the Client under this Agreement, the Client must pay any such GST in addition to any other amounts payable, or any other consideration to be provided, under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 Agreement (GST Exclusive Additional Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount consideration, or the first part of the consideration, as the case may be, for the taxable supply is required to be paid or provided under this document, except provided. (d) Viterra will provide the recipient need not pay unless the recipient has received Client with a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where complies with the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyLegislation. (e) If a payment an adjustment event occurs in relation to a party under taxable supply referred to in this document is a reimbursement or indemnificationclause 8.5, calculated by reference to a Loss incurred by that party, then and the payment will be reduced by Additional Amount differs from the amount of any input tax credit GST for which Viterra is liable to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before remit: (i) the date on which the payment Additional Amount must be made, adjusted to reflect the adjustment event; (ii) Viterra or the Client (as the case may be) must make any payments necessary to reflect the adjustment; and (iii) Viterra will issue an adjustment note that its entitlement is otherwise and, if a taxable supply, must be increased by complies with the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLegislation. (f) If a party Where the Client is a member required to indemnify Viterra, or is required to pay or reimburse the costs of a GST groupViterra, references the Client agrees to GST that pay the party must pay, and to relevant amount less any input tax credits to which the party is entitled, include GST that Viterra (or to which the representative member of the GST group must pay and input tax credits to of which the representative member Viterra is a member) is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration an amount payable under this document will agreement is to be adjusted calculated by reference to: (i) the price to enable be received for a taxable supply then, for the Service Provider purposes of that calculation, the price is reduced to recover its resulting net increased coststhe extent that it includes any amount on account of GST; and (ii) the price to be paid or provided for an acquisition then, for the purposes of that calculation, the price is reduced to the extent that an input tax credit is available for the acquisition.

GST. (a) Words or expressions In this clause 8.5: (i) a term which has a defined meaning in the GST Act has the same meaning when used in this clause 24.2 that are defined in clause; and (ii) each periodic or progressive component of a supply to which section 156-5(1) of the GST Law have the same meaning in this clause 24.2Act applies will be treated as though it is a separate supply. (b) Any consideration to be paid or provided under or All fees and charges in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Agreement unless otherwise stated are expressed exclusive of GST. (c) To the extent that If GST is liable to be remitted by Viterra in respect of any taxable supply made to the Client under this Agreement, the Client must pay any such GST in addition to any other amounts payable, or any other consideration to be provided, under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 Agreement (GST Exclusive Additional Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount consideration, or the first part of the consideration, as the case may be, for the taxable supply is required to be paid or provided under this document, except provided. (d) Viterra will provide the recipient need not pay unless the recipient has received Client with a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where complies with the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyLegislation. (e) If a payment an adjustment event occurs in relation to a party under taxable supply referred to in this document is a reimbursement or indemnificationclause 8.5, calculated by reference to a Loss incurred by that party, then and the payment will be reduced by Additional Amount differs from the amount of any input tax credit GST for which Viterra is liable to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before remit: (i) the date on which the payment Additional Amount must be made, adjusted to reflect the adjustment event; (ii) Viterra or the Client (as the case may be) must make any payments necessary to reflect the adjustment; and (iii) Viterra will issue an adjustment note that its entitlement is otherwise and, if a taxable supply, must be increased by complies with the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLegislation. (f) If a party Where the Client is a member required to indemnify Viterra, or is required to pay or reimburse the costs of a GST groupViterra, references the Client agrees to GST that pay the party must pay, and to relevant amount less any input tax credits to which the party is entitled, include GST that Viterra (or to which the representative member of the GST group must pay and input tax credits to of which the representative member Viterra is a member) is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration an amount payable under this document will agreement is to be adjusted calculated by reference to: (i) the price to enable be received for a taxable supply then, for the Service Provider purposes of that calculation, the price is reduced to recover its resulting net increased coststhe extent that it includes any amount on account of GST; and (ii) the price to be paid or provided for an acquisition then, for the purposes of that calculation, the price is reduced to the extent that an input tax credit is available for the acquisition.

GST. 33.1 In this clause 33: (a) Words or unless otherwise stated, words and expressions used which are not defined in this clause 24.2 that are Agreement, but which have a defined meaning in the GST Law have the same meaning as in this clause 24.2.the GST Law; and (b) Any a reference to a party or an entity includes the representative member of any GST group of which the relevant party or entity is a member. 33.2 Unless otherwise expressly stated, all prices or other sums payable, or consideration to be paid or provided to a party under this Agreement, are exclusive of GST. 33.3 Subject to this clause 33, if a party (Supplier) makes a taxable supply to another party (GST Recipient) under or in connection with this document, for a supply made or to be made under or Agreement in connection with this document, does not include an amount on account respect of GST. (c) To the extent that any supply made under or in connection with this document which GST is a taxable supplypayable, the consideration payable or to be provided for that supply but for GST Recipient must pay the application of this clause 24.2 (GST Exclusive Amount) must be increased by Supplier an additional amount equal to the GST that payable on the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that unless the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of consideration for the taxable supply was specified to the supplier without set-off, deduction or requirement for demand, include GST). The additional amount is payable at the same time as that any part of the GST Exclusive Amount consideration for the supply is required to be first paid or provided under this document, except the recipient need not pay unless the recipient has received provided. The Supplier must provide a tax invoice (or to the GST Recipient in accordance with the GST Law. 33.4 If an adjustment note) prior to any payment for that event arises in respect of a taxable supply. Where supply made by a Supplier under this Agreement, the amount payable by the GST is not referable to an actual payment then it Recipient will be payable within ten (10) Business Days of recalculated to reflect the adjustment event and a tax invoice being issued payment will be made by the party making GST Recipient to the supplySupplier or by the Supplier to the GST Recipient as the case requires. The Supplier must provide an adjustment note to the GST Recipient in accordance with the GST Law. (e) 33.5 If the GST payable in relation to a supply is less than the amount the GST Recipient has paid the Supplier under clause 33.3, the Supplier is only obligated to pay a refund of GST to the GST Recipient to the extent the Supplier receives a refund of that GST from the Commissioner. 33.6 If a payment to a party under this document Agreement is a reimbursement or indemnification, calculated by reference to a Loss loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for on the acquisition of the supply to which that Loss. That party is assumed to be entitled to a full input tax credit unless it provesloss, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed cost or indemnifiedexpense relates. (f) If a party is a member of a GST group, references to GST that 33.7 This clause 33 will survive the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date termination of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsAgreement by any party.

GST. (a) Words or expressions used Any reference in this clause 24.2 that are to a term defined or used in the GST Law have A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ is, unless the same meaning context indicates otherwise, a reference to that term as defined or used in this clause 24.2that Act. (b) Any Unless expressly included, the consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document Agreement does not include an amount on account of GST in respect of the supply ("GST Exclusive Consideration") except as provided under this clause. (c) Any amount referred to in this Agreement (other than an amount referred to in clause 21(f)) which is relevant in determining a taxable supplypayment to be made by one of the parties to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis. (d) To the extent that GST is payable in respect of any supply made by a party ("Supplier") under or in connection with this Agreement, the consideration payable or to be provided under this Agreement for that supply but for the application of this clause 24.2 (GST Exclusive Amountunless it is expressly stated to include GST) must be is increased by an additional amount equal to the GST that Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the supplier rate at which GST is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountsupply. (de) The GST Amount recipient must be paid by pay the recipient of the taxable supply additional amount payable under clause 21(d) to the supplier without set-off, deduction or requirement for demand, Supplier at the same time as the GST Exclusive Amount Consideration is otherwise required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyprovided. (ef) Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this Agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 21(d), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable. (g) If one of the parties to this Agreement is entitled to be reimbursed or indemnified for a payment to a party under loss, cost, expense or outgoing incurred in connection with this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that partyAgreement, then the amount of the reimbursement or indemnity payment will must first be reduced by the an amount of equal to any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. indemnified (for its representative member) If a party is a member of a GST groupentitled in relation to that loss, references to GST that cost, expense or outgoing and then, if the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST group must pay and input tax credits to which the representative member is entitledin accordance with clause 21(f). (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or In this clause 22.4: (i) words and expressions used which are not defined in this clause 24.2 that are Deed but which have a defined meaning in the GST Law have the same meaning as in this clause 24.2the GST Law; and (ii) references to GST payable and input tax credit entitlement include GST payable by, and the input tax credit entitlement of, the representative member for a GST group of which the entity is a member. (b) Any Unless otherwise expressly stated, all prices or other sums payable or consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Deed are exclusive of GST. (c) To the extent that If GST is payable on any supply made by a party (or any entity through which that party acts) (Supplier) under or in connection with this document is a taxable supplyDeed, the consideration payable or recipient will pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by Supplier an additional amount equal to the GST that payable on the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountsupply. (d) The GST Amount must be paid by recipient will pay the recipient of the taxable supply amount referred to the supplier without set-offin clause 22.4(c) in addition to, deduction or requirement for demand, and at the same time as that, the GST Exclusive Amount consideration for the supply is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyDeed. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment The Supplier must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and deliver a tax invoice must be provided by or an adjustment note to the party being reimbursed recipient before the Supplier is entitled to payment of an amount under clause 22.4(c) and the recipient can withhold payment of the amount until the Supplier provides a tax invoice or indemnifiedan adjustment note, as appropriate. (f) If there is an adjustment event in relation to a party is supply that results in the amount of GST on a member supply being different from the amount in respect of a GST groupalready recovered by the Supplier, references the Supplier within 14 days of becoming aware of the adjustment event: (i) on giving seven days’ notice, may recover from the recipient the amount by which the amount of GST on the supply exceeds the amount already recovered; and (ii) must refund to the recipient the amount by which the amount already recovered exceeds the amount of GST on the supply, to the extent that the party must pay, and Supplier is entitled to input tax credits to which a refund or credit from the party is entitled, include GST that the representative member Commissioner of the GST group must pay and input tax credits to which the representative member is entitledTaxation. (g) If Where a party is required under this Deed to pay or reimburse an expense or outgoing of another party, the GST Law should change such that amount to be paid or reimbursed by the Service Provider is unable to claim first party will be the sum of: (i) the amount of the expense or outgoing less any input tax credits for acquisitions made by in respect of the Service Provider in expense or outgoing to which the course of making supplies under this document other party is entitled; and (ii) if the payment or reimbursement is subject to GST, an amount equal to that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsGST.

GST. (a) Words or expressions used Any reference in this clause 24.2 that are to a term defined or used in the GST Law have A New Tax System (Goods and Services Tax) Act 1999 is, unless the same meaning context indicates otherwise, a reference to that term as defined or used in this clause 24.2. (b) Any that Act. Unless expressly included, the consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document Agreement does not include an amount on account of GST in respect of the supply ("GST Exclusive Consideration") except as provided under this clause. Any amount referred to in this Agreement (other than an amount referred to in clause 21.1(f)) which is relevant in determining a taxable supplypayment to be made by one of the parties to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis. To the extent that GST is payable in respect of any supply made by a party ("Supplier") under or in connection with this Agreement, the consideration payable or to be provided under this Agreement for that supply but for the application of this clause 24.2 (GST Exclusive Amountunless it is expressly stated to include GST) must be is increased by an additional amount equal to the GST that Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the supplier rate at which GST is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting supply. The recipient must pay the GST Amount, the GST Exclusive Amount. (dadditional amount payable under clause 21.1(d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, Supplier at the same time as the GST Exclusive Amount Consideration is otherwise required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or provided. Whenever an adjustment note) prior event occurs in relation to any payment taxable supply made under or in connection with this Agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 21.1(d), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable. If one of the parties to this Agreement is entitled to be reimbursed or indemnified for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under loss, cost, expense or outgoing incurred in connection with this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that partyAgreement, then the amount of the reimbursement or indemnity payment will must first be reduced by the an amount of equal to any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. indemnified (for its representative member) If a party is a member of a GST groupentitled in relation to that loss, references to GST that cost, expense or outgoing and then, if the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST group must pay and input tax credits to which the representative member is entitledin accordance with clause 21.1(f). (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in In this clause 24.2 that are defined 9: (i) the terms GST, Taxable Supply and Input Tax Credits have the meaning given in section 195-1 of the A New Tax System (Goods and Services Tax) Act 1999 (Cth); (ii) Tax Adjustment Amount means the amount by which the liabilities incurred by the Vendor in making a Taxable Supply is reduced or increased as a result of a Tax Adjustment Event occurring. The amount of any Input Tax Credits to which the Vendor is entitled to will be taken into account in quantifying the liabilities incurred for the purposes of this clause 9; (iii) Tax Adjustment Event means any change in the GST Law have liability of the same meaning Vendor to Taxes, or entitlements to claim a rebate, refund or credit in this clause 24.2respect of Taxes, occurring as a result of government taxation measures connected to the introduction of a GST; and (iv) Taxes means accommodation taxes, financial institutions duty, debits tax, sales taxes, excise duties, stamp duties and customs duties. (b) Any consideration Unless otherwise stated, all amounts payable under this Purchase Order are expressed on a GST exclusive basis. If GST is payable in relation to a Taxable Supply, the amount payable for that Taxable Supply will be paid or provided under or the amount specified in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of Purchase Order plus GST. (c) To the extent that any supply made under or in connection with this document is a taxable supplyWithout prejudice to clause 9(b), the consideration following principles will apply in calculating any amount payable or to be provided for that supply but for the application purposes of this clause 24.2 Purchase Order: (GST Exclusive Amounti) must be increased if the amount payable is calculated by an additional reference to any costs, expenses or other liability incurred by a party (Payee), the relevant amount equal is the actual amount incurred by the Payee less the amount of any Input Tax Credit the Payee is entitled to the GST that the supplier is or becomes liable to pay claim in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) liability. The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it Payee will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a claim full input tax credit Input Tax Credits unless it proves, before demonstrates that its entitlement is otherwise prior to the date on which the payment must be made; (ii) if the amount payable is a reimbursement or indemnification of a loss determined by reference to revenue earned, that its entitlement is otherwise and, if a taxable supply, the amount must be increased the revenue which would have been earned net of GST; (iii) if the amount payable arises from a revenue sharing arrangement or an obligation to pay a specified percentage of revenue, the amount payable shall be calculated by reference to the relevant revenue net of GST; and (iv) if an amount payable is to be adjusted to take into account CPI movements, the adjustment shall be calculated by reference to that amount net of GST. (d) The parties will: (i) calculate and notify each other in writing of any Tax Adjustment Amount in respect of the Purchase Order Price at least 5 Business Days before any payment of the Purchase Order Price is due; and (ii) adjust the Purchase Order Price by the GST payable Tax Adjustment Amount. (e) The parties will provide each other with all documentation required to claim any Input Tax Credit, set off, rebate or refund for or in relation to the supply, and a tax any GST included in any payment made under this Purchase Order. The Vendor must provide such documentation with each invoice must be provided by the party being reimbursed or indemnifiedin accordance with clause 8.1. (f) If a party is a member of a GST group, references This clause 9 will continue to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date apply after expiration or termination of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsPurchase Order.

GST. (a) Words or expressions used in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2clauses concerning GST, unless the context makes it clear that a different meaning is intended. (b) Any consideration to be paid or provided under or The Onsite Health Clinic Fee, Pass Through Costs, Additional Fees and all other payments and fees specified in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Schedule 5 (Fees and Payments) are inclusive of GST, where applicable, unless specified otherwise. (c) To the extent that any If GST is or will be imposed on a supply made under or in connection with this document is a taxable supplyContract, to the extent that the consideration payable or to be otherwise provided for that supply but for the application of under this clause 24.2 (GST Exclusive Amount) must be increased by Contract is not stated to include an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of GST on the supply: (i) the consideration otherwise provided for that taxable supply under this Contract is increased by the amount of that GST; and (GST Amount), so that ii) the supplier retains, after deducting recipient must make payment of the GST Amount, increase at the GST Exclusive Amountsame time as the consideration is provided. (d) The recipient's obligation to pay the GST Amount must be paid by component of the price or consideration is subject to the recipient receiving a valid tax invoice in respect of the taxable supply to at or before the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplypayment. (e) If a payment there is an adjustment event in relation to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by supply which results in the amount of any input tax credit GST on a supply being different from the amount in respect of GST already recovered by the supplier, either as part of or in addition to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it provesthe other amounts payable, before the date on supplier within fourteen (14) days of becoming aware of the adjustment event: (i) may recover from the recipient the amount by which the payment amount of GST on the supply exceeds the amount already recovered by giving seven (7) days written notice; or (ii) must be made, that its entitlement is otherwise refund to the recipient the amount by which the amount already recovered exceeds the amount of GST on the supply; and, if a taxable supply, (iii) must be increased by issue an adjustment note or tax invoice reflecting the GST payable adjustment event in relation to the supply, and a tax invoice must be provided by supply to the party being reimbursed or indemnifiedrecipient within twenty eight (28) days of the adjustment event. (f) If a party is Party provides a member payment for or any satisfaction of a GST groupclaim or a right to claim under or in connection with this Contract (for example, references for misleading or deceptive conduct or for misrepresentation or for a breach of any warranty or for indemnity or for reimbursement of any expense) which gives rise to GST that a liability for GST, the party provider must pay, and to input tax credits to which indemnify the party is entitled, include GST claimant against the amount of that the representative member of the GST group must pay and input tax credits to which the representative member is entitledGST. (g) If a Party has a claim under or in connection with this Contract for a cost on which that party must pay an amount for GST, the claim is for the cost plus the amount for GST (except any amount for GST for which that Party is entitled to an input tax credit). (h) If a Party has a claim under or in connection with this Contract whose amount depends on actual or estimated revenue or which is for loss of revenue, revenue must be calculated without including any amount received or receivable as reimbursement for GST (whether that amount is separate or included as part of a larger amount). (i) If there is a change in the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at rate after the date of this documentContract, the Parties will adjust any consideration that expressly includes GST to reflect the change in rate on a "no win no loss" basis. (j) If the GST payable in relation to a supply is less than the amount that the recipient has paid the supplier under clause 40.2(b) and 40.2(d) (or is not payable), then the consideration payable under supplier must refund to recipient the difference (or the amount of GST) within seven (7) days of becoming aware of the refund by any means. For the avoidance of doubt, this document clause 40.2(j) does not apply in relation to adjustment events. (k) This clause will be adjusted to enable survive the Service Provider to recover its resulting net increased coststermination of this agreement by any party.

GST. 7.1 Consideration is specified in this Agreement exclusive of GST unless it is expressly stated to include GST. 7.2 Unless Consideration is expressed to include GST, the recipient of the Taxable Supply under this Agreement must pay to the supplier, in addition to the consideration for the Taxable Supply, an amount equivalent to the amount payable by the supplier as GST on the Taxable Supply under the GST Act. 7.3 The recipient of the Taxable Supply must pay the amount under clause 7.2 to the supplier by the later of: (a) Words or expressions used in this clause 24.2 that are defined in the GST Law have date the same meaning in this clause 24.2.Consideration is payable; and (b) Any consideration to be paid or provided under or in connection with this document, the date the supplier has given the recipient a Tax Invoice for the Taxable Supply. 7.4 If the Consideration for a supply made Taxable Supply is or to be made under or in connection with this documentincludes non-monetary Consideration, does not include an amount on account then the supplier of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, Taxable Supply must calculate the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal having regard to the GST that value of the non-monetary Consideration assessed by the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the Taxable Supply and the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by give the recipient a statement of the taxable supply to method of valuation of the supplier without set-off, deduction or requirement for demand, Taxable Supply at the same time as the GST Exclusive Amount is required supplier gives the recipient a Tax Invoice for the Taxable Supply. 7.5 If a party has a right to be reimbursed or indemnified for any cost or expense incurred under this Agreement, that right does not include the right to be reimbursed or indemnified for that component of a cost or expense for which the reimbursed or indemnified party can claim an Input Tax Credit. 7.6 The parties agree to exchange with each other such information as may be necessary to enable each party to accurately assess its rights and obligations under this clause 7. 7.7 If for any reason including, without limitation: (a) an amendment to the GST Act; (b) the issue of a ruling or advice by the Commissioner for Taxation; (c) a refund of GST to supplier in respect of any supply made under this Agreement; or (d) a decision of any tribunal or court, the amount of GST paid by the recipient to the supplier under this Agreement differs from the amount of GST paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making supplier to the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that partyCommissioner of Taxation, then the payment will be reduced by supplier must issue an appropriate GST adjustment note and the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment difference must be made, that its entitlement is otherwise and, if a taxable supply, must be increased paid by the GST payable in relation or to the supply, and a tax invoice must be provided by supplier as the party being reimbursed or indemnifiedcase may be. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under 7.8 In this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.clause:

GST. 8.1. In this clause: (a) Words An expression or expressions word used in this clause 24.2 that are defined which has a particular meaning in the GST Law have Law, or in any applicable legislative determinations, has the same meaning in this clause 24.2.meaning, unless the context otherwise requires; and (b) Any consideration A reference to be paid or provided GST payable by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member, and a reference to an input tax credit entitlement of a party includes any corresponding input tax credit entitlement of the representative member of any GST group of which that party is a member. 8.2. Unless GST is expressly included, any amount payable under or in connection with this document, Contract for a any supply made or to be made under or in connection with this document, Contract does not include an amount on account of GST. (c) 8.3. To the extent that any supply made under or in connection with this document Contract is a taxable supply, the GST exclusive consideration otherwise payable or to be provided for that taxable supply but for the application of this clause 24.2 (GST Exclusive Amount) must be is increased by an additional amount equal to that consideration multiplied by the rate at which GST that the supplier is or becomes liable to pay imposed in respect of that the taxable supply, and subject to receipt of an effective tax invoice, is payable at the same time. 8.4. If for any reason (including, without limitation, the occurrence of an adjustment event) the amount of GST paid on a taxable supply (GST Amount), so that taking into account any decreasing or increasing adjustments in relation to the supplier retains, after deducting taxable supply) varies from the GST Amount, the GST Exclusive Amount.paid by You: (da) The GST Amount We must be paid by the recipient of the taxable supply provide a refund or credit to the supplier without set-offYou, deduction or requirement for demandYou must pay a further amount to Us, as appropriate, at the same time as the GST Exclusive Amount exclusive component of the adjustment is required refunded or paid; (b) the refund, credit or further amount (as the case may be) will be calculated by Us in accordance with the GST Law; and (c) We must notify You of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. If there is an adjustment event in relation to the supply, Our requirement to notify You will be satisfied by Us issuing to You an adjustment note within 14 days after becoming aware of the occurrence of the adjustment event. 8.5. Each party agrees to do all things, including providing tax invoices and other documentation, that may be necessary or desirable to enable or assist the other party to claim any input tax credit, adjustment or refund in relation to any amount of GST paid or provided payable in respect of any supply made under or in connection with this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyContract. (e) 8.6. If a payment to a party under this document Contract is a payment by way of reimbursement or indemnification, indemnity and is calculated by reference to the GST inclusive amount of a Loss loss, cost or expense incurred by that party, then the payment will is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for that Loss. That party is assumed GST pursuant to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedclause 8.3. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. 28.1 In this clause 28 (GST): (a) Words or unless otherwise stated, words and expressions used which are not defined in this clause 24.2 that are Agreement, but which have a defined meaning in the GST Law have the same meaning as in this clause 24.2.the GST Law; and (b) Any a reference to a party or an entity includes the representative member of any GST group of which the relevant party or entity is a member. 28.2 Unless otherwise expressly stated, all prices or other sums payable, or consideration to be paid or provided to a party under this Agreement, are exclusive of GST. 28.3 Subject to this clause 28 (GST), if a party (Supplier) makes a taxable supply to another party (GST Recipient) under or in connection with this document, for a supply made or to be made under or Agreement in connection with this document, does not include an amount on account respect of GST. (c) To the extent that any supply made under or in connection with this document which GST is a taxable supplypayable, the consideration payable or to be provided for that supply but for GST Recipient must pay the application of this clause 24.2 (GST Exclusive Amount) must be increased by Supplier an additional amount equal to the GST that payable on the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that unless the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of consideration for the taxable supply was specified to the supplier without set-off, deduction or requirement for demand, include GST) which is payable at the same time as that any part of the GST Exclusive Amount consideration for the supply is required to be first paid or provided under this document, except the recipient need not pay unless the recipient has received provided. The Supplier must provide a tax invoice (or to the GST Recipient in accordance with the GST Law. 28.4 If an adjustment note) prior to any payment for that event arises in respect of a taxable supply. Where supply made by a Supplier under this Agreement, the amount payable by the GST is not referable to an actual payment then it Recipient will be payable within ten (10) Business Days of recalculated to reflect the adjustment event and a tax invoice being issued payment will be made by the party making GST Recipient to the supplySupplier or by the Supplier to the GST Recipient as the case requires. The Supplier must provide an adjustment note to the GST Recipient in accordance with the GST Law. 28.5 If the GST payable in relation to a supply is less than the amount the GST Recipient has paid the Supplier under clause 28.3 (e) GST), the Supplier is only obligated to pay a refund of GST to the GST Recipient to the extent the Supplier receives a refund of that GST from the Commissioner. 28.6 If a payment to a party under this document Agreement is a reimbursement or indemnification, calculated by reference to a Loss loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for on the acquisition of the supply to which that Loss. That party loss, cost or expense relates. 28.7 This clause 28 (GST) will survive the termination of this Agreement by any party. 29.1 Any notice, approval, consent or other communication (notice) must be: (a) in writing, in English and signed by a person duly authorised by the sender; and (b) hand delivered or sent by email to the recipient's address specified in item 4 of the Study Details (or as updated by written notice from time to time), or in the case of notices or other communications to ARENA, via the GMS. 29.2 Any notice takes effect when it is assumed taken to be entitled received and is taken to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified.received: (fa) If a party if hand delivered, on delivery; (b) if sent by email, on the day and at the time it is a member of a GST groupsent (as recorded on the sender’s equipment), references to GST unless the sender receives an automated message that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled.email has not been delivered; or (gc) If if sent via the GST Law should change such that GMS, on the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions day and at the date of this document)time it is recorded on the GMS as being received, then but if the consideration payable under this document will delivery or transmission is not on a Business Day or is after 5:00pm on a Business Day, the notice is taken to be adjusted to enable received at 9:00am on the Service Provider to recover its resulting net increased costsnext Business Day.

GST. (a) Words or expressions used in If an amount of GST is payable on a supply under this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2.agreement: (b1) Any consideration the recipient of the supply must pay, in addition to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the other consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by supply, an additional amount equal to the GST that payable on the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount.supply; and (d2) The GST Amount must be paid by the recipient of must pay the taxable supply additional amount to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this documentother consideration. However, except the recipient need not pay unless the additional amount until the supplier gives the recipient has received a tax invoice (or an adjustment note) prior except where the recipient is required to any payment for that taxable supply. Where issue the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyinvoice). (eb) If a payment to a party an amount paid by the supplier as and for GST under this document agreement is a reimbursement or indemnificationoverpaid, calculated by reference and Division 142 of the GST Act applies to a Loss incurred by that partyamount, then the payment will be reduced amount is not recoverable from the supplier unless the supplier can recover that amount from the Commissioner after taking all reasonable steps to do so. (c) Clauses 18(a) and 18(b) do not apply to the extent that the GST on the supply is payable by the amount recipient under Division 83 or Division 84 of the GST Act. (d) If any party is entitled to payment of any input tax credit to costs or expenses by way of reimbursement or indemnity, the claim must exclude any amount for which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before (or representative member if the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group) may obtain an input tax credit. (e) If for any reason (including, references without limitation, the occurrence of an adjustment event) the amount of GST payable on a supply varies from the GST amount paid to GST that the party must paysupplier, the parties will account to each other for the difference. If the recipient is required to pay an additional amount under this clause, and to input tax credits to which the party reason an additional amount is entitled, include GST that the representative member payable is because of the occurrence of an adjustment event, the recipient need not pay the additional amount until the supplier gives the recipient an adjustment note (except where the recipient is required to issue the adjustment note). (f) Unless clearly indicated to the contrary, all amounts referred to in this agreement, other than in this clause, are GST group must pay and input tax credits to which the representative member is entitledexclusive. (g) If Unless clearly indicated to the contrary, ‘GST’ and other terms used in this clause (and in other provisions of this agreement referable to GST) have the meanings given to those terms by the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsAct.

GST. (a) Words or expressions used Any reference in this clause 24.2 that are to a term defined or used in the GST Law have A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ is, unless the same meaning context indicates otherwise, a reference to that term as defined or used in this clause 24.2.that Act. DBCT Standard Access Agreement 22. Notices (b) Any Unless expressly included, the consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document Agreement does not include an amount on account of GST in respect of the supply ("GST Exclusive Consideration") except as provided under this clause. (c) Any amount referred to in this Agreement (other than an amount referred to in clause 21(f)) which is relevant in determining a taxable supplypayment to be made by one of the parties to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis. (d) To the extent that GST is payable in respect of any supply made by a party ("Supplier") under or in connection with this Agreement, the consideration payable or to be provided under this Agreement for that supply but for the application of this clause 24.2 (GST Exclusive Amountunless it is expressly stated to include GST) must be is increased by an additional amount equal to the GST that Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the supplier rate at which GST is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountsupply. (de) The GST Amount recipient must be paid by pay the recipient of the taxable supply additional amount payable under clause 21(d) to the supplier without set-off, deduction or requirement for demand, Supplier at the same time as the GST Exclusive Amount Consideration is otherwise required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyprovided. (ef) Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this Agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 21(d), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable. (g) If one of the parties to this Agreement is entitled to be reimbursed or indemnified for a payment to a party under Loss, cost, expense or outgoing incurred in connection with this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that partyAgreement, then the amount of the reimbursement or indemnity payment will must first be reduced by the an amount of equal to any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. indemnified (for its representative member) If a party is a member of a GST groupentitled in relation to that Loss, references to GST that cost, expense or outgoing and then, if the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST group must pay and input tax credits to which the representative member is entitledin accordance with clause 21(f). (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used In this clause: (i) Adjustment Note, Consideration, GST, GST Group, Margin Scheme, Money, Supply and Tax Invoice have the meaning given by the GST Law. (ii) GST Amount means in this clause 24.2 that are defined relation to a Taxable Supply the amount of GST payable in respect of the Taxable Supply. (iii) GST Law has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth). (iv) Input Tax Credit has the meaning given by the GST Law have and a reference to an Input Tax Credit entitlement of a party includes an Input Tax Credit for an acquisition made by that party but to which another member of the same GST Group is entitled under the GST Law. (v) Taxable Supply has the meaning given by the GST Law excluding (except where expressly agreed otherwise) a supply in this clause 24.2respect of which the supplier chooses to apply the Margin Scheme in working out the amount of GST on that supply. (b) Any consideration Subject to be paid or provided under clause 13(d), if GST is payable on a Taxable Supply made under, by reference to or in connection with this documentDeed, the Party providing the Consideration for a supply made or to be made under or in connection with this document, does not include an amount on account of GSTthat Taxable Supply must also pay the GST Amount as additional Consideration. (c) To Clause 13(b) does not apply to the extent that any supply made under or the Consideration for the Taxable Supply is expressly stated in connection with this document is a taxable supply, the consideration payable or Deed to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountinclusive. (d) The GST Amount must No additional amount shall be paid payable by the recipient Council under clause 13(b) unless, and only to the extent that, the Council (acting reasonably and in accordance with the GST Law) determines that it is entitled to an Input Tax Credit for its acquisition of the taxable supply Taxable Supply giving rise to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required liability to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyGST. (e) If a payment to a party there are Supplies for Consideration which is not Consideration expressed as an amount of Money under this document is a reimbursement or indemnificationDeed by one Party to the other Party that are not subject to Division 82 of the A New Tax System (Goods and Services Tax) Act 1999, calculated the Parties agree: (i) to negotiate in good faith to agree the GST inclusive market value of those Supplies prior to issuing Tax Invoices in respect of those Supplies; (ii) that any amounts payable by reference the Parties in accordance with clause 13(b) (as limited by clause 13(d)) to a Loss incurred by that party, then the payment each other in respect of those Supplies will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation set off against each other to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedextent that they are equivalent in amount. (f) If a party is a member No payment of a GST group, references any amount pursuant to GST that the party must paythis clause 12, and to input tax credits to which the party is entitled, include GST that the representative member no payment of the GST group must pay and input tax credits Amount where the Consideration for the Taxable Supply is expressly agreed to which be GST inclusive, is required until the representative member is entitledsupplier has provided a Tax Invoice or Adjustment Note as the case may be to the recipient. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider Any reference in the course calculation of making supplies under this document Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability. (that is, acquisitions that were creditable acquisitions at the date h) This clause continues to apply after expiration or termination of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsDeed.

GST. 12.6.1 All amounts expressed to be payable under a Finance Document by any Party or any Security Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for GST purposes are deemed to be exclusive of any GST which is chargeable on that supply, and accordingly, subject to Clause 12.6.2, if GST is or becomes chargeable on any supply made by any Finance Party to any Party or any Security Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the GST, that Party or Security Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the GST (and such Finance Party must promptly provide an appropriate GST invoice to the Borrower). 12.6.2 If GST is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) Words or expressions used in this clause 24.2 that are defined in (where the GST Law have Supplier is the person required to account to the relevant tax authority for the GST) the Relevant Party must also pay to the Supplier (at the same meaning in this clause 24.2. (btime as paying that amount) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the amount of the GST. The Recipient must (where this Clause 12.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the GST chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the GST) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the GST chargeable on that supply but only to the extent that the supplier Recipient reasonably determines that it is not entitled to credit or becomes liable to pay repayment from the relevant tax authority in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive AmountGST. 12.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (das the case may be) The GST Amount must be paid by such Finance Party for the recipient full amount of the taxable supply such cost or expense, including such part thereof as represents GST, save to the supplier without set-off, deduction extent that such Finance Party reasonably determines that it is entitled to credit or requirement for demand, at repayment in respect of such GST from the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a relevant tax invoice (or an adjustment note) prior authority. 12.6.4 In relation to any payment for that taxable supply. Where the GST is not referable supply made by a Finance Party to an actual payment then it will be payable within ten (10) Business Days of any Party under a tax invoice being issued Finance Document, if reasonably requested by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be madesuch Finance Party, that its entitlement Party must promptly provide such Finance Party with details of that Party’s GST registration and such other information as is otherwise and, if a taxable supply, must be increased by the reasonably requested in connection with such Finance Party’s GST payable reporting requirements in relation to the such supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in Notwithstanding any other provision of this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this documentAgreement, any amount payable for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST Agreement which is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss cost, expense or other amount (including GST) paid or incurred by that party, then the payment a party will be reduced by the an amount of equal to any input tax credit credits to which that party is entitled for to in respect of that Losscost, expense or other amount. That party is Each of the parties will be assumed to be entitled to a full input tax credit credits unless it provesthey provide evidence to the other parties to the contrary. (b) If GST becomes payable on any supply made by a party (Supplier) under this Agreement: (i) unless indicated otherwise, before any amount payable under any other provision of this Agreement for that supply (Agreed Amount) is exclusive of GST; (ii) to the date extent that the consideration for the supply is not expressed as an amount of money, the value of the non-monetary consideration is to be treated as inclusive of GST; and (iii) an additional amount will be payable by the party providing consideration for that supply (Recipient), equal to the amount of GST payable on that supply as calculated by the Supplier in accordance with the GST law and payable at the same time and in the same manner as for the Agreed Amount, provided that the Recipient will not be required to pay an additional amount until the Supplier has provided a tax invoice (or equivalent documentation which complies with the payment must be madeGST law) to the Recipient in respect of that supply. (c) If, that its entitlement is otherwise andfor any reason, if a taxable supply, must be increased by the GST payable by the Supplier in respect of a supply it makes under this Agreement (incorporating any increasing adjustments or decreasing adjustments relating to that supply) varies from the additional amount it receives from the Recipient under clause 14.11(b) in respect of that supply, the Supplier will provide a refund or credit to or will be entitled to receive the amount of this variation from the Recipient (as appropriate). Where an adjustment event occurs in relation to the a supply, the Supplier will issue an adjustment note to the Recipient in respect of that supply within 10 Business Days after becoming aware of that adjustment event occurring. (d) If the Recipient is dissatisfied with any calculation to be made by the Supplier under this clause, the Recipient may, at its own expense and a after notifying the Supplier accordingly, refer the matter to an independent expert nominated by the President of the Institute of Chartered Accountants for expert determination, which will be final and binding on all parties (absent manifest error). The expert will act as an expert and not as an arbitrator and will take into account the terms of this Agreement, the matters required to be taken into account by the Supplier under this clause and any other matter considered by the expert to be relevant to the determination. The parties must release the expert from any liability in acting as an expert, except in the case of fraud on the part of the expert. (e) The right of the Supplier to recover any additional amount in respect of GST under this clause is subject to the issuing of the relevant tax invoice must be provided by or adjustment note to the party being reimbursed or indemnifiedRecipient within 4 years of the Supplier's liability to pay that GST arising. (f) If a party is a member The parties must use their best endeavours to determine the mutually acceptable GST inclusive market value of a GST group, references any non-monetary consideration provided for supplies made under this Agreement to GST that be included in tax invoices to be issued to the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member Recipient of the GST group must pay and input tax credits to which the representative member is entitledrelevant supply. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or In this clause 6.5: (i) unless there is a contrary indication, words and expressions used which are not defined in this clause 24.2 that are Deed but which have a defined meaning in the GST Law have the same meaning as in this clause 24.2the GST Law; and (ii) references to GST payable and input tax credit entitlement include GST payable by, and the input tax credit entitlement of, the representative member for a GST group of which the entity is a member and the GST joint venture operator of any GST joint venture of which the entity is a participant. (b) Any Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under this Deed are exclusive of GST. (c) If GST is payable on any supply made by a Party (or any entity through which that Party acts) (Supplier) under or in connection with this Deed, the recipient of the supply will pay to the Supplier an amount equal to the GST payable on the supply. (d) The amount referred to in clause 6.5(c) must be paid in addition to and at the same time and in the same manner (without any set-off or deduction) that the consideration for the supply is to be provided under this Deed. (e) The Supplier must deliver a tax invoice or an adjustment note to the recipient of a taxable supply before the Supplier is entitled to payment of an amount under clause 6.5(c), and the recipient can withhold payment of the amount until the Supplier provides a tax invoice or an adjustment note, as appropriate. (f) If an adjustment event arises in respect of a taxable supply made by a Supplier under this Deed, the amount payable by the recipient under clause 6.5(c) will be recalculated to reflect the adjustment event and a payment will be made by the recipient to the Supplier, or by the Supplier to the recipient, as the case requires. (g) Where a Party is required under this Deed to pay for, reimburse or contribute to ant expense. loss, liability or outgoing of another Party or indemnify another Party in relation to such an expense, loss, liability or outgoing, the amount required to be paid, reimbursed or contributed by the first Party will be the sum of: (i) the amount of the expense, loss, liability or outgoing less any input tax credits in respect of the expense, loss, liability or outgoing to which the other Party is entitled; and (ii) if the payment, reimbursement or contribution is subject to GST, an amount equal to that GST. (h) If an amount of consideration payable or to be provided under or in connection with this document, for a supply made or Deed is to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss to: (i) any expense, loss, liability or outgoing suffered or incurred by another person (Cost), that party, then the payment reference will be reduced by to the amount of that Cost excluding the amount of any input tax credit entitlement of that person relating to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it provesthe Cost suffered or incurred; and (ii) any price, before the date on which the payment must be madevalue, sales, proceeds, revenue or similar amount (Revenue), that its entitlement is otherwise and, if a taxable supply, must reference will be increased to that Revenue determined by deducting from it an amount equal to the GST payable in relation to on the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedsupply for which it is consideration. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (7.1 In this clause 7: a) Words terms or expressions used in this clause 24.2 that are which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) ("GST Law Act") have the same meaning as in this clause 24.2the GST Act; and b) any reference to a party includes the representative member of a GST group of which that party is a member. (b) Any 7.2 Unless otherwise expressly stated, all consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Agreement is expressed exclusive of GST. (c) To the extent that 7.3 If GST is payable on any supply made under or in connection with this document is a taxable supplyAgreement, the consideration payable or recipient must pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by supplier an additional amount ("GST Amount") equal to the GST payable on that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount consideration for the supply is required to be paid or provided under this document, except provided. 7.4 Clause 7.3 does not apply to the extent that: a) the consideration for the supply is stated to include GST; or b) GST on the supply is reverse charged and payable by the recipient. 7.5 The recipient need not pay unless the recipient GST Amount until it has received a tax invoice (or adjustment note, as the case may be. 7.6 If an adjustment note) prior event arises in relation to any payment for that taxable supply. Where a supply made under this Agreement, the GST is not referable Amount must be adjusted to an actual reflect that adjustment event. A corresponding payment then it will must be payable within ten (10) Business Days of a tax invoice being issued made by the party making supplier to the supplyrecipient or by the recipient to the supplier, as the case may be. (e) 7.7 If a payment this Agreement requires an amount to a party under this document is a reimbursement or indemnification, be calculated by reference to another amount ("Reference Amount") that will be: a) received for a Loss incurred by that party, taxable supply; or b) paid for a creditable acquisition, c) then the payment will Reference Amount must be reduced so as to exclude any part of the Reference Amount paid or received on account of GST, as the case may be. 7.8 If this Agreement requires a party to reimburse or indemnify another party for a cost or expense, the amount of the cost or expense must be reduced by the an amount of equal to any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedindemnified is entitled for that cost or expense. (f) If a party is a member of a GST group, references 7.9 This clause 7 will survive and continue to GST that apply following the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date termination or completion of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsAgreement.

GST. ‌ (a) Words or expressions used in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount.Amount.‌ (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions In this clause 8.8: (i) a term which has a defined meaning in the GST Act has the same meaning when used in this clause 24.2 that are defined in clause; and (ii) each periodic or progressive component of a supply to which section 156- 5(1) of the GST Law have the same meaning in this clause 24.2Act applies will be treated as though it is a separate supply. (b) Any consideration to be paid or provided under or All fees and charges in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Agreement unless otherwise stated are expressed exclusive of GST. (c) To If GST is liable to be remitted by the extent that Company in respect of any taxable supply made to the Client under this Agreement, the Client must pay any such GST in addition to any other amounts payable, or any other consideration to be provided, under or in connection with this document Agreement (“Additional Amount”) at the same time as the consideration, or the first part of the consideration, as the case may be, for the taxable supply is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountprovided. (d) The GST Amount must be paid by Company will provide the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received Client with a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where complies with the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyLegislation. (e) If a payment an adjustment event occurs in relation to a party under taxable supply referred to in this document is a reimbursement or indemnificationclause 8.8, calculated by reference to a Loss incurred by that party, then and the payment will be reduced by Additional Amount differs from the amount of any input tax credit to which that party is entitled GST for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment Company is liable to remit: (i) the Additional Amount must be made, adjusted to reflect the adjustment event; (ii) the Company or the Client (as the case may be) must make any payments necessary to reflect the adjustment; and (iii) the Company will issue an adjustment note that its entitlement is otherwise and, if a taxable supply, must be increased by complies with the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLegislation. (f) If a party Where the Client is a member required to indemnify the Company, or is required to pay or reimburse the costs of a GST groupthe Company, references the Client agrees to GST that pay the party must pay, and to relevant amount less any input tax credits to which the party is entitled, include GST that Company (or to which the representative member of the GST group must pay and input tax credits to of which the representative member Company is a member) is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration an amount payable under this document will agreement is to be adjusted calculated by reference to: (i) the price to enable be received for a taxable supply then, for the Service Provider purposes of that calculation, the price is reduced to recover its resulting net increased coststhe extent that it includes any amount on account of GST; and (ii) the price to be paid or provided for an acquisition then, for the purposes of that calculation, the price is reduced to the extent that an input tax credit is available for the acquisition.

GST. (a) Words or expressions used Unless otherwise stated, any consideration in this clause 24.2 that are defined in Agreement (including any consideration given by the GST Law have Council for the same meaning in this clause 24.2LCLI Reimbursement) is exclusive of GST. (b) Any consideration to be paid or provided under or in connection with this document, for If a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document Agreement is a taxable supply, Taxable Supply the consideration payable or to be provided for party making that supply but for (in this cl. 9, Supplier) may, subject to issuing a Tax Invoice, recover from the application recipient of that supply (in this clause 24.2 (GST Exclusive Amountcl. 9, Recipient) must be increased by an additional amount equal to the GST that payable by the supplier is or becomes liable to pay Supplier in respect of that taxable supply (in this cl. 9, GST Amount), so that . (c) The GST Amount is payable at the supplier retains, after deducting same time and in the same manner as any monetary consideration for the Supply to which the GST Amount, Amount relates but no later than the end of the tax period to which the relevant taxable supply is attributable under the GST Exclusive AmountLaw. (d) The GST Amount must be paid by the recipient of the taxable supply Subject to the supplier without set-offthis clause, deduction or requirement for demand, Council warrants that at the same time as any supply is made under this Agreement on which GST is imposed, that Council is or will be registered under the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyLaw. (e) If Subject to this clause, any invoice rendered by Council in connection with a payment to a party supply under this document is a reimbursement or indemnification, calculated by reference Agreement which seeks to a Loss incurred by that party, then the payment will be reduced by the recover an amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation must conform to the supply, and requirements for a tax invoice must be provided by the party being reimbursed or indemnifiedTax Invoice. (f) If an Adjustment Event occurs in relation to a party is a member Taxable Supply under or in connection with this Agreement that gives rise to an Adjustment, then: (1) the Supplier must give an Adjustment Note to the Recipient immediately upon becoming aware of the Adjustment; and (2) the GST amount payable in respect of that supply will be adjusted accordingly and the Supplier (in the case of a decreased GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member Amount) will provide a corresponding refund of the GST group must pay and input tax credits Amount to, or (in the case of an increased GST Amount) will be entitled to which receive the representative member is entitledamount of that variation from, the Recipient, as appropriate. (g) If an Adjustment Event occurs in relation to a Taxable Supply under or in connection with this Agreement that does not give rise to an Adjustment, for example because it occurs in the same tax period in respect of which the GST Law should change such that on the Service Provider is unable to claim Taxable Supply or the input tax credits for acquisitions made credit on the acquisition is attributable, the Supplier must: (1) cancel any incorrect invoice issued to the Recipient and issue a correct one; and (2) if the Recipient has already paid the incorrect invoice, the Supplier (in the case of a decreased GST Amount) will provide a corresponding refund of the GST Amount to, or (in the case of an increased GST Amount) will be entitled to receive the amount of that variation in the GST Amount from, the Recipient, as appropriate. (h) Notwithstanding any other provision of this Agreement: (1) any GST Amount payable by the Service Provider in Recipient to the course of making supplies Supplier under this document clause 9 will be limited to the amount of an input tax credit to which the Recipient is entitled in respect of the relevant supply which the Recipient acquires; and (2) if the Commissioner of Taxation or a court determines that is, acquisitions that were creditable acquisitions at a supply made under or in connection with this Agreement in respect of which the date of this document), Recipient has paid the Supplier a GST Amount is not a Taxable Supply then the consideration payable under this document Supplier will be adjusted to enable refund the Service Provider to recover its resulting net increased costsRecipient that amount.

GST. (ai) Words or expressions used in this clause 24.2 that are defined in Tronox Australia shall continue to carry on the GST Law have Enterprise until the same meaning in this clause 24.2Closing. (bii) Any consideration to be paid or provided Sellers and Buyers agree that the supply of all things by Sellers under or in connection with this document, Agreement so far as it relates to the Tiwest Joint Venture Interest constitutes a GST-free supply of a going concern for a supply made or to be made under or in connection with this document, does not include an amount on account the purposes of GSTSection 38-325 of the GST Law. (ciii) To Australia Buyer shall use reasonable best efforts to remain registered under the extent that GST Law until the Closing. Australia Buyer shall promptly notify Sellers if it ceases to be so registered at any time prior to the Closing. (iv) If GST is or will be imposed on a supply made under or in connection with this document is a taxable supplyAgreement, then Sellers may, to the extent that the consideration payable or to be otherwise provided for that supply but for the application of under this clause 24.2 (GST Exclusive Amount) must be increased by Agreement is not stated to include an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of GST on the supply, increase the consideration otherwise provided for that taxable supply under this Agreement by the amount of GST or otherwise recover from Australia Buyer the amount of GST; provided, first, that any such increase in consideration shall not be paid by Australia Buyer until (i) Tronox Australia shall have provided Australia Buyer with a copy of its proposed GST AmountTax Return for review and comment at least ten Business Days prior to the due date for such GST Tax Return, which Tronox Australia shall not file without Australia Buyer’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless Australia Buyer fails to deliver its comments prior to due date of such GST Tax Return, and (ii) Sellers shall used their reasonable efforts to permit Australia Buyer to claim an Input Tax Credit to recover any GST imposed on Sellers in connection with this Agreement (except for paying any GST); provided, so second, that the supplier retainsSellers shall reasonably cooperate with Australia Buyer with respect to all filings necessary to claim an Input Tax Credit, after deducting the and Australia Buyer shall control all administrative proceedings and contests with respect to whether Sellers are subject to GST Amountas a result of this Agreement and whether Australia Buyer is entitled to an Input Tax Credit with respect to any such GST; provided, the GST Exclusive Amountthird, that Australia Buyer will not take any such action that is adverse or otherwise prejudicial to any Seller without such Seller’s prior written consent. (dv) The GST Amount must be If the amount paid by the recipient of a Taxable Supply (the taxable supply “Recipient”) to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyTaxable Supply (the “Supplier”) in respect of GST (whether because of an Adjustment or otherwise) (A) is more than the GST on the Taxable Supply, then the Supplier shall refund the excess to the Recipient, or (B) is less than the GST on the Taxable Supply, then the Recipient shall pay the deficiency to the Supplier. (evi) The Recipient shall not be obligated to pay any amount in respect of GST to the Supplier unless and until the Supplier issues a Tax Invoice to the Recipient in respect of the Taxable Supply. If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that partyan Adjustment has occurred, then the payment will be Supplier shall issue an Adjustment Note to the Recipient. (vii) The amount of a Party’s entitlement under this Agreement to recovery or compensation for any of its costs, expenses or liabilities is reduced by the amount of any input tax credit Input Tax Credits to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before such Party (or the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member Representative Member of a GST groupGroup of which such Party is a member) is entitled in respect of such costs, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitledexpenses or liabilities. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. 37.1 In this clause 37: (a) Words or unless otherwise stated, words and expressions used which are not defined in this clause 24.2 that are Agreement, but which have a defined meaning in the GST Law have the same meaning as in this clause 24.2.the GST Law; and (b) Any a reference to a party or an entity includes the representative member of any GST group of which the relevant party or entity is a member. 37.2 Unless otherwise expressly stated, all prices or other sums payable, or consideration to be paid or provided to a party under this Agreement, are exclusive of GST. 37.3 Subject to this clause 37, if a party (Supplier) makes a taxable supply to another party (GST Recipient) under or in connection with this document, for a supply made or to be made under or Agreement in connection with this document, does not include an amount on account respect of GST. (c) To the extent that any supply made under or in connection with this document which GST is a taxable supplypayable, the consideration payable or to be provided for that supply but for GST Recipient must pay the application of this clause 24.2 (GST Exclusive Amount) must be increased by Supplier an additional amount equal to the GST that payable on the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that unless the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of consideration for the taxable supply was specified to the supplier without set-off, deduction or requirement for demand, include GST). The additional amount is payable at the same time as that any part of the GST Exclusive Amount consideration for the supply is required to be first paid or provided under this document, except the recipient need not pay unless the recipient has received provided. The Supplier must provide a tax invoice (or to the GST Recipient in accordance with the GST Law. 37.4 If an adjustment note) prior to any payment for that event arises in respect of a taxable supply. Where supply made by a Supplier under this Agreement, the amount payable by the GST is not referable to an actual payment then it Recipient will be payable within ten (10) Business Days of recalculated to reflect the adjustment event and a tax invoice being issued payment will be made by the party making GST Recipient to the supplySupplier or by the Supplier to the GST Recipient as the case requires. The Supplier must provide an adjustment note to the GST Recipient in accordance with the GST Law. (e) 37.5 If the GST payable in relation to a supply is less than the amount the GST Recipient has paid the Supplier under clause 37.3, the Supplier is only obligated to pay a refund of GST to the GST Recipient to the extent the Supplier receives a refund of that GST from the Commissioner. 37.6 If a payment to a party under this document Agreement is a reimbursement or indemnification, calculated by reference to a Loss loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for on the acquisition of the supply to which that Loss. That party is assumed to be entitled to a full input tax credit unless it provesloss, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed cost or indemnifiedexpense relates. (f) If a party is a member of a GST group, references to GST that 37.7 This clause 37 will survive the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date termination of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsAgreement by any party.

GST. (a) Words or expressions In this clause 8.8: (i) a term which has a defined meaning in the GST Act has the same meaning when used in this clause 24.2 that are defined in clause; and (ii) each periodic or progressive component of a supply to which section 156-5(1) of the GST Law have the same meaning in this clause 24.2Act applies will be treated as though it is a separate supply. (b) Any consideration to be paid or provided under or All fees and charges in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account the Agreement unless otherwise stated are expressed exclusive of GST. (c) To If GST is liable to be remitted by the extent that Company in respect of any taxable supply made to the Client under this Agreement, the Client must pay any such GST in addition to any other amounts payable, or any other consideration to be provided, under or in connection with this document Agreement (“Additional Amount”) at the same time as the consideration, or the first part of the consideration, as the case may be, for the taxable supply is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountprovided. (d) The GST Amount must be paid by Company will provide the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received Client with a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where complies with the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyLegislation. (e) If a payment an adjustment event occurs in relation to a party under taxable supply referred to in this document is a reimbursement or indemnificationclause 8.8, calculated by reference to a Loss incurred by that party, then and the payment will be reduced by Additional Amount differs from the amount of any input tax credit to which that party is entitled GST for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment Company is liable to remit: (i) the Additional Amount must be made, adjusted to reflect the adjustment event; (ii) the Company or the Client (as the case may be) must make any payments necessary to reflect the adjustment; and (iii) the Company will issue an adjustment note that its entitlement is otherwise and, if a taxable supply, must be increased by complies with the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLegislation. (f) If a party Where the Client is a member required to indemnify the Company, or is required to pay or reimburse the costs of a GST groupthe Company, references the Client agrees to GST that pay the party must pay, and to relevant amount less any input tax credits to which the party is entitled, include GST that Company (or to which the representative member of the GST group must pay and input tax credits to of which the representative member Company is a member) is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration an amount payable under this document will agreement is to be adjusted calculated by reference to: (i) the price to enable be received for a taxable supply then, for the Service Provider purposes of that calculation, the price is reduced to recover its resulting net increased coststhe extent that it includes any amount on account of GST; and (ii) the price to be paid or provided for an acquisition then, for the purposes of that calculation, the price is reduced to the extent that an input tax credit is available for the acquisition.

GST. (a) Words Any consideration or expressions used amount payable under this agreement, including any non- monetary consideration (as reduced in this accordance with clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.213(e) if required) (Consideration) is exclusive of GST. (b) Any consideration to be paid If GST is or provided under or in connection with this document, for becomes payable on a supply made or to be Supply made under or in connection with this documentagreement, does not include an additional amount (Additional Amount) is payable by the party providing the Consideration for the Supply (Recipient) equal to the amount of GST payable on account of GSTthat Supply as calculated by the party making the Supply (Supplier) in accordance with the GST Law. (c) To The Additional Amount payable under clause 13(b) is payable at the extent that same time and in the same manner as the Consideration for the Supply but is only payable on receipt of a valid Tax Invoice. (d) If for any supply made reason (including, without limitation, the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under clause 13(b): (i) the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as appropriate; (ii) the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and (iii) the Supplier must notify the Recipient of the refund, credit or further amount within 10 Business Days after becoming aware of the variation to the amount of GST payable. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 10 Business Days after becoming aware of the occurrence of the Adjustment Event. (e) Notwithstanding any other provision in this agreement, if an amount payable under or in connection with this document agreement (whether by way of reimbursement, indemnity or otherwise) is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss an amount incurred by that a party, then whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the payment will amount payable must be reduced by the amount of any input tax credit Input Tax Credit to which that party is entitled for in respect of that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedAmount Incurred. (f) If Any reference in this clause to an Input Tax Credit to which a party is entitled includes, without limitation, an Input Tax Credit arising from a member Creditable Acquisition by that party but to which the Representative Member of a GST group, references to GST that the party must pay, and to input tax credits to Group of which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member a Member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in this clause 24.2 that are Terms defined in the GST Law Act have the same meaning when used in this clause 24.2clause, unless expressly stated otherwise. (b) Any Unless expressly stated otherwise, any consideration to be paid or provided under or in connection with this document, for a supply made payable or to be made provided or amount used in the calculation of a sum payable under or in connection with this documentDeed has been determined without regard to GST and must be increased, does not include an amount on account of GSTany GST payable under this clause. (c) To the extent that If GST is payable as a consequence of any supply made under or in connection with this document is Deed by a taxable supplyparty making a supply (Supplier), the consideration payable or to be provided for recipient of that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by pay an additional amount equal to the for GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that ) to the supplier retains, after deducting the GST Amount, the GST Exclusive AmountSupplier. (d) The recipient must pay any GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time and in the same manner as making payment of any consideration on which the GST Exclusive Amount is required to be paid or provided under this documentcalculated. If the GST Amount is not calculated on consideration, except the recipient need not must pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable Amount within ten (10) Business Days 7 days of receipt of a tax invoice being issued written demand by or on behalf of the party making the supplySupplier. (e) For the avoidance of doubt, if a GST Amount is payable on any taxable supply that is made for a period or on a progressive basis and the consideration for the taxable supply is to be provided on a progressive or periodic basis, the recipient must pay the GST Amount, subject to the receipt of a Tax Invoice. (f) If at any time an adjustment is made or required to be made between the Supplier or any other payer of GST and the relevant taxing authority on account of any amount paid as GST as a consequence of any supply made under or in connection with this Contract by the Supplier, a corresponding adjustment must be made as between the Supplier and the recipient and any payment necessary to give effect to the adjustment must be made. (g) The recipient must pay any amount it is required to pay under this clause in full and without deduction, notwithstanding any entitlement that it may have to a party under credit or offset however arising. (h) As a condition precedent to payment of any GST Amount or any amount including any GST Amount, the Supplier must provide to the recipient a Tax Invoice complying with the GST Act. (i) If one of the Parties to this document Deed is entitled to be reimbursed or indemnified for a reimbursement loss, cost, expense or indemnification, calculated by reference to a Loss outgoing incurred by that partyin connection with this Deed, then the amount of the reimbursement or indemnity payment will must be reduced by the an amount of equal to any input tax credit to which that party the Party being reimbursed or indemnified (or its representative member) is entitled for in relation to that Lossloss, cost, expense or outgoing. (j) In the event that non-monetary consideration is provided under this Deed, the Parties to this Deed will seek to agree upon the GST-exclusive market value of the non-monetary consideration and where appropriate, the Parties must apply clauses 18(b) to 18(h) (inclusive) in respect of any non-monetary consideration that is treated as a taxable supply. (k) Notwithstanding Clause 18(h), where non-monetary consideration is provided under this Deed, the Parties agree to issue a Tax Invoice to each other in respect of the non-monetary consideration that complies with the GST Act and where appropriate, the Tax Invoice must show any GST Amount payable. (l) Where the Parties agree to apply the margin scheme, the margin scheme will be applied to calculate the amount of GST on the sale of the Property by the Authority under this Deed. That party is assumed to The purchaser acknowledges that it will not be entitled to a full an input tax credit unless it proves, before for the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member acquisition of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies Property under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration Deed. Where any GST is payable under this document the margin scheme, clause 18(c) will be adjusted to enable the Service Provider to recover its resulting net increased costsapply.

GST. (a) Words or expressions used in this clause 24.2 that 18.7 which are defined in the GST Law A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause 24.218.7. (b) Any consideration If a party (Supplier) is required to be paid or provided under or pay GST in connection with this document, for respect of a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with (including by reason of a breach of) this document is a taxable supplyAgreement, the consideration payable recipient of the supply must (in addition to any other monetary or non-monetary payment for, or in connection with, the supply) pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by Supplier an additional amount equal to the GST that exclusive consideration for the supplier taxable supply multiplied by the prevailing rate of GST (GST Amount) unless and to the extent the consideration is or becomes liable expressly stated to be GST inclusive. (c) The recipient need not pay the GST Amount in respect of a taxable supply until the Supplier has given the recipient a tax invoice in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountsupply. (d) The Provided a tax invoice has been given, the GST Amount must be paid by the recipient of recipient: (i) if any monetary consideration is payable for the taxable supply to the supplier without set-off, deduction or requirement for demandsupply, at the same time and in the same manner as such monetary consideration; or (ii) if no monetary consideration is payable for the GST Exclusive Amount is required to be paid or provided under this documentsupply, except within 10 Business Days after the recipient need not pay unless Day on which the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplygiven. (e) If a any payment to be made to a party Party under or in connection with this document Agreement is a reimbursement or indemnification, calculated by reference indemnification of an expense or other Liability incurred or to a Loss be incurred by that partyParty, then the amount of the payment will must be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it provesParty, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group that Party is a member of (as the case may be), is entitled for that expense or other Liability, such reduction to be effected before any increase in accordance with clause 18.7(b)). (f) If an adjustment event arises in respect of a supply made under or in connection with this Agreement, then: (i) if the Supplier's corrected GST Amount is less than the previously attributed GST Amount, the Supplier will refund the difference to the recipient; or (ii) if the Supplier's corrected GST Amount is greater than the previously attributed GST Amount, the recipient will pay the difference to the Supplier; and (iii) the Supplier must pay and input tax credits issue an adjustment note to which the representative member is entitledrecipient within seven Days of the adjustment event occurring; and (iv) any payment under clauses 18.7(f)(i) or 18.7(f)(ii) must be paid to the Supplier or recipient (as the case may be) within 15 Days of the adjustment note being issued by the Supplier. (g) If In this Agreement, all references to monetary and non-monetary payments and obligations to make payments, including all references to compensation (including by way of reimbursement or indemnity), are, but for the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date operation of this document)clause, then the consideration payable under this document will exclusive of GST, unless expressly stated to be adjusted to enable the Service Provider to recover its resulting net increased costsGST-inclusive.

GST. If a party (a"GST Supplier") Words or expressions used in this clause 24.2 that are defined in the makes a supply to another party ("GST Law have the same meaning in this clause 24.2. (bRecipient") Any consideration to be paid or provided under or in connection with this documentAgreement, for a supply made or to be made under or in connection with this document, does not include the GST Recipient must pay the GST Supplier an amount on account of GST. equal to any GST payable by the GST Supplier in relation to that supply (c) To "GST Amount"), unless the extent that any supply made under or in connection with this document is a taxable supply, amount payable by the consideration payable or to be provided GST Recipient for that supply but is already expressed to be inclusive of GST. If the amount of a Claim from the Retailer to the State for reimbursement of Rebates is calculated on a GST-exclusive basis, and payment of that amount is consideration for a taxable supply by the application of this clause 24.2 (GST Exclusive Amount) Retailer, the State must be increased by pay to the Retailer an additional amount equal to the GST that payable by the supplier is or becomes liable to pay Retailer in respect of that taxable supply the amount ("GST Amount"), so . This is the case notwithstanding that the supplier retainsState may not be the recipient of the taxable supplies to which the amount relates. For the purposes of this clause 18.2, after deducting in the circumstances described in this clause 18.2(2) the State will be deemed to be the “GST Amount, Recipient” and the Retailer will be deemed to be the “GST Exclusive Amount. (d) Supplier”. The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time and in the same manner as making payment of any monetary consideration on which the GST Exclusive is calculated. If the GST Amount is not calculated on monetary consideration, the GST Recipient must pay the GST Amount within 7 days of receipt of a written demand from the GST Supplier. The GST Recipient's obligation to pay the GST Amount is conditional on the GST Supplier providing the GST Recipient with a tax invoice that complies with the relevant law, or, if the circumstances described in clause 18.2(2) apply, an invoice that would comply with the relevant law if the State was the actual recipient of supplies to which the GST Amount relates. The GST Supplier must do all other things reasonably requested by the GST Recipient to enable the GST Recipient to obtain any input tax credit or other statutory set-off to which it is entitled. The amount recoverable on account of GST under this clause 18.2 will include any fines, penalties, interest and other charges incurred as a result of late payment or other default by the GST Recipient under this Agreement. If a party is required to be paid pay, reimburse or provided under indemnify another party for any cost, expense or other amount that the other party has incurred or will incur in connection with this documentAgreement, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment amount will be reduced by any part thereof for which the amount of any other party (or representative member if this is not the other party) can claim an input tax credit, partial input tax credit to which that party is entitled for that Lossor other like offset. That party is assumed to be entitled to a full input tax credit unless it provesUnless the contrary intention appears, before terms used in this clause 18.2 have the date on which meaning given in the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by A New Tax System (Goods and Services Tax) Act 1999 (Cwlth). Entire agreement This Agreement comprises the GST payable entire agreement between the parties in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date subject matter of this document)Agreement and supersedes any prior representations, then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsnegotiations, writings, memoranda and agreements.

GST. (a) Words or expressions used Any reference in this clause 24.2 that are to a term defined or used in the GST Law have A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ is, unless the same meaning context indicates otherwise, a reference to that term as defined or used in this clause 24.2that Act. (b) Any Unless expressly included, the consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document Agreement does not include an amount on account of GST in respect of the supply ("GST Exclusive Consideration") except as provided under this clause. (c) Any amount referred to in this Agreement (other than an amount referred to in clause 21(f)) which is relevant in determining a taxable supplypayment to be made by one of the parties to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis. (d) To the extent that GST is payable in respect of any supply made by a party ("Supplier") under or in connection with this Agreement, the consideration payable or to be provided under this Agreement for that supply but for the application of this clause 24.2 (GST Exclusive Amountunless it is expressly stated to include GST) must be is increased by an additional amount equal to the GST that Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the supplier rate at which GST is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountsupply. (de) The GST Amount recipient must be paid by pay the recipient of the taxable supply additional amount payable under clause 21(d) to the supplier without set-off, deduction or requirement for demand, Supplier at the same time as the GST Exclusive Amount Consideration is otherwise required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyprovided. (ef) Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this Agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 21(d), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable. (g) If one of the parties to this Agreement is entitled to be reimbursed or indemnified for a payment to a party under Loss, cost, expense or outgoing incurred in connection with this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that partyAgreement, then the amount of the reimbursement or indemnity payment will must first be reduced by the an amount of equal to any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. indemnified (for its representative member) If a party is a member of a GST groupentitled in relation to that Loss, references to GST that cost, expense or outgoing and then, if the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST group must pay and input tax credits to which the representative member is entitledin accordance with clause 21(f). (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in this clause 24.2 21.2 that are defined in the GST Law have the same meaning in this clause 24.221.2. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 21.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Lossloss, cost or expense. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in In this clause 24.2 that are 4.6, words and expressions which have a defined meaning in the A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ (Cth) (GST Law Act) have the same meaning as in the GST Act. If the Licensee is an Australian entity: all Fees payable under this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Agreement are exclusive of GST. (c) To the extent that ; if GST is payable by a supplier on any supply made under or in connection with this document is a taxable supplyAgreement, the consideration payable or recipient, upon receiving a tax invoice from the supplier, will pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by supplier an additional amount equal to the GST that payable on the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must supply; and this amount will be paid by the recipient of the taxable supply to the supplier without set-offin addition to, deduction or requirement for demand, and at the same time time, that the consideration for the supply is to be provided. If the Licensee is a foreign entity: any supply made by the Licensor under this Agreement to the Licensee will be treated by the Licensor as GST-free under the GST Exclusive Amount Act in reliance on the following representations made by the Licensee that: it is a non-resident for Australian Income Tax purposes; it will not be in Australia when the thing to be supplied is so supplied; it will acquire the supply in carrying on its enterprise; and it is not registered or required to be paid or provided registered in Australia for GST purposes; and if any supply made under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST Agreement is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if classified as a taxable supplysupply for GST purposes because any of the representations in clause 4.6(c) are incorrect, must be increased by the Licensee will on demand pay the Licensor the GST payable in relation on that supply together with any interest, fine, penalty or other amount imposed as a consequence of the incorrect representation. Performance Promote the IPR The Licensee must Commercialise the Licensed IPR throughout the Term, to the supplyextent permitted by the Licence, consistently with: maximising the Fees payable to the Licensor; and a tax invoice actively marketing and promoting Products incorporating the Licensed IPR. In determining whether the Licensee has acted in accordance with clause 5.1(a), regard will be given to the achievement or failure of the Licensee to meet the Performance Criteria in any relevant year. At the request of either party, the parties will meet in good faith to review and discuss the Performance Criteria to ensure they remain appropriate and within the reasonable ability of the Licensee to achieve. Any amendment to the Performance Criteria must be provided by the party being reimbursed or indemnifiedagreed in accordance with clause 19.4. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in In this clause 24.2 that are defined in the GST Law Clause, GST, Taxable Supply, Consideration, Tax Invoice, Input Tax Credit, Adjustment Note and Adjustment Event each have the same meaning given to those terms in this clause 24.2Section 195-1 of the A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ (Cth). (b) Any consideration to be paid or provided The parties acknowledge that, unless expressed otherwise in this Agreement, all Consideration payable under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Agreement is expressed exclusive of GST. (c) If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement by one party (Supplier) to another (Recipient), the Recipient providing Consideration for the Taxable Supply must also pay the GST payable in respect of that Taxable Supply as additional Consideration, unless the Consideration for the Taxable Supply is expressly agreed to be GST inclusive. No payment in respect of the Taxable Supply is required until the Supplier has provided a Tax Invoice or Adjustment Note, as the case may be, to the Recipient. (d) To the extent that any supply made under or in connection with this document Agreement is a taxable supplyTaxable Supply, the consideration payable or to be provided Consideration for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must Taxable Supply will be increased by an additional amount equal to determined by the Supplier, not exceeding the amount of that Consideration (or its market value) multiplied by the rate at which GST that the supplier is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), the Taxable Supply. The amount so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount determined must be paid by the recipient Recipient of the taxable supply to Taxable Supply even if the supplier without set-off, deduction or requirement for demand, at Recipient disputes the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplydetermination. (e) If an Adjustment Event occurs following a payment to determination under Clause 4.7(d), the Supplier must make a party further determination under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by Clause 4.7(d) of the amount of any input tax credit to which Consideration payable and if the GST component of that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it provesConsideration differs from the amount originally determined, before the date on which amount of the payment difference must be madepaid by, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation refunded to or credited to the supplyRecipient, and a tax invoice must be provided by as the party being reimbursed or indemnifiedcase may be. (f) If The Supplier must issue a party is a member Tax Invoice to the Recipient of a GST group, references to GST that the party must pay, and to input tax credits Taxable Supply to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.clause applies no later than fourteen

GST. ‌ (a) Words or expressions used in this Subject to clause 24.2 that are defined in the 11.2(c) if GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under is payable on a Taxable Supply made under, by reference to, or in connection with this documentAgreement, the Party providing the Consideration for a supply made or that Taxable Supply must also pay the GST Amount as additional Consideration.‌ (b) Clause 11.2(a) does not apply to the extent that the Consideration for the Taxable Supply is expressly stated in this Agreement to be made under or in connection with this document, does not include an amount on account of GSTGST inclusive. (c) To No additional amount shall be payable by the Council under clause (a)11.2(a) unless, and only to the extent that any supply made under or the Council (acting reasonably and in connection accordance with this document the GST Law) determines that it is a taxable supply, entitled to an Input Tax Credit for its acquisition of the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal Taxable Supply giving rise to the GST that the supplier is or becomes liable liability to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount.GST.‌ (d) The If there are Supplies for Consideration which are not amounts of Money under this Agreement by one Party to the other Party that are not subject to Division 82 of the GST Amount must be paid Law, the Parties agree: (i) to negotiate in good faith to agree the GST inclusive market value of those Supplies prior to issuing Tax Invoices in respect of those Supplies; and (ii) that any amounts payable by the recipient Parties in accordance with this clause to each other in respect of the taxable supply those Supplies will be set off against each other to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for extent that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplythey are equivalent in amount. (e) If Within seven days of a payment to a party Supply being made under this document is Agreement, the Supplier must provide to the Recipient a reimbursement Tax Invoice or indemnification, calculated by reference to other documentation that complies with the requirements for a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by valid Tax Invoice under the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLaw. (f) If a party is a member No payment of a GST group, references any amount pursuant to GST that the party must paythis clause11, and to input tax credits to which the party is entitled, include GST that the representative member no payment of the GST group must pay and input tax credits amount where the Consideration for the Taxable Supply is expressly agreed to which be GST inclusive, is required until the representative member is entitledsupplier has provided a Tax Invoice of Adjustment Note as the case may be to the recipient. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider Any reference in the course calculation of making supplies under this document Consideration or of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability. (that is, acquisitions that were creditable acquisitions at the date h) This clause 11continues to apply after expiration or termination of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsAgreement.

GST. 36.1 In this clause 36 (GST): (a) Words or unless otherwise stated, words and expressions used which are not defined in this clause 24.2 that are Agreement, but which have a defined meaning in the GST Law have the same meaning as in this clause 24.2.the GST Law; and (b) Any a reference to a party or an entity includes the representative member of any GST group of which the relevant party or entity is a member. 36.2 Unless otherwise expressly stated, all prices or other sums payable, or consideration to be paid or provided to a party under this Agreement, are exclusive of GST. 36.3 Subject to this clause 36 (GST), if a party (Supplier) makes a taxable supply to another party (GST Recipient) under or in connection with this document, for a supply made or to be made under or Agreement in connection with this document, does not include an amount on account respect of GST. (c) To the extent that any supply made under or in connection with this document which GST is a taxable supplypayable, the consideration payable or to be provided for that supply but for GST Recipient must pay the application of this clause 24.2 (GST Exclusive Amount) must be increased by Supplier an additional amount equal to the GST that payable on the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that unless the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of consideration for the taxable supply was specified to the supplier without set-off, deduction or requirement for demand, include GST). The additional amount is payable at the same time as that any part of the GST Exclusive Amount consideration for the supply is required to be first paid or provided under this document, except the recipient need not pay unless the recipient has received provided. The Supplier must provide a tax invoice (or to the GST Recipient in accordance with the GST Law. 36.4 If an adjustment note) prior to any payment for that event arises in respect of a taxable supply. Where supply made by a Supplier under this Agreement, the amount payable by the GST is not referable to an actual payment then it Recipient will be payable within ten (10) Business Days of recalculated to reflect the adjustment event and a tax invoice being issued payment will be made by the party making GST Recipient to the supplySupplier or by the Supplier to the GST Recipient as the case requires. The Supplier must provide an adjustment note to the GST Recipient in accordance with the GST Law. 36.5 If the GST payable in relation to a supply is less than the amount the GST Recipient has paid the Supplier under clause 36.3 (e) GST), the Supplier is only obligated to pay a refund of GST to the GST Recipient to the extent the Supplier receives a refund of that GST from the Commissioner. 36.6 If a payment to a party under this document Agreement is a reimbursement or indemnification, calculated by reference to a Loss loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before on the date on which acquisition of the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits supply to which the party is entitledthat loss, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitledcost or expense relates. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions including the term “Tax Invoice” used in this clause 24.2 that 9.5 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (the “GST Law Law”) or, if not so defined, then which are defined in the Competition and Consumer Act 2010 (Cth), have the same meaning in this clause 24.2clause. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this documentagreement unless specifically described in this agreement as ‘GST inclusive’, does not include an amount on account of GST. (c) To the extent that Despite any other provision in this agreement if a party (“Supplier”) makes a supply made under or in connection with this document agreement on which GST is a taxable supply, imposed: (i) the consideration Consideration payable or to be provided for that supply under this agreement but for the application of this clause 24.2 (“GST Exclusive AmountConsideration”) is increased by, and the recipient of the supply (“Recipient”) must be increased by also pay to the Supplier, an additional amount equal to the GST that payable on the supplier is or becomes liable to pay in respect of that taxable supply (“GST Amount”), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount.; and (dii) The the GST Amount must be paid to the Supplier by the recipient of the taxable supply to the supplier Recipient without set-set off, deduction or requirement for demand, at the same time as the GST Exclusive Amount Consideration is required payable or to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyprovided. (ed) If a payment to a party under this document agreement is a reimbursement or indemnification, calculated by reference to a Loss loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party, or the representative member of a GST group of which that party is a member, is entitled for that Loss. That party is assumed loss, cost or expense. (e) The Recipient need not make a payment for a taxable supply made under or in connection with this agreement until the Supplier has given the Recipient a tax invoice for the supply to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedrelates. (f) If an adjustment event occurs in relation to a party taxable supply made under or in connection with this agreement then the Consideration payable in respect of the supply will also be adjusted as follows: (i) if the adjustment event gives rise to an increase in the GST payable by the Supplier in relation to the supply a payment equal to that increase will be made by the Recipient to the Supplier; and (ii) if the adjustment event gives rise to a decrease in the GST payable by the Supplier in relation to the supply payment equal to that decrease will be made by the Supplier to the Recipient. (g) Any payment that is required under clause 9.5(f) will be made within 20 Business Days of the issuing of an adjustment note or an amended tax invoice, as the case may be, by the Supplier. (h) If an adjustment event gives rise to an adjustment, the Supplier must issue an adjustment note to the Recipient as soon as it becomes aware of the adjustment event. (i) If a person is a member of a GST group, references to GST that for which the party must pay, person is liable and to input tax credits to which the party person is entitled, entitled include GST that which the representative member of the GST group must pay is liable and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (16.1 It is expected that most Athletes applying for Grants will neither be registered nor liable to be registered for GST purposes. However, in the event that an Athlete is registered or liable to be registered for GST, the provisions of this clause apply. For the purposes of this Agreement: a) Words a word or expressions used in this clause 24.2 that are expression defined in the GST Law have Act has the same meaning as in that Act, unless the context makes it clear that a different meaning is intended; and b) consideration includes any non-monetary consideration, in respect of which the parties must agree on a market value, acting reasonably. 16.2 Unless stated to the contrary, and otherwise as provided in this clause 24.2clause, any consideration payable under this Agreement shall be exclusive of GST. If a party makes a supply pursuant to this Agreement, and GST is payable on that supply, the consideration for the supply (GST exclusive consideration) is increased by an amount equal to the GST exclusive consideration multiplied by the rate of GST prevailing at the time the supply is made (additional GST amount), except where the recipient of the supply is liable under the GST law to pay the GST on that supply. 16.3 The additional GST amount must be paid at the same time and in the same manner as the GST exclusive consideration. 16.4 If a party is required under this Agreement to indemnify another party, or pay or reimburse costs of another party, that party agrees to pay the relevant amount less any input tax credits to which the other party (bor to which the representative member for a GST group of which the other party is a member) Any consideration is entitled. 16.5 A party need not make a payment for a taxable supply made pursuant to this Agreement until it receives a tax invoice or issues a Recipient Created Tax Invoice (“RCTI”) (as appropriate) for the supply to which the payment relates. 16.6 In the event that the Athlete is registered or required to be paid or provided registered for GST, the parties agree that the Sports Foundation will issue RCTIs to the Athlete in relation to supplies made by the Athlete to the Sports Foundation under or in connection with this document, Agreement. The parties agree that the Sports Foundation will issue RCTIs in accordance with the terms contained in Schedule 2 and for a supply made or to be made under or in connection with this document, does not include an amount on account period of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions commencing at the date of this document)Agreement and until this Agreement is terminated or the terms for issuing RCTIs are no longer met by the parties. 16.7 If an adjustment of GST is required as a result of an adjustment event in respect of a supply made pursuant to this Agreement, then the consideration then: a) a corresponding adjustment of GST payable under this document will Agreement must be adjusted made between the parties within 21 days after the end of the tax period in which the adjustment is attributable; and b) the supplier, if obligated to enable do so under the Service Provider to recover its resulting net increased costsGST law, must issue an adjustment note within 21 days after the end of the tax period in which the adjustment is attributable.

GST. (a) Words (Interpretation): In this clause, a word or expressions used in this clause 24.2 that are expression defined in the GST Law have Act has the same meaning as in that Act. For the purposes of this clause 24.25.10, references to GST payable and input tax credit entitlements of any entity include: (i) any notional GST payable and notional input tax credit entitlements; and (ii) GST payable by, and input tax credit entitlements of, the representative member of the GST group of which the entity is a member. (b) Any (GST exclusive consideration): Unless stated to the contrary, and otherwise as provided in this clause, any consideration to payable under this Deed shall be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account exclusive of GST. (c) To (GST gross up): If a party makes a supply pursuant to this Deed, to the extent that any supply made under or in connection with this document is a taxable supplyextent, if any, the consideration payable or to be provided for that supply but is expressed as an amount of money, the consideration for the application of this clause 24.2 supply (GST Exclusive Amountexclusive consideration) must be is increased by an additional amount equal to the GST that exclusive consideration multiplied by the supplier rate of GST prevailing at the time the supply is or becomes made (additional GST amount), except where the recipient of the supply is liable under the GST Law to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, on that supply. The additional GST amount must be paid at the same time and in the same manner as the GST Exclusive Amountexclusive consideration. (d) The GST Amount must be paid by (Tax invoice): To the recipient extent the consideration for a supply under this Deed is expressed as an amount of the money, a party need not make a payment for a taxable supply made pursuant to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received Deed until it receives a tax invoice (or an adjustment note) prior for the supply to any which the payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyrelates. (e) If (Barter Supply): The parties acknowledge and agree that for GST purposes: (i) the State is making a payment taxable supply to a party State Toll Co of the right to toll under this document Deed, in return for State Toll Co entering into the obligation to pay to develop the Tollway on the State’s land and returning possession of the land and fixed Tollway assets to the State at the expiry of the STC Lease; (ii) State Toll Co is making a reimbursement or indemnificationtaxable supply to the State by entering into an obligation to pay to develop the Tollway on the State’s land, calculated by reference in return for the State granting to a Loss incurred by that partyState Toll Co the right to toll under this Deed; (iii) in respect of taxable supplies identified in this clause 5.10(e), then the payment will be reduced by parties agree that: A. the GST inclusive market value of the State’s supply of the right to toll under this Deed is equal to the GST inclusive market value of State Toll Co’s supply of entering into the obligation to pay to develop the Tollway on the State’s land, the amount of any input tax credit which shall be agreed by the parties; B. the GST inclusive market value of State Toll Co’s supply of entering into the obligation to pay to develop the Tollway on the State’s land is equal to the GST inclusive market value of the State’s supply of granting to State Toll Co the right to toll under this Deed, the amount of which that party is entitled for that Loss. That party is assumed shall be agreed by those parties; C. the value of the non-monetary consideration to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased agreed by the GST payable parties is not a valuation supported by a qualified professional valuer and is not conclusive evidence of the GST-inclusive market value of the non-monetary consideration; and D. notwithstanding any other clause in this Deed, the State and State Toll Co agree to exchange tax invoices for their respective supplies made under this clause 5.10(e) on Financial Close under and as defined in the Project Deed. (iv) if the Commissioner of Taxation makes inquiries, in any form, of the State or State Toll Co with respect to the valuation of non-monetary consideration shown on the tax invoices issued pursuant to this clause 5.10(e), the parties acknowledge and agree that: A. each party must provide all reasonable co-operation and assistance reasonably requested by the other party to respond to any such queries; B. the parties must promptly keep each other fully informed in relation to those inquiries and provide copies of any correspondence or other documents sent to or received from the Commissioner of Taxation in relation to the supplymatter; C. if either party is notified that the Commissioner of Taxation has determined the value of non-monetary consideration to be different to that shown on the tax invoices, it must notify the other party of that determination and the value determined; and D. as soon as practicable after giving or receiving a notice in accordance with clause 5.10(e)(iv)C, each party must issue an amended tax invoice must be provided to the other party reflecting the valuation of non-monetary consideration as determined by the party being reimbursed or indemnifiedCommissioner of Taxation. (f) (Adjustments): If an adjustment of GST is required as a party is a member result of an adjustment event in respect of a supply made pursuant to this Deed, then: (i) a corresponding adjustment of GST group, references to GST that payable under this Deed must be made between the party must pay, and to input parties within 21 days after the end of the tax credits to period in which the party adjustment is entitledattributable; and (ii) the supplier, include if obligated to do so under the GST that Law, must issue an adjustment note within 21 days after the representative member end of the GST group must pay and input tax credits to period in which the representative member adjustment is entitledattributable. (g) (Reimbursements) If a party must reimburse or indemnify another party for a loss, cost or expense, the GST Law should change such that the Service Provider amount to be reimbursed or indemnified is unable first reduced by an amount equal to claim any input tax credits for acquisitions made by credit the Service Provider other party is entitled to in respect of the course of making supplies under this document (that isloss, acquisitions that were creditable acquisitions at the date of this document)cost or expense, and then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsin accordance with clause 5.10(c) where applicable.

GST. (a) Words Any consideration or expressions used in amount payable under this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2Agreement (including any non-monetary consideration) (Consideration) is exclusive of GST. (b) Any consideration to be paid If GST is or provided under or in connection with this document, for becomes payable on a supply made or to be Supply made under or in connection with this documentAgreement, does not include an additional amount (Additional Amount) is payable by the party providing consideration for the Supply (Recipient) equal to the amount of GST payable on account of GSTthat Supply as calculated by the party making the Supply (in this clause 9 only, the Supplier) in accordance with the GST Law. (c) To The Additional Amount payable under paragraph 9(b) is payable at the extent that same time and in the same manner as the Consideration for the Supply. (d) If for any supply made reason the amount of GST payable on a Supply varies from the Additional Amount payable by the Recipient under paragraph (b): i. the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as appropriate; ii. the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and iii. the Supplier must notify the Recipient of the refund, credit or further amount within 10 Business Days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification and the Recipient must pay any further amount within 5 Business Days after receiving such notification, as appropriate. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 10 Business Days after becoming aware of the occurrence of the Adjustment Event. (e) Despite any other provision in this Agreement: i. if an amount payable under or in connection with this document Agreement (whether by way of reimbursement, indemnity or otherwise) is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss an amount incurred by that a party, then whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the payment will amount payable must be reduced by the amount of any input tax credit Input Tax Credit to which that party is entitled for in respect of that LossAmount Incurred; and ii. That party no Additional Amount is assumed payable under paragraph (b) in respect of a Supply to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by s 84-5 of the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLaw applies. (f) If Any reference in this clause to an Input Tax Credit to which a party is entitled includes an Input Tax Credit arising from a Creditable Acquisition by that party but to which the Representative Member of a GST Group of which the party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in this clause 24.2 25.1 To the extent that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided Secured Party makes a taxable supply under or in connection with this document, for a supply except where express provision is made or to be made under or in connection with this documentthe contrary, does not include an amount on account of GST. (c) To the extent that any supply made consideration payable by the party under or in connection with this document represents the value of the taxable supply for which payment is to be made and on which GST is to be calculated. 25.2 If the Secured Party makes a taxable supply under or in connection with this document for a consideration which, under clause 25.1 represents its value, then the party liable to pay for the taxable supply must also pay at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply. 25.3 If this document requires the Guarantor to pay, reimburse or contribute to an amount paid or payable by the Secured Party in respect of an acquisition from a third party for which the Secured Party is entitled to claim an input taxed credit, the amount required to be paid reimbursed or contributed by the Guarantor will be the value of the acquisition by the Secured Party plus, if the Secured Party’s recovery from the Guarantor is a taxable supply, any GST payable under clause 25.2. 25.4 On receipt by the Secured Party of the consideration payable or to be provided for that supply but for and GST payable, the application Secured Party will, within 28 days of this clause 24.2 (GST Exclusive Amount) must be increased receipt of a request in writing by an additional amount equal to the GST that the supplier is or becomes party liable to pay those sums, give a valid tax invoice to that party. 25.5 The Secured Party agrees that it will pass on any cost savings that it obtains through the abolition or reduction in respect any existing taxes, duties or statutory charges that accompany the introduction of that taxable supply (GST Amount), so that GST. 25.6 Expressions in italics in this clause have the supplier retains, after deducting same meaning as those expressions in the GST Amount, the GST Exclusive AmountAct. (d) The GST Amount must be paid by the recipient Item 1 Grantor: AXIS Consultants Pty Ltd ACN 006 804 708 of the taxable supply to the supplier without set-off▇▇▇▇▇ ▇, deduction or requirement for demand▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇, at the same time as the GST Exclusive Amount is required to be paid or provided under this document▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Item 2 Secured Party: Legend International Holdings, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days Inc of a tax invoice being issued by the party making the supplyc/- ▇▇▇▇▇ ▇, ▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ Item 3 Business: N/A Item 4 Trust: N/A Item 5 Guarantor: N/A Item 6 Agreement: Loan Agreement dated 25 March 2014 Item 7 Securities: This Deed. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in this clause 24.2 that are defined Despite any other provisions of the Bank Finance Documents, in the event that GST Law have the same meaning in this clause 24.2. (b) Any consideration has application to be paid or provided any supply made by a Finance Party under or in connection with this documentthe Bank Finance Documents, for a supply made the Finance Party may, in addition to any amount or consideration payable under the Bank Finance Documents, recover from the Borrower an additional amount on account of GST, such amount to be made calculated by multiplying the relevant amount or consideration payable by the Borrower for the relevant supply by the prevailing GST rate. Any additional amount on account of GST recoverable from the Borrower pursuant to this clause 16.6 shall be calculated without any deduction or set-off of any other amount and is payable by the Borrower upon demand by the Facility Agent whether such demand is by means of an invoice or otherwise. ------------------------------------------------------------------------------- (c) Mallesons S▇▇▇▇▇▇ ▇▇▇▇▇▇ Loan Note Subscription Agreement 30 26 February 2004 (b) In relation to any taxable supplies under or in connection with the Bank Finance Documents, the relevant Finance Party will provide the Borrower with valid tax invoices, as a precondition to recovery by it of the relevant additional amount on account of GST under clause 16.6(a), in a form that will enable the Borrower to claim any refund or credit of GST permitted by the GST law. (c) If at any time an adjustment is made as between the Finance Party and the relevant taxing authority of an amount paid on account of GST on any supply made by the Finance Party under the Bank Finance Documents, a corresponding adjustment must be made as between the Finance Party and the Borrower and any payments required to give effect to the adjustment must be made. If the Finance Party is entitled to an adjustment by way of refund, the Finance Party must apply for the refund if requested in writing to do so by the Borrower. (d) If a Finance Party is unable to claim a full Input Tax Credit for GST paid by it in respect of a supply acquired by it from another Finance Party in connection with the Bank Finance Documents, the Borrower agrees to reimburse the Finance Party for the difference between the Input Tax Credit claimed by the Finance Party and the amount of GST paid. The Borrower agrees to pay this documenton demand by the Facility Agent. If a Finance Party makes a claim for the difference between the Input Tax Credit and the amount of GST paid, does not include it agrees to provide the Borrower with reasonably detailed calculations showing how the amount demanded has been ascertained. However, nothing obliges a Finance Party to provide details of its business or tax affairs which it considers in good faith to be confidential. (e) Nothing in this clause 16.6 requires the Borrower to pay an amount on account of GST. (c) To a fine, penalty, interest or other amount for which a Finance Party is liable, to the extent that any supply made under the liability arises as a consequence of wilful misconduct or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid gross negligence by the recipient of the taxable supply to the supplier without set-offFinance Party, deduction its employees or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supplyagent. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date ------------------------------------------------------------------------------- 17 Interest on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.overdue amounts

GST. (a) Words Unless otherwise expressly stated, all amounts, prices, values or expressions used in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration other sums payable or to be provided for that under this Agreement are exclusive of GST. If GST is payable on any supply but for made under this Agreement: the application of this clause 24.2 (GST Exclusive Amount) Recipient must be increased by pay to SJGHC an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of payable on the taxable supply in addition to the supplier without set-off, deduction or requirement for demand, and at the same time as payment for the GST Exclusive Amount taxable supply is required to be paid or provided made under this document, except Agreement; SJGHC must give the recipient need not pay unless the recipient has received Recipient a tax invoice (or an adjustment note) prior to any payment for that the taxable supply. Where ; and where the GST Recipient is not referable required under this Agreement to pay for or reimburse an actual payment then it will be payable within ten (10) Business Days expense or outgoing of a tax invoice being issued by the party making the supply. (e) If SJGHC, or is required to make a payment under an indemnity in respect of an expense or outgoing of SJGHC, the amount the Recipient has to a party under this document pay is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by sum of: the amount of the expense or outgoing less any input tax credit in respect of that expense or outgoing to which that party SJGHC is entitled for that Loss. That party entitled, and if SJGHC’s recovery from the Recipient is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if in respect of a taxable supply, must be increased by an amount equal to the GST payable by SJGHC in respect of that recovery. Intellectual Property Ownership The Recipient acknowledges that: SJGHC will continue to own the IP Rights in the Material and Data, and any Progeny or Unmodified Derivatives; and no licence, to the Recipient, of the IP Rights in the Material or Data is implied by the Recipient’s use of the Material or Data. Subject to clause 5.1(a), all New IP Rights will be owned by the Party who created or made an inventive contribution to the New IP Rights, and each Party will grant the other Party a non-exclusive, perpetual, royalty-free licence to use the New IP Rights for its own non-commercial research purposes. The Recipient will provide details of any New IP Rights to SJGHC within a reasonable time period from the date of creation of the New IP Rights, and comply with any reasonable reporting requirements in relation to the supplyNew IP Rights as specified by SJGHC. The Parties will not sell, and a tax invoice must be provided by deal or exploit the Material or Data for profit or for commercial gain (financial or otherwise) or allow any third party being reimbursed or indemnified. (f) If a to do the same. Third party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member rights The provision of the GST group must pay Material and input tax credits Data to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider Recipient will not alter or detract from any third party rights in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsMaterial and Data.

GST. (a) Words or expressions used If a party (the supplier) is required to pay GST in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for respect of a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with (including by reason of a breach of) this document is a taxable supplyagreement, the consideration payable recipient of the supply must (in addition to any other payment for, or in connection with, the supply) pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by supplier an additional amount equal to such GST (such amount being the GST that gross-up). (b) If a GST gross-up is payable, then the supplier is or becomes liable to pay in respect of that taxable supply must give the recipient a tax invoice for the supply. (GST Amount), so that the supplier retains, after deducting the GST Amountc) Provided a tax invoice has been given, the GST Exclusive Amount. (d) The GST Amount gross-up must be paid by the recipient of recipient: (i) if any monetary consideration is payable for the taxable supply to the supplier without set-off, deduction or requirement for demandsupply, at the same time and in the same manner as such monetary consideration; or (ii) if no monetary consideration is payable for the GST Exclusive Amount is required supply, within 10 (d) If any payment to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment made to a party under or in connection with this document agreement is a reimbursement or indemnification, calculated by reference indemnification of an expense or other liability incurred or to a Loss be incurred by that party, then the amount of the payment will must be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed expense or other liability, such reduction to be entitled effected before any increase in accordance with clause 10.2(a). (e) If an adjustment event has occurred in respect of a supply made under or in connection with this agreement, any party that becomes aware of the occurrence of that adjustment event must notify the other party as soon as practicable, and the parties agree to a full input tax credit unless it provestake whatever steps are necessary (including to issue an adjustment note), before the date and to make whatever adjustments are required, to ensure that any GST or additional GST on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by or any refund of GST (or part thereof), is paid no later than 20 business days after the GST payable in relation to supplier first becomes aware that the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedadjustment event has occurred. (f) If For the purposes of this agreement: (i) terms used in this clause 10.2 that are defined in the A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ (Cth) have the meaning given to them in that Act; (ii) a party is reference to a member payment in this clause 10.2 includes any payment of a GST group, money and any form of consideration other than payment of money; and (iii) all references to GST that payments and obligations to make payments, including all references to compensation (including by way of reimbursement or indemnity), are, but for the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date operation of this document)clause 10.2, then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsexclusive of GST.

GST. (a) Words or (Construction): In this Clause 20.1: (i) words and expressions used which are not defined in this clause 24.2 that are document but which have a defined meaning in the GST Law have the same meaning as in this clause 24.2the GST Law and GST includes any payment made under or in accordance with the State Entities (Payments) ▇▇▇ ▇▇▇▇ (WA); (ii) GST Law has the same meaning given to that expression in the A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ (Cth); and (iii) references to GST payable and input tax credit entitlement include GST payable by, and the input tax credit entitlement of, the representative member for a GST group of which the entity is a member. (b) Any (Nominated entity): The Delegate confirms that the entity nominated to be responsible for the administration of the Delegate’s GST reporting obligations (Nominated Entity) is registered for GST as at the date of this document. The parties acknowledge that the Nominated Entity will be responsible for administering the obligations in accordance with this Clause on behalf of the Delegate. (c) (Additional amount): Unless otherwise expressly stated, and except in connection with a supply to which Clause 20.1(d) applies, all prices or other sums payable or consideration to be paid provided in accordance with this document are exclusive of GST. (d) (Non-monetary consideration): Subject to Clause 20.1(i), if some or all of the consideration for a taxable supply made by a party in connection with this document is not expressed as an amount of money (Non Monetary Consideration) and also constitutes a taxable supply by the recipient, the parties agree that: (i) the Non Monetary Consideration is GST inclusive and will not be increased on account of GST under Clause; and (ii) Project Co will, after consultation with and the approval of the Delegate (such approval not to be unreasonably withheld or delayed), instruct a suitably qualified professional valuer to determine, in accordance with the principles set out by the Commissioner of Taxation in GST Ruling GSTR 2001/6 or any replacement ruling, the GST inclusive market value of any Non Monetary Consideration provided by the supplier and the recipient; and (iii) Project Co will notify the Delegate of the amount determined by the valuer within 15 days of the end of the month in which this document is entered. (e) (Payment of GST): (i) Subject to Clause 20.1(d)(i), if GST is payable on any supply made by a party (Supplier) under or in connection with this document, for a supply made or the recipient will pay to be made under or in connection with this document, does not include the Supplier an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making on the supply. (eii) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment The recipient will be reduced by pay the amount of any input tax credit referred to which in Clause 20.1(e)(i) in addition to and at the same time that party the consideration for the supply is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable provided in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedaccordance with this document. (f) If (Gross-up of non-monetary consideration supplies): If, at any time a party is a member of supplier has a GST group, references to GST that the party must pay, and to input liability for a tax credits period in connection with a taxable supply to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.Clause20.1

GST. (a) Words or expressions used Any words capitalised in this clause 24.2 that are defined 17 have the meaning given to those words in the GST Law have the same meaning in this clause 24.2Act. (b) Any Except under clauses 17(c) to 17(g), the consideration to be paid or provided under or in connection with this document, for a supply made or to be Supply made under or in connection with this document, Agreement does not include an amount on account of GST. (c) To If a Supply made under or in connection with this Agreement is a Taxable Supply, then at or before the extent time any part of the consideration for the Supply is payable:‌ (i) the Recipient must pay the Supplier an amount equal to the total GST for the Supply (in addition to and in the same manner as the consideration otherwise payable under this Agreement for that Supply); and‌ (ii) the Supplier must give the Recipient a Tax Invoice for the Supply. (d) For clarity, the GST payable under clause 17(c) is correspondingly increased or decreased by any supply subsequent adjustment to the amount of GST for the Supply for which the Supplier is liable, however caused.‌ (e) If either party has the right under this Agreement to be reimbursed or indemnified by another party for a cost incurred in connection with this Agreement, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any). (f) Where a Tax Invoice is given by the Supplier, the Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office.‌‌ (g) Where a Supply made under or in connection with this document is a taxable supplyProgressive or Periodic Supply, the consideration payable or clause 17(c) applies to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient each component of the taxable supply to the supplier without set-off, deduction Progressive or requirement for demand, at the same time Periodic Supply as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received if it were a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyseparate Supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words In this clause 23.2: (i) except where the context requires otherwise, words or expressions used in this clause 24.2 that 23.2 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Law Act) have the same meaning given to them in the GST Act; (ii) a reference to a GST liability or input tax credit entitlement of a party includes a GST liability or input tax credit entitlement of the representative member of any GST group of which that party is a member; and (iii) any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 24.223.2. (b) Any consideration payable or to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, unless specifically described in this document as 'GST inclusive', does not include an any amount on account of GST. (c) To the extent that If GST is payable on any supply made under or in connection with this document (not being a supply the consideration for which is a taxable supplyspecifically described in this document as 'GST inclusive'), the consideration payable or recipient of the supply must pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by supplier, an additional amount equal to the GST payable on the supply provided that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by gives the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (ed) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party, or the representative member of the GST group that party is a member of (as the case may be), is entitled for that Loss. That party is assumed to be entitled loss, cost or expense. (e) If an adjustment event occurs in relation to a full input tax credit unless it proves, before taxable supply made under or in connection with this document then: (i) if the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by adjustment event gives rise to an increase in the GST payable by the supplier in relation to the supply, and a tax invoice payment equal to that increase will be made by the recipient to the supplier; (ii) if the adjustment event gives rise to a decrease in the GST payable by the supplier in relation to the supply, a payment equal to that decrease will be made by the supplier to the recipient; (iii) the supplier must issue an adjustment note to the recipient within 7 days of the adjustment event occurring or otherwise as soon as it becomes aware of the adjustment event; and (iv) any payment under clauses 23.2(e)(i) or 23.2(e)(ii) must be provided paid to the supplier or recipient (as the case may be) within 15 days of the adjustment note being issued by the party being reimbursed or indemnifiedsupplier. (f) If a party payment is calculated by reference to or as a member specified percentage of another amount or value, that payment shall be calculated by reference to or as a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member specified percentage of the GST group must pay and input tax credits to which the representative member is entitledamount or value exclusive of GST. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used Any reference in this clause 24.2 that are to a term defined or used in the GST Law have A New Tax System (Goods and Services Tax) Act 1999 is, unless the same meaning context indicates otherwise, a reference to that term as defined or used in this clause 24.2that Act. (b) Any Unless expressly included, the consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document Agreement does not include an amount on account of GST payable or notionally payable in respect of the supply (GST Exclusive Consideration) except as provided under this clause. (c) Any amount referred to in this Agreement (other than an amount referred to in clause 27(h)) which is relevant in determining a taxable supplypayment to be made by one of the parties to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis. (d) To the extent that GST is payable in respect of any supply made by a party (Supplier) under or in connection with this Agreement, the consideration payable or to be provided under this Agreement for that supply but for the application of this clause 24.2 (GST Exclusive Amountunless it is expressly stated to include GST) must be is increased by an additional amount equal to the GST that Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the supplier rate at which GST is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountsupply. (de) The GST Amount recipient must be paid by pay the recipient of the taxable supply additional amount payable under clause 27(d) to the supplier without set-off, deduction or requirement for demand, Supplier at the same time as the GST Exclusive Amount Consideration is otherwise required to be paid or provided under this document, except the recipient need not pay unless the recipient has received provided. (f) The Supplier must issue a tax invoice (to the recipient of the taxable supply at or an adjustment notebefore the time of payment of the consideration for the supply as increased on account of GST under clause 27(d) prior to any payment for that taxable supply. Where or at such other time as the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyparties agree. (eg) Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this Agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 27(e), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable. (h) If one of the parties to this Agreement is entitled to be reimbursed or indemnified for a payment to a party under loss, cost, expense or outgoing incurred in connection with this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that partyAgreement, then the amount of the reimbursement or indemnity payment will must first be reduced by the an amount of equal to any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. indemnified (for its representative member) If a party is a member of a GST groupentitled in relation to that loss, references to GST that cost, expense or outgoing and then, if the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST group must pay and input tax credits to which the representative member is entitledin accordance with clause 27(d). (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or 8.1 In this clause, capitalised expressions used in this clause 24.2 that are defined in the GST Law have the same meaning as they have in this clause 24.2the GST Law. (b) Any consideration to be paid 8.2 All sums expressed in, or provided in connection with, this Agreement are GST-exclusive sums unless expressly stated otherwise. 8.3 If a party makes a Taxable Supply under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supplyAgreement, the consideration payable or Recipient must pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by Supplier at the same time, and in addition to the GST-exclusive consideration, an additional amount equal to the GST payable on that Taxable Supply provided the supplier Supplier making the Taxable Supply has given the Recipient a Tax Invoice. 8.4 For clarity, the GST payable under clause 7.3 is correspondingly increased or becomes liable decreased by any subsequent adjustment to the amount of GST for the Supply which the Supplier is liable, however caused. 8.5 If an Adjustment Event arises in connection with a Taxable Supply made under this Agreement, the person making the Taxable Supply must give the other party an Adjustment Note in accordance with the GST Law, and within 14 calendar days after that party gives an Adjustment Note: (a) the Recipient must pay the person making the Taxable Supply any increase in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, ; or (b) the person making the Taxable Supply must pay the Recipient any decrease in the GST Exclusive Amount. (d) 8.6 The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-offSupplier warrants that, deduction or requirement for demandif legally required, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days registered for GST during the term of a tax invoice being issued by the party making the supplythis Agreement. (e) 8.7 If a payment to a either party has the right under this document is Agreement to be reimbursed or indemnified by another party for a cost incurred in connection with this Agreement, that reimbursement or indemnification, calculated by reference to a Loss incurred by indemnity excludes any GST component of that party, then the payment will cost for which an Input Tax Credit may be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any). (f) If 8.8 Where a party Tax Invoice is a member of a GST groupgiven by the Supplier, references to GST the Supplier warrants that the party must pay, and to input tax credits Supply to which the party Tax Invoice relates is entitled, include GST a Taxable Supply and that the representative member of it will remit the GST group must pay and input tax credits (as stated on the Tax Invoice) to which the representative member is entitledAustralian Taxation Office. (g) 8.9 If the GST Law should change such that the Service Provider Supplier does not have an Australian Business Number (ABN) and is unable to claim input tax credits not Registered or Required To Be Registered for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document)GST, then the consideration payable under this document will be adjusted to enable Supplier must provide BCE with a completed ATO form “Statement by a Supplier” which specifies the Service Provider to recover its resulting net increased costsreason that it does not quote an ABN.

GST. (a) Words or expressions used Any words capitalised in this clause 24.2 that are defined 17 have the meaning given to those words in the GST Law have the same meaning in this clause 24.2Act. (b) Any Except under clauses 17(c) to 17(g), the consideration to be paid or provided under or in connection with this document, for a supply made or to be Supply made under or in connection with this document, Agreement does not include an amount on account of GST. (c) To If a Supply made under or in connection with this Agreement is a Taxable Supply, then at or before the extent time any part of the consideration for the Supply is payable: (i) the Recipient must pay the Supplier an amount equal to the total GST for the Supply (in addition to and in the same manner as the consideration otherwise payable under this Agreement for that Supply); and (ii) the Supplier must give the Recipient a Tax Invoice for the Supply. (d) For clarity, the GST payable under clause 17(c) is correspondingly increased or decreased by any supply subsequent adjustment to the amount of GST for the Supply for which the Supplier is liable, however caused. (e) If either party has the right under this Agreement to be reimbursed or indemnified by another party for a cost incurred in connection with this Agreement, that reimbursement or indemnity excludes any GST component of that cost for which an Input Tax Credit may be claimed by the party being reimbursed or indemnified, or by its Representative Member, Joint Venture Operator or other similar person entitled to the Input Tax Credit (if any). (f) Where a Tax Invoice is given by the Supplier, the Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office. (g) Where a Supply made under or in connection with this document is a taxable supplyProgressive or Periodic Supply, the consideration payable or clause 17(c) applies to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient each component of the taxable supply to the supplier without set-off, deduction Progressive or requirement for demand, at the same time Periodic Supply as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received if it were a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyseparate Supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. If Australian Goods and Services Tax (a“GST”) Words or expressions used in this clause 24.2 that are is payable by any of the Underwriters on a taxable supply (as defined in Section 195-1 of the A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ (C’th) (the “GST Act”) under this Agreement, the party receiving that taxable supply shall, in addition to the amounts or other consideration otherwise to be provided under this Agreement to the Underwriter, pay to the party making the taxable supply the amount of the GST Law have for which the same meaning party making the taxable supply is liable in respect of that taxable supply. Where the Company is required under this clause 24.2. Agreement to reimburse the Underwriters for an expense incurred by the Underwriters to a third party, the amount of that reimbursement shall be reduced by the input tax credit (bas defined by Section 195-1 of the GST Act) Any consideration to be paid or provided under or which the Underwriters are entitled in connection with this document, respect of an acquisition to which the expense relates. An Underwriter may also recover any GST for which it becomes liable as a supply made or to be made under or in connection with this document, does not include result of the receipt of such reimbursement. If GST is payable by an amount Underwriter on account of GST. (c) To the extent that any a taxable supply made under or in connection with this document is a taxable supplyAgreement, then the consideration payable or to be provided party paying for that taxable supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable not required to pay any amount in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient it has first received a tax invoice (or an adjustment noteas defined by Section 195-1 of the GST Act) prior to any payment for that taxable supply. Where If a party (for the avoidance of doubt, including any of the Underwriters) is or becomes a member of a GST Group (as defined in Section 195-1 of the GST is not referable Act), references in this Section 14 to an actual payment then it will be payable within ten (10) Business Days amount of GST to which a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is taxable supply or receiving a reimbursement is liable, or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any an input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full the Underwriters are entitled, include an amount of GST, or an input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party Representative Member (as defined in Section 195-1 of the GST Act) of the relevant GST Group is liable, or is entitled, include GST that as the representative member of the GST group must pay and input tax credits to which the representative member is entitledcase may be. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words A word or expressions expression used in this clause 24.2 that are 19 which is defined in the GST Law have A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the same meaning in this clause 24.219. (b) Any Unless otherwise specified in this agreement as “GST inclusive”, any sum payable (or amounts included in the calculation of a sum payable), or in consideration to be paid or provided provided, under or in connection with this document, for a supply made or to be made under or in connection with this document, agreement does not include an any amount on account of GST. (c) To the extent that Where any supply payment to be made by one party (supplier) to another party (recipient) under or in connection accordance with this document agreement is subject to GST (other than a taxable supply, supply the consideration for which is specifically described in this agreement as “GST inclusive”): (i) the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive AmountConsideration) must will be increased by by, and the recipient will pay to the supplier, an additional amount equal to the GST that payable by the supplier is or becomes liable to pay in respect of that taxable supply supply; and (GST Amount), so ii) the recipient must pay that additional amount at the supplier retains, after deducting same time and in the GST Amount, same manner as the GST Exclusive AmountConsideration payable or to be provided for that supply. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required If any payment to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment made to a party under or in accordance with this document agreement is a reimbursement or indemnification, calculated by reference indemnification of an expense or other liability incurred or to a Loss be incurred by that party, then the amount of the payment will must be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed expense or other liability, such deduction to be entitled to a full input tax credit unless it proves, effected before the date on which the payment any increase in accordance with clause 19(c). (e) The supplier must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and issue a tax invoice must be provided to the recipient in respect of a taxable supply made by the party being reimbursed supplier under or indemnifiedin accordance with this agreement, such tax invoice to be issued no later than 14 days after the supplier receives the consideration for that taxable supply. (f) If a party is a member an adjustment event has occurred in respect of a GST grouptaxable supply made under or in accordance with this agreement, references any party that becomes aware of the occurrence of that adjustment event must Notify the other party to GST that the party must paytaxable supply as soon as practicable, and all of those parties agree to take whatever steps are necessary (including to issue an adjustment note), and to input tax credits make whatever adjustments are required, to which ensure that any GST or additional GST on that taxable supply, or any refund of GST (or part thereof), is paid no later than 28 days after the party is entitled, include GST supplier first becomes aware that the representative member of the GST group must pay and input tax credits to which the representative member is entitledadjustment event has occurred. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions Terms defined in the GST Act have the same meaning when used in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2unless expressly stated otherwise. (b) Any consideration The parties acknowledge that the Referral Partner will be solely responsible for the payment and remittance of any applicable GST to PartnerStack in accordance with the PartnerStack Referrer Agreement. Such payments will be paid or provided under or in connection with this document, for a supply made or processed via the Referral Partner's payment provider and will not require any invoices to be made under or in connection with this document, does not include an amount on account of GSTout to GapMaps. (c) To the extent that any supply made under or in connection with this document Agreement is a taxable supplysupply (other than any supply made under another agreement that contains a specific provision dealing with GST), the consideration payable or recipient must pay, in addition to be the value of the supply provided under this Agreement for that supply but for the application of this clause 24.2 (GST Exclusive Amountunless it expressly includes GST) must be increased by an amount (additional amount amount) equal to the GST amount of that the supplier value of that supply (or its GST exclusive market value) multiplied by the rate at which GST is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting supply. The recipient must pay the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, additional amount at the same time as the value of that supply to which it is referable, subject to the receipt of a tax invoice as outlined in clause 5(d). (d) Whenever an adjustment event occurs in relation to any taxable supply to which clause 5(b) applies: (i) the supplier must determine the amount of the GST Exclusive Amount is required to component of the value of the supply payable; and (ii) if the GST component of the value of that supply differs from the amount previously paid, the amount of the difference must be paid by, refunded to or provided under this documentcredited to the recipient, except as applicable. (e) The supplier must, within twenty-eight (28) days of a request from the recipient need not pay unless the recipient has received recipient, issue a tax invoice (or an adjustment notenote within seven (7) prior days) to the recipient for any payment supply for that taxable supply. Where which the supplier may recover from the recipient, an amount equal to the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplySupplier on that supply under this Agreement. (ef) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that either party is entitled for that Loss. That party is assumed under this Agreement to be entitled to reimbursed or indemnified by the other party for a full input tax credit unless it provescost or expense incurred in connection with this Agreement, before the date on which the reimbursement or indemnity payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by not include any GST component of the GST payable in relation cost or expense to the supply, and extent that the cost or expense is the consideration for a tax invoice must be provided creditable acquisition made by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the or by its representative member of the GST group must pay and input tax credits to which the representative member is entitledmember. (g) If Each party warrants to the other party that it is registered for GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date time of entering this document), then Agreement and will promptly notify the consideration payable under this document will other party if it ceases to be adjusted to enable the Service Provider to recover its resulting net increased costsso registered.

GST. (a) Words or expressions a. Unless clearly indicated to the contrary, "GST" and other terms used in this clause 24.2 that are defined 35 (and in other provisions of this Agreement where the GST Law meanings are expressly intended) have the same meaning in this clause 24.2meanings ascribed to those terms by the A New Tax System (Goods and Services Tax) Act 1999 or any replacement or other relevant legislation and regulations. (b) Any consideration b. If GST is payable by a person in relation to be paid or provided under or any supply that it makes under, in connection with or resulting from this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. Agreement (c) To the extent that any supply made under or in connection with this document is a taxable supplySupplier), the parties acknowledge and agree that: i. any consideration payable or to be provided for that supply but for the application of under this Agreement other than under this clause 24.2 35(b) or any value deemed for GST purposes in relation to that supply (GST Exclusive Agreed Amount) must be increased by is exclusive of GST (unless otherwise stated); ii. an additional amount will be payable by the recipient of that supply (Recipient) that is equal to the GST payable on that supply; iii. the supplier additional amount is or becomes liable to pay payable in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting same manner as for the GST Amount, the GST Exclusive Amount. (d) The GST Agreed Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, and at the same time as any part of the Agreed Amount is to be first provided for that supply; and iv. the Supplier will provide a tax invoice to the Recipient. c. If, following the payment of an additional amount pursuant to clause 35(b) in relation to a supply made by the Supplier, the GST Exclusive Amount payable by the Supplier to the Australian Taxation Office in respect of that supply varies from the total consideration provided by the Recipient to the Supplier on account of GST on that supply such that: i. the Supplier is required to pay a further amount of GST in respect of that supply; or ii. the Supplier receives a refund or credit of the whole or any part of the GST paid by the Supplier in relation to that supply, then the Supplier will provide a corresponding refund or credit to or will be paid entitled to receive the amount of that variation from the Recipient (as appropriate). Any payment, credit or provided refund under this documentclause 35(c) is deemed to be a payment, except credit or refund of the recipient need not pay unless the recipient has received a tax invoice (or additional amount payable under clause 35(b). Where there is an adjustment note) prior event, the Supplier must issue an adjustment note to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days Recipient as soon as the Supplier becomes aware of a tax invoice being issued by the party making the supplyadjustment event. (e) If a d. Any payment or reimbursement required to a party be made under this document Agreement that is a reimbursement or indemnification, calculated by reference to a Loss cost, expense, or other amount paid or incurred by that party, then the payment will be reduced by limited to the total cost, expense or amount less the amount of any input tax credit to which that party an entity is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits acquisition to which the party is entitledcost, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitledexpense or amount relates. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date e. This clause will not merge on completion of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsAgreement.

GST. (a) Words or expressions used The Parties agree that: (i) any amount referred to in this clause 24.2 agreement which is relevant in determining a payment to be made by one of the parties to the other is exclusive of any GST unless indicated otherwise; (ii) GST is payable in respect of any taxable supply made under this agreement; (iii) in respect of any taxable supply made under this agreement for which: A. the consideration attributable to that are defined in taxable supply is exclusive of GST, the recipient must pay to the supplier the amount equal to the GST Law have liability on that taxable supply at the same meaning time as the recipient is required to pay the consideration for that taxable supply to the supplier under this agreement. The GST liability for that taxable supply is the amount equal to the rate of GST multiplied by the consideration attributable to the taxable supply made by the supplier to the recipient; or B. the consideration attributable to that taxable supply is inclusive of GST, the recipient is only required to pay to the supplier the consideration for that taxable supply by the date required under this agreement. The GST liability for that taxable supply is the amount determined in this clause 24.2accordance with the Act. (b) Any consideration If one of the parties (“Paying Party”) is required to be paid reimburse or provided make a payment to another party (“Receiving Party”) under or in connection with this documentagreement that is referable to a cost, for a supply made expense or other amount (“Amount”) paid or incurred by the Receiving Party, the amount of the reimbursement or payment to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it Paying Party will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount net of any input tax credit to credits which that party is entitled for that Loss. That party is assumed to may be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased claimed by the GST payable in relation to the supply, and a tax invoice must be provided Receiving Party or by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to in which the representative Receiving Party is a member is entitledin relation to the Amount. (gc) The supplier or the relevant representative member of the GST group (as applicable) must issue: (i) a tax invoice to the recipient of any taxable supply in respect of that taxable supply; and (ii) any relevant adjustment note to the recipient of a taxable supply in respect of any adjustment that arises from an adjustment event relating to that taxable supply. (d) If the GST Law should change such that the Service Provider there is unable an adjustment to claim input tax credits for acquisitions made by the Service Provider in the course any of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will for a taxable supply which gives rise to an adjustment event, the GST liability for that taxable supply must be recalculated in accordance with clause 9.2(c) above based on the adjusted consideration and where applicable, an appropriate payment on account of the adjusted GST liability is to enable be made between the Service Provider to recover its resulting net increased costsparties.

GST. (a) Words 20.1 An expression or expressions word used in this clause 24.2 that are which has a particular meaning in the ‘GST law’ (as defined in the GST Law have Act), or in any applicable legislative determinations, has the same meaning in this clause 24.2meaning, unless the context otherwise requires. (b) Any 20.2 A reference to GST payable by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member, and a reference to an input tax credit entitlement of a party includes any corresponding input tax credit entitlement of the representative member of any GST group of which that party is a member. 20.3 Unless GST is expressly included, the consideration expressed to be paid or provided under or in connection with this document, for a supply made payable or to be provided under any clause in this Agreement for any supply made under or in connection with this document, Agreement does not include an amount on account of GST. (c) 20.4 To the extent that any supply made under or in connection with this document Agreement is a taxable supply, the GST exclusive consideration otherwise payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be is increased by an additional amount equal to that consideration multiplied by the rate at which GST that the supplier is or becomes liable to pay imposed in respect of that the supply, and subject to receipt of an effective tax invoice, is payable at the same time. 20.5 If for any reason (including, without limitation, the occurrence of an adjustment event) the amount of GST payable on a taxable supply (taking into account any decreasing or increasing adjustments in relation to the taxable supply) varies from the GST Amount), so that payable by the recipient under clause 20.4: (a) the supplier retainsmust provide a refund or credit to the recipient, after deducting or the recipient must pay a further amount to the supplier, as appropriate; (b) the refund, credit or further amount (as the case may be) will be calculated by the supplier in accordance with the GST Amount, the GST Exclusive Amount.law; and (dc) The GST Amount the supplier must be paid by notify the recipient of the taxable supply refund, credit or further amount within 14 days after becoming aware of the variation to the supplier without set-offamount of GST payable. If there is an adjustment event in relation to the supply, deduction or the requirement for demandthe supplier to notify the recipient will be satisfied by the supplier issuing to the recipient an adjustment note within 14 days after becoming aware of the occurrence of the adjustment event. 20.6 Each party agrees to do all things, at including providing tax invoices and other documentation, that may be necessary or desirable to enable or assist the same time as the other party to claim any input tax credit, adjustment or refund in relation to any amount of GST Exclusive Amount is required to be paid or provided payable in respect of any supply made under or in connection with this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyAgreement. (e) 20.7 If a payment to a party under this document Agreement is a payment by way of reimbursement or indemnification, indemnity and is calculated by reference to the GST inclusive amount of a Loss loss, cost or expense incurred by that party, then the payment will is to be reduced by the amount of any input tax credit to which that party is entitled in respect of that loss, cost or expense before any adjustment is made for that Loss. That party is assumed GST pursuant to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedclause 20.5. (f) If a party is a member of a GST group20.8 Despite any other provision in this Agreement, references to GST that this clause 20 will survive the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date termination of this document)Agreement, then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costssurrender or termination of any related agreement.

GST. (a) Words or expressions used Any reference in this clause 24.2 that are to a term defined or used in the GST Law have A New Tax System (Goods and Services Tax) Act 1999 is, unless the same meaning context indicates otherwise, a reference to that term as defined or used in this clause 24.2that Act. (b) Any Unless expressly included, the consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document Agreement does not include an amount on account of GST payable or notionally payable in respect of the supply (GST Exclusive Consideration) except as provided under this clause. (c) Any amount referred to in this Agreement (other than an amount referred to in clause 27(h) which is relevant in determining a taxable supplypayment to be made by one of the parties to the other is, unless indicated otherwise, a reference to that amount expressed on a GST exclusive basis. (d) To the extent that GST is payable in respect of any supply made by a party (Supplier) under or in connection with this Agreement, the consideration payable or to be provided under this Agreement for that supply but for the application of this clause 24.2 (GST Exclusive Amountunless it is expressly stated to include GST) must be is increased by an additional amount equal to the GST that Exclusive Consideration (or its GST exclusive market value if applicable) multiplied by the supplier rate at which GST is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountsupply. (de) The GST Amount recipient must be paid by pay the recipient of the taxable supply additional amount payable under clause 27(d) to the supplier without set-off, deduction or requirement for demand, Supplier at the same time as the GST Exclusive Amount Consideration is otherwise required to be paid or provided under this document, except the recipient need not pay unless the recipient has received provided. (f) The Supplier must issue a tax invoice (to the recipient of the taxable supply at or an adjustment notebefore the time of payment of the consideration for the supply as increased on account of GST under clause 27(d) prior to any payment for that taxable supply. Where or at such other time as the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyparties agree. (eg) Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this Agreement the Supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid under clause 27(e), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable. (h) If one of the parties to this Agreement is entitled to be reimbursed or indemnified for a payment to a party under loss, cost, expense or outgoing incurred in connection with this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that partyAgreement, then the amount of the reimbursement or indemnity payment will must first be reduced by the an amount of equal to any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. indemnified (for its representative member) If a party is a member of a GST groupentitled in relation to that loss, references to GST that cost, expense or outgoing and then, if the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST group must pay and input tax credits to which the representative member is entitledin accordance with clause 27(d). (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. Notwithstanding any other provision in this Agreement, if the Supplier is or becomes liable to pay GST in connection with any Supply: (a) Words or expressions used the Recipient must pay to the Supplier, in this clause 24.2 addition to the Agreement Price, an additional amount equal to the amount of that are defined in the GST Law have the same meaning in this clause 24.2.GST; (b) Any consideration the Recipient must pay the Agreement Price plus the additional amount on account of GST within 30 Days of the end of the month in which a tax invoice is received from the Supplier for that Supply or as otherwise provided in this Agreement; (c) if the GST payable in relation to be paid or provided under or in connection with this document, for a supply made or to be Supply made under or in connection with this documentAgreement varies from the additional amount paid or payable by the Recipient under paragraph (a) such that a further amount of GST is payable in relation to the Supply or a refund or credit of GST is obtained in relation to the Supply, does not include then the Supplier will provide a corresponding refund or credit to, or will be entitled to receive the amount of that variation from, the Recipient. Any payment, credit or refund under this paragraph is deemed to be a payment, credit or refund of the additional amount payable under paragraph (a). If an adjustment event occurs in relation to a Supply, the Supplier must issue an adjustment note to the Recipient in relation to that Supply within 14 Days after becoming aware of the adjustment; Amending Deed – Joint Operating Agreement (Beetaloo JV) 103 (d) where a party reimburses the other party for an expense or other amount on account of GST. (c) To the extent that any supply made under or incurred in connection with this document is a taxable supplyany wholly or partly creditable acquisition or any wholly or partly creditable importation made by that other party, the consideration payable or to amount reimbursed shall be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount net of any input tax credit to which claimable in respect of that party is entitled for that Lossacquisition or importation (as the case may be). That party is assumed to be entitled to a full input tax credit unless it provesIn this clause, before all italicised and emboldened terms, have the date on which same meaning as in the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by A New Tax System (Goods and Services Tax) Act 1999 and in the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.law. In addition:

GST. (a) Words Any consideration or expressions used amount payable under this agreement, including any non-monetary consideration (as reduced in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2accordance with paragraph (e) if required) (Consideration) is exclusive of GST. (b) Any consideration to be paid If GST is or provided under or in connection with this document, for becomes payable on a supply made or to be Supply made under or in connection with this documentagreement, does not include an additional amount (Additional Amount) is payable by the party providing consideration for the Supply (Recipient) equal to the amount of GST payable on account of GSTthat Supply as calculated by the party making the Supply (Supplier) in accordance with the GST Law. (c) To The Additional Amount payable under paragraph (b) is payable without set off, demand or deduction, at the extent that same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice prior to the required time of payment of the Additional Amount. The Additional Amount is only payable on receipt of a valid Tax Invoice. (d) If for any supply made reason (including, without limitation, the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under paragraph (b): (i) the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as appropriate; (ii) the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; (iii) the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within 7 days after receiving such notification, as appropriate; and (iv) if there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event. (e) Despite any other provision in this agreement: (i) if an amount payable under or in connection with this document agreement (whether by way of reimbursement, indemnity or otherwise) is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss an amount incurred by that a party, then whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the payment will amount payable must be reduced by the amount of any input tax credit Input Tax Credit to which that party is entitled for in respect of that Loss. That party Amount Incurred; and (ii) no Additional Amount is assumed payable under paragraph (b) in respect of a Supply to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by s 84-5 of the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLaw applies. (f) If Any reference in this clause to an Input Tax Credit to which a party is entitled includes an Input Tax Credit arising from a Creditable Acquisition by that party but to which the Representative Member of a GST Group of which the party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a1) Words or expressions used in this clause 24.2 that are defined in the If a party ("GST Law have the same meaning in this clause 24.2. Supplier") makes a supply to another party (b"GST Recipient") Any consideration to be paid or provided under or in connection with this documentAgreement, the GST Recipient must pay the GST Supplier an amount equal to any GST payable by the GST Supplier in relation to that supply ("GST Amount"), unless the amount payable by the GST Recipient for a that supply made or is already expressed to be made under or in connection with this document, does not include an amount on account inclusive of GST. (c2) To If the extent amount of a Claim from the Retailer to the State for reimbursement of Rebates is calculated on a GST-exclusive basis, and payment of that any supply made under or in connection with this document amount is consideration for a taxable supplysupply by the Retailer, the consideration payable or State must pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by Retailer an additional amount equal to the GST that payable by the supplier is or becomes liable to pay Retailer in respect of that taxable supply the amount ("GST Amount"), so . This is the case notwithstanding that the supplier retainsState may not be the recipient of the taxable supplies to which the amount relates. For the purposes of this clause 18.2, after deducting in the circumstances described in this clause 18.2(2) the State will be deemed to be the “GST Amount, Recipient” and the Retailer will be deemed to be the “GST Exclusive AmountSupplier”. (d3) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time and in the same manner as making payment of any monetary consideration on which the GST Exclusive is calculated. If the GST Amount is required not calculated on monetary consideration, the GST Recipient must pay the GST Amount within 7 days of receipt of a written demand from the GST Supplier. (4) The GST Recipient's obligation to be paid or provided under this document, except pay the recipient need not pay unless GST Amount is conditional on the recipient has received GST Supplier providing the GST Recipient with a tax invoice (or that complies with the relevant law, or, if the circumstances described in clause 18.2(2) apply, an adjustment note) prior invoice that would comply with the relevant law if the State was the actual recipient of supplies to any payment for that taxable supply. Where which the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued Amount relates. The GST Supplier must do all other things reasonably requested by the party making GST Recipient to enable the supply. (e) If a payment GST Recipient to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of obtain any input tax credit or other statutory set-off to which that party it is entitled for that Loss. That party is assumed to be entitled to entitled. (5) The amount recoverable on account of GST under this clause 18.2 will include any fines, penalties, interest and other charges incurred as a full input tax credit unless it proves, before the date on which the result of late payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased or other default by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedRecipient under this Agreement. (f6) If a party is a member of a GST grouprequired to pay, references to GST reimburse or indemnify another party for any cost, expense or other amount that the other party must payhas incurred or will incur in connection with this Agreement, and to that amount will be reduced by any part thereof for which the other party (or representative member if this is not the other party) can claim an input tax credits to which the party is entitledcredit, include GST that the representative member of the GST group must pay and partial input tax credits to which the representative member is entitledcredit or other like offset. (g7) If Unless the GST Law should change such that contrary intention appears, terms used in this clause 18.2 have the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider meaning given in the course of making supplies under this document A New Tax System (that is, acquisitions that were creditable acquisitions at the date of this documentGoods and Services Tax) Act 1999 (Cwlth), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used Unless the context requires otherwise, words and phrases in this clause 24.2 that are defined have a specific meaning in the GST Law A New Tax System (Goods and Services Tax) Act 1999 (Cth) shall have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supplyclause. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that which the party must pay, pay and to input tax credits to which the party is entitled, entitled include GST that which the representative member of the GST group must pay and input tax credits to which the representative member is entitled. . Unless otherwise stated, all amounts expressed to be payable under or in connection with this Agreement are exclusive of any GST. A recipient of a taxable supply under or in connection with this agreement must pay to the supplier, in addition to the consideration for the taxable supply, an amount equal to any GST paid or payable by the supplier in respect of the taxable supply (gthe "GST Amount"). The recipient must make that payment to the supplier as and when the consideration or part of it is provided, except that the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) for that taxable supply. If an adjustment event occurs in relation to a supply made under or in connection with this agreement, the GST Law should change such Amount will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties. Where a supplier incurs a cost or expense for which it may be reimbursed by, indemnified against, claim against or set-off against another party under this agreement, the amount to be paid or credited is the cost or expense (reduced by the input tax credit that the Service Provider supplier is unable entitled to claim input tax credits for acquisitions made by the Service Provider in the course respect of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration cost or expense) plus any GST Amount payable under this document clause. If a payment under an indemnity gives rise to a liability to pay GST, the payer must pay, and indemnify the payee against, the amount of that GST. If a party has a Claim under or in connection with this agreement whose amount depends on actual or estimated revenue or which is for a loss of revenue, revenue must be calculated without including any amount received or receivable as reimbursement for GST (whether that amount is separate or included as part of a larger amount). The Customer indemnifies TransGrid against any Damages suffered or Claims incurred by TransGrid arising out of any act, matter or thing done, permitted or omitted to be done by the Customer and its Associates in relation to the Customer's late payment of the GST Amount for any taxable supply made or to be made by TransGrid under this agreement. This clause will be adjusted not merge upon completion and will continue to enable the Service Provider to recover its resulting net increased costsapply after expiration or termination of this agreement.

GST. (a) Words or expressions used (GST exclusive amounts): Unless otherwise expressly stated, all amounts referred to in this clause 24.2 that Deed or any Project Document are defined in the GST Law have the same meaning in this clause 24.2exclusive of GST. (b) Any consideration to be paid or provided (GST payable by Supplier): If GST becomes payable on any Taxable Supply made by a party (Supplier) under or in connection with this documentDeed: (i) any amount payable or consideration to be provided in accordance with any other provision of this Deed for that Taxable Supply (Agreed Amount) is exclusive of GST; (ii) an additional amount will be payable by the party which is the recipient of the Taxable Supply (Recipient), equal to the amount of GST payable on that Taxable Supply as calculated by the Supplier in accordance with the GST Law, which will be payable at the same time and in the same manner as for the Agreed Amount; and (iii) the Supplier will provide a Tax Invoice to the Recipient in connection with that supply, either at the time expressly set out in any other provision of this Deed or no later than the time at which the Agreed Amount for that Taxable Supply is to be provided in connection with this Deed. The Recipient is not obliged to pay any amount in accordance with this clause 18(b) unless and until a Tax Invoice is received by the Recipient in connection with the Taxable Supply except where the Recipient is required to issue the Tax Invoice. (c) (Variation in GST payable): If for any reason, the GST payable by the Supplier in connection with a supply made or to be made it makes under or in connection with this documentDeed (incorporating any increasing adjustments or decreasing adjustments relating to that supply) varies from the additional amount it received from the Recipient under clause 18(b) in connection with that supply, does not include the Supplier will provide a refund or credit to, or will be entitled to receive from, the Recipient (as appropriate) the amount of this variation. Where an adjustment event occurs in relation to a supply and except where the Recipient is required to issue the Adjustment Note: (i) the Supplier will issue an Adjustment Note to the Recipient in connection with that supply within 14 days after becoming aware of that adjustment event occurring; and (ii) no additional amount on account of GSTwill be payable by the Recipient unless and until an Adjustment Note is received by the Recipient. (cd) To (GST ceasing to be payable): No amount is payable by a party in accordance with clause 18(b) or 18(c) to the extent that the GST to which the amount relates has ceased to be payable by or refundable to the Supplier by the Commissioner of Taxation under the GST Law. (e) (Expert Determination): If the Recipient is dissatisfied with any calculation to be made by the Supplier in connection with this clause 18 the Recipient may, at its own expense and after notifying the Supplier accordingly, refer the matter to an independent expert nominated by the President of the Institute of Chartered Accountants for expert determination, which will be final and binding on all parties (except in the case of manifest error). The expert will act as an expert and not as an arbitrator and must take into account the terms of this Deed, the matters required to be taken into account by the Supplier in connection with this clause 18 and any other matter considered by the expert to be relevant to the determination. The parties release the expert from any liability in acting as an expert, except in the case of fraud on the part of the expert. (f) (Revenue net of GST): Any reference in this Deed to price, value, sales, revenue, profit or a similar amount (Revenue), is a reference to the GST exclusive component of that Revenue, unless the contrary intention is expressed. (g) (Cost net of GST): Any reference in this Deed to cost, expense, liability or other similar amount (Cost) of a party, is a reference to that Cost reduced by the Input Tax Credits to which the party is entitled in respect of such Cost, unless the contrary intention is expressed. (h) (General obligation): Each party agrees to do all things, including providing Tax Invoices and other documentation, that may be necessary or desirable to enable or assist the other party in determining its GST payable on any supply made by that other party in connection with this Deed, or any input tax credits, adjustments or refunds in relation to any amount of GST paid or payable in connection with any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive AmountDeed. (di) The (GST Amount must be paid Groups): For the purposes of this Deed, a reference to GST payable on a Taxable Supply made by a party includes any corresponding GST payable by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount representative member of any input tax credit to GST group of which that party is entitled for that Loss. That party is assumed a member and a reference to be entitled to a full an input tax credit unless it provesentitlement of a party includes any corresponding input tax credit entitlement of the representative member of any GST group of which that party is a member, before the date on which the payment must be made, that its entitlement is otherwise and, and if a taxable supply, must be increased party to this Deed makes a Taxable Supply by virtue of entering into or performing this Deed and the 'recipient' of that Taxable Supply (within the meaning of the GST payable Act) is an Associate of another party to this Deed (which for this purpose includes, in relation to the supplyState, LMA), that other party to this Deed will be obliged either to pay the amount referred to in clause 18(b)(ii) or procure that the actual recipient pays the relevant amount, and a tax invoice must the payer of that amount shall be provided by the party being reimbursed or indemnified'Recipient' for the purposes of this clause 18 in relation to the relevant Taxable Supply. (fj) (Project Agreement to prevail): If clause 53 (Taxes) of the Project Agreement would apply in connection with a party is a member of a GST group, references to GST that the party must pay, and to input tax credits Taxable Supply to which the party is entitled, include GST that the representative member this clause 18 also applies then clause 53 (Taxes) of the GST group must pay Project Agreement will apply in connection with that supply and input tax credits to which the representative member is entitledprovisions of this clause 18 (but for this paragraph) will not apply. (gk) If (Definitions): In this clause 18, unless otherwise defined in or for the purposes of this Deed, terms used have the meanings given to them in the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsLaw.

GST. (a) 7.1 Words or expressions used in this clause 24.2 7 that are have a defined meaning in the GST Law have the same meaning as in this clause 24.2the GST Law unless the context indicates otherwise. 7.2 Unless expressly stated otherwise, any consideration (bmonetary or non-monetary) Any consideration payable or to be paid provided or provided amount used in the calculation of a sum payable under or in connection with this document, for a supply made or Agreement has been determined without regard to be made under or in connection with this document, does not include an amount on account of GST. (c) 7.3 To the extent that any supply made under or in connection with this document Agreement is a taxable supplysupply (other than any supply made under another agreement that contains a specific provision dealing with GST), the recipient must pay, in addition to the consideration payable or to be provided under this Agreement for that supply but for the application of this clause 24.2 (GST Exclusive Amountunless it expressly includes GST) must be increased by an amount (additional amount amount) equal to the amount of that consideration (or in the case on non-monetary consideration, its GST that exclusive market value) multiplied by the supplier rate at which GST is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting supply. The recipient must pay the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, additional amount at the same time as the consideration to which it is referable. 7.4 Whenever an adjustment event occurs in relation to any taxable supply to which clause 7.3 applies: (a) the supplier must determine the amount of the GST Exclusive Amount is required to component of the consideration payable; (b) if the GST component of that consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or provided under this documentcredited to the recipient, except as applicable; and (c) the supplier must issue the recipient need not pay unless the recipient has received with a tax invoice (or an adjustment note) prior note within 21 days of the supplier becoming aware of the adjustment. 7.5 The supplier must issue a Tax invoice to any the recipient of a supply to which this clause 7 applies no later than seven days following payment of the GST inclusive consideration for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplysupply under that clause. (e) 7.6 If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed under this Agreement to be entitled to reimbursed or indemnified by any other party for a full input tax credit unless it provescost or expense incurred in connection with this Agreement, before the date on which the reimbursement or indemnity payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by not include any GST component of the GST payable in relation cost or expense to the supply, and extent that the cost or expense is the consideration for a tax invoice must be provided creditable acquisition made by the party being reimbursed or indemnified, or by its representative member. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words Any consideration or expressions used amount payable under this agreement, including any non-monetary consideration (as reduced in this accordance with clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.214(e) if required) (Consideration) is exclusive of GST. (b) Any consideration to be paid If GST is or provided under or in connection with this document, for becomes payable on a supply made or to be Supply made under or in connection with this documentagreement, does not include an additional amount (Additional Amount) is payable by the party providing consideration for the Supply (Recipient) equal to the amount of GST payable on account of GSTthat Supply as calculated by the party making the Supply (Supplier) in accordance with the GST Law. (c) To The Additional Amount payable under clause 14(b) is payable at the extent that same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice. However, the Additional Amount is only payable on receipt of a valid Tax Invoice. (d) If for any supply made reason (including the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under clause 14(b): (1) the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as appropriate; (2) the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and (3) the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any further amount within 7 days after receiving such notification, as appropriate. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event. (e) Despite any other provision in this agreement: (1) if an amount payable under or in connection with this document agreement (whether by way of reimbursement, indemnity or otherwise) is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss an amount incurred by that a party, then whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the payment will amount payable must be reduced by the amount of any input tax credit Input Tax Credit to which that party is entitled for in respect of that Loss. That party Amount Incurred; and (2) no Additional Amount is assumed payable under clause 14(b) in respect of a Supply to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by s 84-5 of the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLaw applies. (f) If Any reference in this clause to an Input Tax Credit to which a party is entitled includes an Input Tax Credit arising from a member Creditable Acquisition by that party but to which the Representative Member of a GST group, references to GST that the party must pay, and to input tax credits to Group of which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative a member is entitled. (g) If The parties agree that any amount payable under clauses 11.3(a) or 11.4(a) is, for the GST Law should change such purposes of clause 14(e), taken to reflect any Input Tax Credits that may be available to the Service Provider recipient of the payment and will not be further reduced in accordance with that clause. (h) Any term starting with a capital letter that is unable to claim input tax credits for acquisitions made by not defined in this agreement has the Service Provider same meaning as the term has in the course of making supplies under this document A New Tax System (that is, acquisitions that were creditable acquisitions at the date of this documentGoods & Services Tax) ▇▇▇ ▇▇▇▇ (Cth), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions Terms used in this clause 24.2 that are defined in the GST Law 10 have the same meaning as the meaning given to those terms in this clause 24.2the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and related imposition Acts. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that which the party must pay, pay and to input tax credits to which the party is entitled, include GST that which the representative member of the GST group must pay and input tax credits to which the representative member of the group is entitled. (c) All amounts stated in this agreement are GST exclusive unless otherwise indicated. (d) The amount of any GST payable under this agreement is to be calculated as follows: (i) a recipient of any taxable supply under or in connection with this deed must pay to the supplier, in addition to the GST exclusive consideration for the taxable supply, an amount equal to any GST paid or payable by the supplier in respect of the taxable supply; and (ii) the recipient of any taxable supply must make that payment to the supplier as and when the consideration or part of it is provided, except that the recipient need not pay any amount referable to GST unless the recipient has received a valid tax invoice (or an adjustment note) for that taxable supply. (e) If this agreement requires a party to reimburse or indemnify the other party for any expense, loss or outgoings (Reimbursable Expense), the amount required to be paid by the first party will be the sum of: (i) the amount of the Reimbursable Expense net of input tax credits (if any) to which the other party is entitled in respect of the Reimbursable Expense; and (ii) if the other party’s recovery of the Reimbursable Expense from the first party is a taxable supply, any GST payable in respect of that supply. (f) Recovery of any amount in respect of GST by the supplier under this agreement is subject to the prior receipt by the recipient of a tax invoice or adjustment note as appropriate. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions at any time an adjustment event arises in respect of any taxable supply made by the Service Provider in the course of making supplies a party under this document (agreement, the supplier must issue an adjustment note and if the amount payable as a result of the adjustment is different, a corresponding adjustment must be made between the parties in respect of any amount paid to that is, acquisitions party by the other party in respect of GST and payments to give effect to that were creditable acquisitions at the date of this document), then the consideration payable under this document will adjustment must be adjusted to enable the Service Provider to recover its resulting net increased costsmade.

GST. (a) Words or expressions used in this clause 24.2 that are defined in the 22.1 If GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for is imposed on a supply made or to be Supply made under or in connection with this documentthe Agreement, does then, to the extent that: (a) the consideration for that Supply is not already stated to include an amount on account in respect of GST.; or (cb) To the extent that any supply made under or amount of GST stated to be included in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for is less than the application amount of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that liability actually incurred by the supplier is or becomes liable to pay Supplier in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST AmountSupply, the GST Exclusive Amount. (d) The GST Amount must be paid Supplier of the Supply may increase the consideration by the recipient applicable amount of GST and the taxable supply to the supplier without set-off, deduction or requirement for demand, Recipient must pay that increased amount at the same time and in the same manner as any part of the GST Exclusive Amount consideration is required payable to the Supplier in respect of the Supply. 22.2 Where any expenses incurred by a Supplier are to be paid or provided reimbursed by the Recipient under this documentthe Agreement the reimbursable amount shall be determined as follows: (a) first, except any amount which the recipient need not pay unless Supplier is entitled to claim as an Input Tax Credit shall be deducted from the recipient has received a tax invoice (or an adjustment note) prior cost to any payment for that taxable supply. Where the GST is not referable Supplier of the expense item to arrive at an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply.cost; and (eb) If a payment second, the actual cost shall be increased by and to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by extent of the amount of any input tax credit GST payable by the Supplier in respect of the Supply to which that party is entitled the Recipient for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement expense item is otherwise and, if a taxable supply, must be increased by consideration. 22.3 If the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If Supplier on a party Taxable Supply is a member of a GST groupvaried pursuant to any change in legislation, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will Master Services Agreement must be adjusted increased or decreased to enable reflect that variation of the Service Provider GST. 22.4 The Recipient is not required to recover its resulting net increased costspay any amount of GST to the Supplier unless the Supplier has provided a Tax Invoice to the Recipient. 22.5 For the purposes of this clause 22 and, unless the context otherwise provides, any other clauses using the defined terms, Input Tax Credit, Recipient, Supplier, Supply, Tax Invoice and Taxable Supply have the meanings attributed to those terms in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

GST. (a) Words or expressions In this clause 8.5: (i) a term which has a defined meaning in the GST Act has the same meaning when used in this clause 24.2 that are defined in clause; and (ii) each periodic or progressive component of a supply to which section 156-5(1) of the GST Law have the same meaning in this clause 24.2Act applies will be treated as though it is a separate supply. (b) Any consideration to be paid or provided under or All fees and charges in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Agreement unless otherwise stated are expressed exclusive of GST. (c) To the extent that If GST is liable to be remitted by Viterra in respect of any taxable supply made to the Client under this Agreement, the Client must pay any such GST in addition to any other amounts payable, or any other consideration to be provided, under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 Agreement (GST Exclusive Additional Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount consideration, or the first part of the consideration, as the case may be, for the taxable supply is required to be paid or provided under this document, except provided. (d) Viterra will provide the recipient need not pay unless the recipient has received Client with a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where complies with the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyLegislation. (e) If a payment an adjustment event occurs in relation to a party under taxable supply referred to in this document is a reimbursement or indemnificationclause 8.5, calculated by reference to a Loss incurred by that party, then and the payment will be reduced by Additional Amount differs from the amount of any input tax credit GST for which Viterra is liable to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before remit: (i) the date on which the payment Additional Amount must be made, adjusted to reflect the adjustment event; (ii) Viterra or the Client (as the case may be) must make any payments necessary to reflect the adjustment; and (iii) Viterra will issue an adjustment note that its entitlement is otherwise and, if a taxable supply, must be increased by complies with the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLegislation. (f) If a party Where the Client is a member required to indemnify Viterra, or is required to pay or reimburse the costs of a GST groupViterra, references the Client agrees to GST that pay the party must pay, and to relevant amount less any input tax credits to which the party is entitled, include GST that Viterra (or to which the representative member of the GST group must pay and input tax credits to of which the representative member ▇▇▇▇▇▇▇ is a member) is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration an amount payable under this document will agreement is to be adjusted calculated by reference to: (i) the price to enable be received for a taxable supply then, for the Service Provider purposes of that calculation, the price is reduced to recover its resulting net increased coststhe extent that it includes any amount on account of GST; and (ii) the price to be paid or provided for an acquisition then, for the purposes of that calculation, the price is reduced to the extent that an input tax credit is available for the acquisition.

GST. (a) Words or expressions used in Definitions In this clause 24.2 that are 11, words which have a defined meaning in the GST Law have the same meaning as in this clause 24.2. (b) Any the GST Law. Consideration GST exclusive Unless otherwise stated in the Agreement, amounts payable, and consideration to be paid or provided provided, under any provision of the Agreement exclude GST. GST payable If a party ("supplier'') makes a supply under or in connection with this document, for a supply made or to be made under or the Agreement in connection with this document, does not include an amount on account respect of GST. (c) To the extent that any supply made under or in connection with this document which GST is a taxable supplypayable, the consideration payable or recipient of the supply ("recipient") will pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by supplier an additional amount equal to the GST that payable on the supply at the time the recipient pays or provides any part of the consideration for the supply. If any amount on account of GST has been included in the consideration for a supply under the Agreement, the GST amount is as stated in the Schedule. Tax invoice The supplier agrees to deliver a tax invoice or an adjustment note to the recipient before the supplier is entitled to payment of an amount under clause 11.3(rrr); and the recipient can withhold payment of the amount payable under clause 11.3(rrr) until the supplier provides a tax invoice or becomes liable to pay an adjustment note as appropriate. Adjustment event If an adjustment event arises in respect of that a taxable supply (GST Amount), so that made by a supplier under the supplier retains, after deducting the GST AmountAgreement, the GST Exclusive Amount. (d) The GST Amount must be paid amount payable by the recipient of under clause 11.3(rrr) will be recalculated to reflect the taxable supply adjustment event and a payment will be made by the recipient to the supplier without set-off, deduction or requirement for demand, at by the same time supplier to the recipient as the GST Exclusive Amount case requires. Pay or reimburse Where a party is required under the Agreement to pay or reimburse an expense or outgoing of another party, the amount to be paid or provided under this document, except reimbursed by the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it first party will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by sum of: the amount of the expense or outgoing less any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before credits in respect of the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed expense or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits outgoing to which the other party is entitled; and if the payment or reimbursement is subject to GST, include an amount equal to that GST. Acknowledge-ments The parties acknowledge and agree that each party is registered for GST when this Agreement commences for You and that it will notify the representative member of the GST group must pay and input tax credits other party if it ceases to which the representative member is entitledbe so registered. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. If a party (a"GST Supplier") Words or expressions used in this clause 24.2 that are defined in the makes a supply to another party ("GST Law have the same meaning in this clause 24.2. (bRecipient") Any consideration to be paid or provided under or in connection with this documentAgreement, for a supply made or to be made under or in connection with this document, does not include the GST Recipient must pay the GST Supplier an amount on account of GST. equal to any GST payable by the GST Supplier in relation to that supply (c) To "GST Amount"), unless the extent that any supply made under or in connection with this document is a taxable supply, amount payable by the consideration payable or to be provided GST Recipient for that supply but is already expressed to be inclusive of GST. If the amount of a Claim from the Retailer to the State for reimbursement of Rebates is calculated on a GST-exclusive basis, and payment of that amount is consideration for a taxable supply by the application of this clause 24.2 (GST Exclusive Amount) Retailer, the State must be increased by pay to the Retailer an additional amount equal to the GST that payable by the supplier is or becomes liable to pay Retailer in respect of that taxable supply the amount ("GST Amount"), so . This is the case notwithstanding that the supplier retainsState may not be the recipient of the taxable supplies to which the amount relates. For the purposes of this clause 19.2, after deducting in the circumstances described in this clause (2) the State will be deemed to be the “GST Amount, Recipient” and the Retailer will be deemed to be the “GST Exclusive Amount. (d) Supplier”. The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time and in the same manner as making payment of any monetary consideration on which the GST Exclusive is calculated. If the GST Amount is not calculated on monetary consideration, the GST Recipient must pay the GST Amount within 7 days of receipt of a written demand from the GST Supplier. The GST Recipient's obligation to pay the GST Amount is conditional on the GST Supplier providing the GST Recipient with a tax invoice that complies with the relevant law, or, if the circumstances described in clause (2) apply, an invoice that would comply with the relevant law if the State was the actual recipient of supplies to which the GST Amount relates. The GST Supplier must do all other things reasonably requested by the GST Recipient to enable the GST Recipient to obtain any input tax credit or other statutory set-off to which it is entitled. The amount recoverable on account of GST under this clause 19.2 will include any fines, penalties, interest and other charges incurred as a result of late payment or other default by the GST Recipient under this Agreement. If a party is required to be paid pay, reimburse or provided under indemnify another party for any cost, expense or other amount that the other party has incurred or will incur in connection with this documentAgreement, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment amount will be reduced by any part thereof for which the amount of any other party (or representative member if this is not the other party) can claim an input tax credit, partial input tax credit to which that party is entitled for that Lossor other like offset. That party is assumed to be entitled to a full input tax credit unless it provesUnless the contrary intention appears, before terms used in this clause 19.2 have the date on which meaning given in the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by A New Tax System (Goods and Services Tax) Act 1999 (Cwlth). Entire agreement This Agreement comprises the GST payable entire agreement between the parties in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date subject matter of this document)Agreement and supersedes any prior representations, then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsnegotiations, writings, memoranda and agreements.

GST. (a) Words or expressions used in In this clause 24.2 that are defined the expressions "consideration", "GST", "input tax credit", "supply", "tax invoice", "recipient" and "taxable supply" have the meanings given to those expressions in the GST Law have the same meaning in this clause 24.2A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇. (b) Any Unless otherwise expressly stated, all prices or other sums payable or consideration to be paid or provided under or in connection accordance with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Agreement are exclusive of GST. (c) To the extent that If GST is imposed on any supply made under or in connection accordance with this document is a taxable supplyAgreement, the consideration payable or recipient of the taxable supply must pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by supplier an additional amount equal to the GST that payable on or for the supplier is or becomes liable taxable supply subject to pay the recipient receiving a valid tax invoice in respect of that the supply at or before the time of payment. Payment of the additional amount will be made at the same time as payment for the taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountis required to be made in accordance with this Agreement. (d) The GST Amount must be paid If this Agreement requires a Party to pay for, reimburse or contribute to any expense, loss or outgoing (Reimbursable Expense) suffered or incurred by the recipient of other Party, the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is amount required to be paid paid, reimbursed or provided under this document, except contributed by the recipient need not pay unless first Party will be the recipient has received sum of: (i) the amount of the reimbursable expense net of input tax credits (if any) to which the other Party is entitled in respect of the reimbursable expense (Net Amount); and (ii) if the other Party's recovery from the first Party is a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where , any GST payable in respect of that supply, such that after the other Party meets the GST is not referable to an actual payment then liability, it will be payable within ten (10) Business Days of a tax invoice being issued by retains the party making the supplyNet Amount. (e) If a A Party’s right to payment under this clause is subject to a party under this document is a reimbursement or indemnification, calculated by reference valid tax invoice being delivered to a Loss incurred by that party, then the payment will be reduced by Party liable to pay for the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party Each Party must do all things necessary so that it is a member of a registered for GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitledpurposes. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date The provisions of this document)clause shall, then to the consideration payable under extent appropriate, override the other provisions of this document will be adjusted to enable the Service Provider to recover its resulting net increased costsAgreement.

GST. (a) Words or expressions used in In this clause 24.2 that are 9.6, a word or expression defined in the GST Law have Act has the same meaning given to it in that Act. Despite any other provision in this clause 24.2. agreement, if a party (bSupplier) Any consideration to be paid or provided makes a supply under or in connection with this document, for agreement on which GST is imposed (not being a supply made or to be made under or the consideration for which is specifically described in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, agreement as GST inclusive): the consideration payable or to be provided for that supply under this agreement but for the application of this clause 24.2 (GST Exclusive Amountexclusive consideration) is increased by, and the recipient of the supply (Recipient) must be increased by also pay to the Supplier, an additional amount equal to the GST payable by the Supplier on that supply; and the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting amount by which the GST Amount, the GST Exclusive Amount. (d) The GST Amount exclusive consideration is increased must be paid to the Supplier by the recipient of the taxable supply to the supplier Recipient without set-set off, deduction or requirement for demand, at the same time as the GST Exclusive Amount exclusive consideration is required payable or to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supplyprovided. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document agreement is a reimbursement or indemnification, calculated by reference to a Loss loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Lossloss, cost or expense. That The party referred to in clause 9.6(c) is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise andotherwise. All taxes, if a taxable supplyrates, duties and charges imposed or levied in Australia or overseas in connection with the Hearing Services or this agreement must be increased borne by the GST payable in relation Practice. The Practice is solely responsible for all labour, materials, overhead, occupational health and safety compliance and other costs associated with providing the Hearing Services. WorkSafe Victoria is entitled to set off any amount owed to the supplyPractice by WorkSafe Victoria (including any Fees and amounts referred to in clause 9.4(a)) against any amount payable by the Practice to WorkSafe Victoria (including, for example, amounts payable as a result of a breach of this agreement or amounts payable at any time in connection with this agreement). WorkSafe Victoria will, on written demand by the Practice, pay simple interest on a daily basis on any amount that is due and owing by WorkSafe Victoria under this agreement and has been outstanding for more than 30 Business Days, at the rate for the time being fixed under section 2 of the Penalty Interest Rates Act 1983 (Vic). The Practice will not, and will ensure that a tax invoice must be provided by Hearing Service Provider does not, charge a Worker any amount for providing the party being reimbursed Hearing Services to that Worker under this agreement. If the Practice or indemnified. (f) If a party Hearing Service Provider charges a Worker an amount for providing Hearing Services to that Worker and fails to refund that amount, the amount charged is a member of a GST group, references debt due to GST that WorkSafe Victoria which may be set off against any amount owed to the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made Practice by the Service Provider WorkSafe Victoria in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.accordance with clause 9.9. Communication

GST. (a) Words or expressions used If a party (the supplier) is required to pay GST in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for respect of a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with (including by reason of a breach of) this document is a taxable supplyagreement, the consideration payable recipient of the supply must (in addition to any other payment for, or in connection with, the supply) pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by supplier an additional amount equal to such GST (such amount being the GST that gross-up). (b) If a GST gross-up is payable, then the supplier is or becomes liable to pay in respect of that taxable supply must give the recipient a tax invoice for the supply. (GST Amount), so that the supplier retains, after deducting the GST Amountc) Provided a tax invoice has been given, the GST Exclusive Amountgross-up must be paid by the recipient: (i) if any monetary consideration is payable for the supply, at the same time and in the same manner as such monetary consideration; or (ii) if no monetary consideration is payable for the supply, within 10 business days after the day on which the tax invoice is given. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required If any payment to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment made to a party under or in connection with this document agreement is a reimbursement or indemnification, calculated by reference indemnification of an expense or other liability incurred or to a Loss be incurred by that party, then the amount of the payment will must be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed expense or other liability, such reduction to be entitled effected before any increase in accordance with clause 4.3(a). (e) If an adjustment event has occurred in respect of a supply made under or in connection with this agreement, any party that becomes aware of the occurrence of that adjustment event must notify the other party as soon as practicable, and the parties agree to a full input tax credit unless it provestake whatever steps are necessary (including to issue an adjustment note), before the date and to make whatever adjustments are required, to ensure that any GST or additional GST on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by or any refund of GST (or part thereof), is paid no later than 20 business days after the GST payable in relation to supplier first becomes aware that the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedadjustment event has occurred. (f) If For the purposes of this agreement: (i) terms used in this clause 4.3 that are defined in the A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ (Cth) have the meaning given to them in that Act; (ii) a party is reference to a member payment in this clause 4.3 includes any payment of a GST group, money and any form of consideration other than payment of money; and (iii) all references to GST that payments and obligations to make payments, including all references to compensation (including by way of reimbursement or indemnity), are, but for the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date operation of this document)clause 4.3, then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsexclusive of GST.

GST. (a) Words or expressions used Unless the context requires otherwise, words and phrases in this clause 24.2 that are defined have a specific meaning in the GST Law Act shall have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply23. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party Party is a member of a GST group, references to GST that which the party Party must pay, pay and to input tax credits to which the party Party is entitled, entitled include GST that which the representative member of the GST group must pay and input tax credits to which the representative member is entitled. . Unless otherwise stated, all amounts expressed to be payable under or in connection with this document are exclusive of any GST. A recipient of a taxable supply under or in connection with this document must pay to the supplier, in addition to the consideration for the taxable supply, an amount equal to any GST paid or payable by the supplier in respect of the taxable supply (gGST Amount). The recipient must make that payment to the supplier as and when the consideration or part of it is provided, except that the recipient need not pay unless the recipient has received a Tax Invoice (or an Adjustment Note) for that taxable supply. If an adjustment event occurs in relation to a supply made under or in connection with this document, the GST Law should change such Amount will be recalculated to reflect that adjustment and an appropriate payment will be made between the Parties. Where a supplier incurs a cost or expense for which it may be reimbursed by, indemnified against, claim against or set-off against another Party under this document, the amount to be paid or credited is the cost or expense (reduced by the input tax credit that the Service Provider supplier is unable entitled to claim input tax credits for acquisitions made by the Service Provider in the course respect of making supplies that cost or expense) plus any GST Amount payable under this clause 23. If a payment under an indemnity gives rise to a liability to pay GST, the payer must pay, and indemnify the payee against, the amount of that GST. If a Party has a claim under or in connection with this document whose amount depends on actual or estimated revenue or which is for a loss of revenue, revenue must be calculated without including any amount received or receivable as reimbursement for GST (whether that is, acquisitions that were creditable acquisitions at the date amount is separate or included as part of a larger amount). This clause 23 will not merge upon completion and will continue to apply after expiration or termination of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used 7.1 In the event that any of the prices for Supplies made under this Agreement are expressed as being inclusive of GST, Clause 7.2 will not apply in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2respect of those Supplies. 7.2 If any Party to this Agreement (bthe "GST Supplier") Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account of GST. (c) To the extent that any supply made under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay GST in connection with any Supplies made under this Agreement: (a) the GST Supplier may add to the price of all Supplies the amount of GST for which the GST Supplier is or becomes liable in respect of that taxable supply those Supplies, as calculated by the GST Supplier in accordance with the GST Law; (GST Amountb) the Party providing consideration for the Supplies (the "Recipient") will pay the amounts or provide any other consideration required to be provided under other provisions of this Agreement for the Supplies ("agreement price") plus the calculated amount in respect of GST; (c) subject to subclause (d), so that the supplier retains, after deducting additional amounts shall be payable at the same time or times as the agreement price is required to be provided to the GST Amount, Supplier under the GST Exclusive Amount.other provisions of this Agreement; (d) The GST Amount must be paid if the time required by the recipient subclause (c) for payment of the taxable supply additional amounts is at a time prior to the supplier without set-off, deduction or requirement for demand, at commencement of the same time as tax period in respect of which the GST Exclusive Amount is Supplier will be required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where include the GST is on that supply in the GST Supplier's GST return, subclause (c) will not referable apply to an actual payment then it that additional amount and instead the additional amount will be payable within not less than ten (10) Business Days of business days prior to the date upon which the GST Supplier is required to lodge its GST return for that tax period. 7.3 The GST Supplier will issue a tax invoice being issued which enables the Recipient, if permitted by the party making GST Law, to claim a credit or refund of GST on or before the supplydate that the Recipient is required to pay the additional amounts calculated pursuant to Clause 7.2 or the GST component of the price for the Supplies referred to in Clause 7.1. (e) If 7.4 If, for any reason, the GST Supplier's GST liability in respect of a payment particular Supply is varied from the additional amount paid by the Recipient under Clause 7.1 or Clause 7.2 the GST Supplier shall repay to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by Recipient the amount of any input tax credit to which excess paid by the Recipient above the GST Supplier's GST 7.5 Each Party warrants that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before at the date on which the payment must be madetime any taxable Supplies are made under this Agreement, that its entitlement Party is otherwise and, if a taxable supply, must or will be increased by registered under the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLaw. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in In this clause 24.2 that are defined in the GST Law clause, GST, Taxable Supply, Consideration, Tax Invoice, Input Tax Credit, Adjustment Note and Adjustment Venue each have the same meaning given to those terms in this clause 24.2Section 195-1 of the A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ (Cth). (b) Any consideration to be paid or provided The parties acknowledge that, unless expressed otherwise in this Agreement, all Consideration payable under or in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Agreement is expressed exclusive of GST. (c) If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement by one party (Supplier) to another (Recipient), the Recipient providing Consideration for the Taxable Supply must also pay the GST payable in respect of that Taxable Supply as additional Consideration, unless the Consideration for the Taxable Supply is expressly agreed to be GST inclusive. No payment in respect of the Taxable Supply is required until the Supplier has provided a Tax Invoice or Adjustment Note, as the case may be, to the Recipient. (d) To the extent that any supply made under or in connection with this document Agreement is a taxable supplyTaxable Supply, the consideration payable or to be provided Consideration for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must Taxable Supply will be increased by an additional amount equal to determined by the Supplier, not exceeding the amount of that Consideration (or its market value) multiplied by the rate at which GST that the supplier is or becomes liable to pay imposed in respect of that taxable supply (GST Amount), the Taxable Supply. The amount so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount determined must be paid by the recipient Recipient of the taxable supply to Taxable Supply even if the supplier without set-off, deduction or requirement for demand, at Recipient disputes the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplydetermination. (e) If an Adjustment Venue occurs following a determination under clause 4.7(d), the Supplier must make a further determination under clause 4.7(d) of the amount of Consideration payable and if the GST component of that Consideration differs from the amount originally determined, the amount of the difference must be paid by, refunded to or credited to the Recipient, as the case may be. (f) The Supplier must issue a Tax Invoice to the Recipient of a Taxable Supply to which this clause applies no later than fourteen (14) days following payment of the GST inclusive Consideration determined under clause 4.7(d). (g) Any reference in the calculation of Consideration or of any indemnity, reimbursement or similar amount to a party under this document is a reimbursement cost, expense or indemnification, calculated by reference to a Loss other liability incurred by that a party, then the payment will be reduced by must exclude the amount of any input tax credit to which Input Tax Credit entitlement of that party is entitled for that Lossin relation to the relevant cost, expense or other liability. That A party is will be assumed to be entitled have an entitlement to a full input tax credit Input Tax Credit unless it proves, before demonstrates otherwise prior to the date on which the payment Consideration must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedprovided. (fh) If a party is a member of a GST group, references This clause will continue to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date apply after expiration or termination of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costsAgreement.

GST. If Goods and Services Tax (aGST) Words or expressions used in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to be paid or provided under or in connection with this document, for is payable by a supply made or to be made under or in connection with this document, does not include an amount supplier on account of GST. (c) To the extent that any supply made under this Agreement and the supplier is registered for GST, subject to receipt of a Correctly Rendered Tax Invoice (or in connection conjunction with this document is a taxable supply, the consideration payable or issue of an RCTI if applicable and agreed) the recipient of the supply will pay to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by supplier an additional amount equal to the GST that payable on the supplier is or becomes liable supply, in addition to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, and at the same time as that the GST Exclusive Amount consideration for the supply is required to be paid or provided under this documentAgreement. The Recipient must immediately notify the Agency if its GST registration status changes during the Term. If, except for any reason, the recipient need Agency pays to the Recipient an amount under this clause (GST) which is more than the GST imposed on a particular supply by the Recipient to the Agency, the Recipient must immediately repay to the Agency the excess or the Agency may set off the excess against any other amounts due to the Recipient. Subject to this clause (GST), if the Activity Schedule specifies that RCTIs will issue in respect of the Funding, the Recipient agrees that: the Agency will issue it with an RCTI; and the Recipient will not pay unless the recipient has received issue a tax invoice invoice, in respect of any taxable supply that the Recipient makes under this Agreement. Withholding payment and repayment The Agency may, by notice, withhold payment of any amount of the Funding if and for so long as it reasonably believes that: the Recipient has not complied with this Agreement; the Recipient is unlikely to conduct the Activity or administer the Funding in accordance with this Agreement; or the Recipient’s actions will cause damage to the reputation of the Agency or its Funding Program. If any amount of the Funding: has been incorrectly claimed or overpaid; has not been spent in accordance with this Agreement; has been spent upon a Significant Asset that is disposed of in breach of this Agreement; is surplus to the requirements of the Activity; or is unspent upon termination or expiry of this Agreement, then the Agency may, by notice: require the Recipient, within no less than twenty (20) Business Days, to repay that amount to, or an adjustment noteto otherwise deal with that amount as directed by, the Agency; or deduct that amount from any future payments of Funding, or other funding, payable by the Agency to the Recipient. If the Recipient does not make any required repayment of Funding under this Agreement by the due date for payment the Agency may recover the amount as a debt due to the Agency without the need for further proof. Reduction in Funding Without limiting other rights under this Agreement, the Agency may reduce the Funding agreed but not yet paid to the Recipient under this Agreement by giving at least 20 Business Days’ notice to the Recipient: (Loss of Funding) if the Agency does not receive sufficient funds from the NSW Parliament or the Commonwealth Government to provide the Funding for the Activity; or (Change of policy) if there is a change in NSW Government policy which affects the Funding Program or the Activity. If the Funding is reduced under this clause the Agency will: agree with the Recipient any necessary consequent variation to this Agreement, for example, by way of reduction in scope of the Activity; and pay the Recipient’s reasonable, substantiated costs (other than loss of profit or income) necessarily and directly incurred as a result of the reduction in the Funding and any consequent variation to the Agreement (“Reduction in Funding Costs”), provided that: the Recipient uses its best efforts to minimise its Reduction in Funding Costs; and the total amount of Reduction in Funding Costs payable will not exceed the total amount of unpaid Funding forfeited through reduction in the Funding under this clause 7 (Reduction in Funding). Acknowledgement of Funding and publicity The Recipient must: ensure that all public statements relating to the Activity or the Funding acknowledge the provision of the Funding by the Agency; comply with any Agency requirements in respect of the form and content of any acknowledgement of Funding, as specified in the Activity Schedule; and not use Agency or NSW Government branding or logos except with the Agency’s prior consent and in accordance with the NSW Government’s Style Manual. If requested, the Recipient must use best efforts to ensure the Agency and its Minister are given a reasonable opportunity to participate in media coverage or other promotion of the Activity. The Agency may publicise and report on the provision of the Funding to the Recipient, including the amount and purpose of the Funding and the nature and outcomes of the Activity. If requested, the Recipient must promptly remove its acknowledgement of the Funding and any payment Agency or NSW Government logo from any material relating to the Activity if the Agency reasonably requests it (for example, if the Agency determines that taxable supply. Where the GST Activity is not referable consistent with the Activity Objectives). Reports and review Reports The Recipient must provide: the required Reports in relation to an actual payment then it will its conduct of the Activity, as and when required by this Agreement; and any additional reports or information that may be payable reasonably requested by the Agency from time to time, for example to address specific issues of concern, as and when requested. If the Agency does not accept a Report as satisfactory, the Recipient must submit a revised Report within ten (10) Business Days of the Agency’s request. Review The Agency will regularly review (either directly or through a tax invoice being issued by third party contractor acting as the party Agency’s authorised representative) the Recipient’s implementation of this Agreement, including: its conduct of the Activity against the Objectives; and its expenditure of the Funding and any required Contribution against the Activity Budget and the Activity Plan. To facilitate the Agency’s review the Recipient must, on reasonable notice: make appropriate personnel available to meet with, and/or discuss, the implementation of the Agreement with the Agency or its authorised representative; make available to the Agency or its authorised representative, for inspection and the making of copies as appropriate, all relevant Records reasonably requested and assist the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by Agency in that party, then inspection and the payment will be reduced by the amount obtaining of any input tax credit requested copies; and allow the Agency or its authorised representative reasonable access to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member any site of the GST group must pay and input tax credits Activity to which inspect the representative member is entitledconduct of the Activity. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words Any consideration or expressions used amount payable under this deed, including any non- monetary consideration (as reduced in this accordance with clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.216(e) if required) (Consideration) is exclusive of GST. (b) Any consideration to be paid If GST is or provided under or in connection with this document, for becomes payable on a supply made or to be Supply made under or in connection with this documentdeed, does not include an additional amount (Additional Amount) is payable by the party providing consideration for the Supply (Recipient) equal to the amount of GST payable on account of GSTthat Supply by the party making the Supply (Supplier) in accordance with the GST Law. (c) To The Additional Amount payable under clause 16(b) is payable at the extent same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice. However, the Additional Amount is only payable on receipt of a valid Tax Invoice. (d) If for any reason (including the occurrence of an Adjustment Event) the amount of GST payable on a Supply (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Additional Amount payable by the Recipient under clause 16(b): (1) the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as applicable; (2) the refund, credit or further amount (as the case may be) will be calculated such that the total Additional Amount as adjusted by the refund credit or further amount will be equal to the GST payable on the Supply as determined in accordance with the GST Law; and (3) the Supplier must notify the Recipient of the refund, credit or further amount within 14 days after becoming aware of the variation to the amount of GST payable. Any refund or credit must accompany such notification or the Recipient must pay any supply made further amount within seven days after receiving such notification, as applicable. If there is an Adjustment Event in relation to the Supply, the requirement for the Supplier to notify the Recipient will be satisfied by the Supplier issuing to the Recipient an Adjustment Note within 14 days after becoming aware of the occurrence of the Adjustment Event. (e) Despite any other provision in this deed if an amount payable under or in connection with this document deed (whether by way of reimbursement, indemnity or otherwise) is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) If a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss an amount incurred by that a party, then whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the payment will amount payable must be reduced by the amount of any input tax credit Input Tax Credit to which that party is entitled for in respect of that LossAmount Incurred. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnified.17 Notices (f) If Any reference in this clause to GST payable by or Input Tax Credit entitlements of a party is a member includes GST payable by or Input Tax Credit entitlements of the Representative Member of a GST group, references to GST that the party must pay, and to input tax credits to Group of which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitleda member. (g) If Any term starting with a capital letter in this clause 16 that is not defined in this clause 16 has the GST Law should change such that same meaning as the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider term has in the course of making supplies under this document A New Tax System (that is, acquisitions that were creditable acquisitions at the date of this documentGoods & Services Tax) Act 1999 (Cth), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in this clause 24.2 The parties acknowledge that are defined unless otherwise expressly stated all amounts of monetary consideration in the GST Law have the same meaning in this clause 24.2Service Agreement are exclusive of GST. (b) Any consideration to be paid If GST is or provided becomes payable on a supply made by a party (Supplier) under or in connection with this documentthe Service Agreement or the Services, the party providing consideration for the supply (Recipient) must pay an additional amount to the Supplier equal to the GST payable by the Supplier (or representative member of a supply made or GST group of which the Supplier is a member) in relation to be made under or in connection with this document, does not include an amount on account of GSTthe supply. (c) To the extent that any supply made Any amount payable under or in connection with this document is a taxable supply, the consideration payable or to clause 10A(b) will be provided for that supply but for the application of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal paid to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, Supplier at the same time as the GST Exclusive Amount other consideration for the supply is required paid to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplySupplier. (ed) If a any party is required under the Service Agreement to reimburse or pay to the other party an amount (other than any payment to a party under this document is a reimbursement or indemnification, on account of the Fees) calculated by reference to a Loss cost, expense, or an amount paid or incurred by that party, then the amount of the reimbursement or payment will be reduced by the amount of any input tax credit credits to which that party (or representative member of a GST group of which that party is a member) is entitled for in respect of any acquisition relating to that Loss. That party cost, expense or other amount. (e) Notwithstanding any other provision of the Service Agreement, where the Recipient is assumed the Service Provider, it will not be obliged to be entitled pay any amount on account of GST to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if Requesting Party (whether under this clause 10A or otherwise) in respect of a taxable supply, must be increased supply made by the GST payable in relation Requesting Party unless and until the Requesting Party issues to the supplyService Provider, and a valid tax invoice must be provided by that complies with the party being reimbursed or indemnifiedGST Law in respect of that taxable supply. (f) If Where the Supplier is the Service Provider, the Service Provider must issue a party is valid tax invoice to the Requesting Party in respect of any taxable supply made by the Service Provider to the Requesting Party (including under clause 10A) as a member condition precedent to the Requesting Party being obliged to pay any amount on account of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member Service Provider in respect of the GST group must pay and input tax credits to which the representative member is entitledsuch taxable supply. (g) If the GST Law should change such that the Service Provider is unable payable in relation to claim input tax credits for acquisitions a supply made by the Service Provider in Supplier under the course of making supplies Contract varies from the additional amount paid by the other party under this document (clause 10A in respect of that is, acquisitions that were creditable acquisitions at the date of this document)supply, then the consideration payable Supplier will provide a corresponding refund or credit to or will be entitled to receive the amount of that variation from the other party (as appropriate). (h) Each party acknowledges and warrants that at the time of entering into the Service Agreement it is registered for GST (and any entity making supplies or acquisitions under this document Service Agreement is also registered for GST) and will notify the other party if it or any relevant entity ceases to be registered for GST. (i) In this clauses 10A: (i) terms defined in GST Law have the meaning given to them in GST Law, unless the context suggests otherwise; (ii) GST includes amounts defined as "GST" under the GST Law and "GST equivalents" payments under the Intergovernmental Agreement Implementation (GST) ▇▇▇ ▇▇▇▇ (NSW) (or similar payments under corresponding legislation of any other State or Territory); and (iii) any part or progressive or periodic component of a supply that is treated as a separate supply for GST purposes (including attributing GST to tax periods) will be adjusted to enable the Service Provider to recover its resulting net increased coststreated as a separate supply.

GST. (a) Words or expressions used Any reference in this clause 24.2 that are 16.4 to a term defined or used in the GST Law have Act is, unless the same meaning context indicates otherwise, a reference to that term as defined or used in this clause 24.2that Act. (b) Any Unless expressly included, the consideration to be paid or provided for any supply under or in connection with this document, for a supply made or to be made under or in connection with this document, deed does not include an amount on account of GST. (c) To the extent that any supply made by a party (Supplier) to another party (Recipient) under or in connection with this document deed is a taxable supply, the Recipient must pay to the Supplier, in addition to the consideration payable or to be provided for that supply under this deed but for the application of this clause 24.2 16.4(c) for that supply (GST Exclusive Amount) must be increased by Consideration), an additional amount equal to the amount of the GST that Exclusive Consideration (or its GST exclusive market value) multiplied by the supplier rate at which GST is or becomes liable to pay imposed in respect of that the supply. This clause 16.4(c) does not apply to any taxable supply (GST Amount), so under or in connection with this deed that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountis expressly stated to include GST. (d) The amount on account of GST Amount must payable in accordance with this clause 16.4 will be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time and in the same manner as the GST Exclusive Amount consideration otherwise payable for the supply is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyprovided. (e) If a payment Any reference in the calculation of any consideration or of any indemnity, reimbursement or similar amount to a party under this document cost, expense or liability incurred by a person (Relevant Expense) is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be relevant expense reduced by the an amount of equal to any input tax credit entitlement of that person (or of the representative member of any GST group to which that the person belongs) in relation to the Relevant Expense. A party is entitled for that Loss. That party is will be assumed to be entitled have an entitlement to a full input tax credit unless it proves, before demonstrates otherwise prior to the date on which the relevant payment or consideration must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedprovided. (f) If a party is a member Unless expressly included, any monetary thresholds specified in this deed are exclusive of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitledGST. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words Unless otherwise stated, all amounts payable or expressions used in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any other consideration to be paid or provided under this Agreement are exclusive of GST. If Aurizon Network is required to pay GST on any amount payable or other consideration to be provided under this Agreement then, subject to clause (e), the Owner must pay to Aurizon Network the amount of that GST on the same date as the payment giving rise to the GST. If the supply of a Reimbursable Item under this Agreement is subject to GST, the Owner must pay Aurizon Network in respect of that Reimbursable Item the GST Inclusive Reimbursement. All invoices prepared pursuant to this Agreement will take the form of a tax invoice. If a dispute between Aurizon Network and the Owner arises out of or in connection with this documentclause 4.1, then either Party will give to the other Party a notice of dispute in writing adequately identifying and providing details of the dispute. If the dispute has not been resolved within 10 Business Days after service of a notice of dispute, the dispute must be referred for a supply made or to be made under or determination by an expert in connection accordance with this documentclause 17.4. ACCESS TO OPERATE ROLLINGSTOCK ON PRIVATE INFRASTRUCTURE, NETWORK AND CONNECTING INFRASTRUCTURE This Agreement does not include constitute an amount agreement between the Parties for: access by Aurizon Network or any third party to operate rollingstock on account of GST. (c) To the extent that Private Infrastructure; or access by the Owner or any supply made under third party to operate rollingstock on the Network or in connection with this document is a taxable supplythe Connecting Infrastructure. Arrangements for access to operate rollingstock on the Private Infrastructure, the consideration payable Network and/or the Connecting Infrastructure will be the subject of a separate agreement or agreements between the relevant entities. [Parties to be provided for that supply but for select clauses 6.1-6.3 if the application Owner is constructing the Connecting Infrastructure or clause 6.4 if Aurizon Network is constructing the Connecting Infrastructure, and delete the non-applicable clauses. If the Connecting Infrastructure has already been constructed by the Owner at the time of this Agreement all of clauses 6.1-6.4 should be deleted. The choice made will necessitate a degree of renumbering within clause 24.2 (GST Exclusive Amount6. and consequential amendments to cross-references elsewhere in this Agreement to clauses within clause 6.. Under clause 8.3(c) must be increased of the Aurizon Network Access Undertaking, Aurizon Network has a right to design, project manage, construct and commission the Connecting Infrastructure if it chooses to do so.] [To enable the Owner to plan, design, construct and otherwise carry out the construction of the Connecting Infrastructure, Aurizon Network must, promptly following a written request from the Owner, provide all assistance reasonably requested by an additional amount equal to the GST that Owner, at the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount)Owner's reasonable and prudent cost, so that the supplier retainsConnecting Infrastructure satisfies the minimum technical, after deducting engineering and safety standards required to connect the GST AmountPrivate Infrastructure to the Network, including: the provision of technical and engineering information in relation to the Network, including all information relating to the design specifications, infrastructure standards and scope of the rail infrastructure adjacent to the Private Infrastructure or to which the Private Infrastructure will connect; advice in connection with the design specifications, infrastructure standards and the scope of the rail infrastructure for the coal system which the Owner of the Private Infrastructure is developing; providing access to planning procedures developed and maintained by Aurizon Network which would reasonably have an impact on the operation of Train Services using the Connecting Infrastructure including any planned or anticipated upgrades or augmentation of the Network; the provision of information relating to any capacity analysis associated with the Private Infrastructure, including capacity modelling assumptions and modelled simulation outputs required for planning and design purposes; and reasonable access to employees, agents or officers of Aurizon Network who have knowledge of the Network, in particular of the matters identified in clauses (a) to (d). Prior to commencing construction of the Connecting Infrastructure, the GST Exclusive Amount. (d) The GST Amount Owner may submit the Design to Aurizon Network for approval in accordance with this clause 6.2. Any such submission must be paid accompanied by details of the Train Services the Owner anticipates entering and/or exiting the Network via the Connecting Infrastructure. Within 10 Business Days of submission of the Design in accordance with clause (a), Aurizon Network must give written notice to the Owner: where the Design is unusually complex or otherwise especially difficult to assess, informing the Owner that additional time is required to consider the Design, and the reason that additional time is required; approving the Design; or rejecting the Design, in which case Aurizon Network: must give reasons for the rejection; and must give details of any modifications that it requires to be made to the Design so that it is suitable for the purpose of connecting the Private Infrastructure to the Network and for the operation of the Train Services anticipated by the recipient Owner. Aurizon Network must approve the Design of the taxable supply Connecting Infrastructure where the Design: meets the technical specifications reasonably required by Aurizon Network for connection to the supplier without set-offNetwork; provides for the Connecting Infrastructure to be constructed to a standard appropriate to the nature of the traffic and the current service standards of the adjoining part of the Network, deduction and, if constructed in accordance with that Design, there will be no adverse impact on safety; and will not result in the Connecting Infrastructure, by virtue of its existence, reducing capacity of the Network or requirement supply chain capacity, provided that Aurizon Network cannot refuse to approve the Design on the basis of clauses 6.(iv)(A)-(C) above if that would result in the Connecting Infrastructure being required to be of a standard or to be of any condition which exceeds the standard and condition of the parts of the Network which are to be used by Train Services which the Owner anticipates will enter and/or exit the Network via the Connecting Infrastructure. Within 20 Business Days of giving a notice in accordance with clause 6.(i), Aurizon Network must give written notice to the Owner: approving the Design; or rejecting the Design, in which case Aurizon Network: must give reasons for demandthe rejection; and must give details of any modifications that it requires to be made to the Design so that it is suitable for the purpose of connecting the Private Infrastructure to the Network and for the operation of the Train Services anticipated by the Owner. Aurizon Network must approve the Design of the Connecting Infrastructure where the Design: meets the technical specifications reasonably required by Aurizon Network for connection to the Network; provides for the Connecting Infrastructure to be constructed to a standard appropriate to the nature of the traffic and the current service standards of the adjoining part of the Network, and, if constructed in accordance with that Design, there will be no adverse impact on safety; and will not result in the Connecting Infrastructure, by virtue of its existence, reducing capacity of the Network or supply chain capacity, provided that Aurizon Network cannot refuse to approve the Design on the basis of clauses 6.(iii)(A)-(C) above if that would result in the Connecting Infrastructure being required to be of a standard or to be of any condition which exceeds the standard and condition of the parts of the Network which are to be used by Train Services which the Owner anticipates will enter and/or exit the Network via the Connecting Infrastructure. Following receipt of a notice under clauses 6.(iii), 6.(ii) or (e), the Owner may: modify and resubmit the Design, in which case clause (b) will reapply; or dispute any of Aurizon Network’s reasons for rejecting the Design in which case the matter will be resolved in accordance with clause 10.1 of the Aurizon Network Access Undertaking. If, following approval of the Design by Aurizon Network but prior to the approval of the suitability of the Connecting Infrastructure in accordance with clause (b), Aurizon Network reasonably considers there has been a material change in circumstances such that it would no longer be required to approve the Design pursuant to clause 6.(iv) it must, as soon as practicable of becoming aware of that change, give notice to the Owner of the nature of the material change in circumstances and details of any modifications that it requires to be made to the Design so that it is suitable for the purpose of connecting the Private Infrastructure to the Network and for the operation of the Train Services anticipated by the Owner. Where it is the conduct of Aurizon Network or an Aurizon Party in respect of the Network which would cause the material change in circumstances: Aurizon Network must consult with the Owner before implementing any such change; and the Owner will not be required to pay any costs associated with such change if the material change in circumstances is the result of Aurizon Network or an Aurizon Party's wilful misconduct, wilful default or gross negligence. At the request of the Owner, Aurizon Network must, at the same time Owner's cost, inspect works in progress for the Connecting Infrastructure to determine: whether the Design approved in accordance with clause 6.2 (including any modifications made following a notice under clause (e)) appears to have been complied with to the date of inspection; and whether there is any evidence of defects or issues with the works in progress to the date of inspection that may result in the Connecting Infrastructure not meeting the suitability requirements in clause (b), and advise the Owner as soon as reasonably practical of the GST Exclusive Amount is required results of that inspection, and how it considers any such potential non-compliances, defects or issues could be rectified. Prior to be paid or provided under this documentthe Commitment Date, except Aurizon Network will inspect the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable Connecting Infrastructure within ten (10) 10 Business Days of a tax invoice being issued written request from the Owner, to determine whether it is suitable for the purpose of connecting the Private Infrastructure to the Network and for the operation of the Train Services contemplated to enter or exit the Network via the Connecting Infrastructure under any access agreement. The Connecting Infrastructure shall be suitable for these purposes where it: complies with any Design approved in accordance with clause 6.2 (including any modifications made following a notice under clause (e)); or meets the following criteria: meets the technical specifications reasonably required by Aurizon Network for connection to the Network; has been constructed to a standard appropriate to the nature of the traffic and the current service standards of the adjoining part of the Network, and there is no adverse impact on safety; and will not, by virtue of its existence, reduce capacity of the Network or supply chain capacity, provided that the Connecting Infrastructure will be deemed to meet those criteria if a contrary treatment would result in Aurizon Network requiring the Connecting Infrastructure to be of a standard or to be of any condition which exceeds the standard and condition of the parts of the Network which are to be used by Train Services which the Owner anticipates will enter and/or exit the Network via the Connecting Infrastructure. If Aurizon Network has, in accordance with clause (b), determined that modification or upgrade to, or replacement of, the Connecting Infrastructure is required in order to make it suitable for those purposes, Aurizon Network will: first, consult with the Owner in respect of the work which Aurizon Network believes is required with a view to agreeing the most efficient and effective means of making the Connecting Infrastructure suitable for the purposes set out in clause (b); and second, if Aurizon Network believes that work is still required and having regard to the consultation with the Owner, give to the Owner a written notice setting out comprehensive details of the work required (including a scope of work), comprehensive reasons why Aurizon Network considers that the work is required, details of the party making or parties who Aurizon Network proposes to carry out the supply. work and Aurizon Network’s procurement strategy (e) If Connecting Infrastructure Work Notice). The Owner may dispute all or any part of the Connecting Infrastructure Work Notice in accordance with this Agreement. Following the expiry of a payment to a party under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by the amount period of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before 15 Business Days from the date on which the payment must Connecting Infrastructure Work Notice was issued and provided that the Owner has not disputed the Connecting Infrastructure Work Notice, Aurizon Network will carry out, or cause to be madecarried out, those modifications, upgrades or replacement, at the Owner’s cost. If the Owner has disputed the Connecting Infrastructure Work Notice and it is determined in a dispute resolution carried out in accordance with this Agreement that the work described in the Connecting Infrastructure Work Notice is reasonably required, Aurizon Network shall be entitled to carry out, or cause to be carried out, that its entitlement is otherwise andwork following and in accordance with the determination of the dispute. The Owner shall pay to Aurizon Network the reasonable and prudent costs of the work carried out by or for Aurizon Network in accordance with clause (e), if provided that the Owner may dispute the amount of those costs in accordance with the procedure set out in clause 17.. ] [Aurizon Network will design, construct, project manage and commission the Connecting Infrastructure, at the cost of the Owner, in accordance with the terms of the separate construction agreement between the Parties (Construction Agreement). The Construction Agreement must contain at least the following terms and these terms prevail over other terms in the Construction Agreement to the extent of any inconsistency: Aurizon Network must give the Owner a taxable supplyreasonable period within which to provide comments to Aurizon Network on any design or construction matters, must be increased by or project management issues which the GST payable Owner considers will result in non-prudent or unreasonable costs or delays being incurred; any dispute arising out of or in relation to the supplynegotiation of the Construction Agreement which relates to a matter which the Aurizon Network Access Undertaking provides for the parties to have a right to resolve via the dispute provisions in the Aurizon Network Access Undertaking, will be resolved in accordance with the Aurizon Network Access Undertaking; the Owner shall pay (under and a tax invoice must be in accordance with the Construction Agreement) to Aurizon Network the reasonable and prudent costs of the work carried out by or for Aurizon Network in accordance with clause (a), provided by the party being reimbursed or indemnified. (f) If a party is a member of a GST group, references to GST that the party Owner may dispute the amount of those costs in accordance with the Construction Agreement or with clause 6.(ii); Aurizon Network must pay, and to input tax credits to which the party is entitled, include GST that the representative member provide reasonable substantiation of the GST group costs sought to be recovered by it; Aurizon Network must pay give the Owner written notice of completion of the construction of the Connecting Infrastructure and input tax credits an estimate of the further time required for commissioning and other activities before the Connecting Infrastructure will be available for utilisation by Train Services; Aurizon Network is not permitted to which contract work to an Aurizon Party without the representative member is entitled. written approval of the Owner; and Aurizon Network will not materially vary the works for the Connecting Infrastructure from the initial design without notifying the Owner. For the avoidance of doubt, Aurizon Network: subject to clause 18.4, at all times (gincluding during the construction process) If owns the GST Law should change such that Connecting Infrastructure; shall not encumber, transfer or dispose of the Service Provider is unable to claim input tax credits for acquisitions made by Connecting Infrastructure except as expressly permitted in this Agreement unless at the Service Provider same time it also: transfers, disposes of or grants an encumbrance over the adjoining Branch Line in favour of the course same transferee; and procures an assignment of making supplies its obligations under this document (that isAgreement to the same transferee; and shall not remove, acquisitions that were creditable acquisitions relocate or part with possession of the Connecting Infrastructure except as expressly permitted in this Agreement. Aurizon Network will inspect the Connecting Infrastructure at least once per year during the date term of this document)Agreement, then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.ass

GST. (a) Words If GST is or expressions used in this clause 24.2 that are defined in the GST Law have the same meaning in this clause 24.2. (b) Any consideration to will be paid or provided under or in connection with this document, for imposed on a supply made or to be made under or in connection with this document, does to the extent that the consideration otherwise provided for that supply under this document is not stated to include an amount for GST on account the supply: (i) the consideration otherwise provided for that supply under this document is increased by the amount of that GST; and (ii) the recipient must make payment of the increase as and when the consideration otherwise provided for, or relevant part of it, must be paid or provided or, if the consideration has already been paid or provided, within 7 days of receiving a written demand from the supplier. (b) The right of the supplier to recover any amount in respect of GST under this document on a supply from the recipient is subject to the issuing of the relevant tax invoice or adjustment note. (c) To the extent that any Any consideration otherwise provided for a supply made under or payment obligation in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application exclusive of this clause 24.2 (GST Exclusive Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amountunless stated otherwise. (d) The If there is an adjustment event in relation to a supply which results in the amount of GST Amount must be paid on a supply being different from the amount in respect of GST already recovered by the recipient supplier, as appropriate, the supplier within 14 days of becoming aware of the taxable adjustment event: (i) may recover from the recipient the amount by which the amount of GST on the supply exceeds the amount already recovered by giving seven days written notice; or (ii) must refund to the recipient the amount by which the amount already recovered exceeds the amount of GST on the supply to the extent that the supplier without set-off, deduction is entitled to a refund or requirement for demand, at credit from the same time as Commissioner of Taxation; and (iii) must issue an adjustment note or tax invoice reflecting the GST Exclusive Amount is required adjustment event in relation to be paid or provided under this document, except the supply to the recipient need not pay unless within 28 days of the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyevent. (e) If a payment Costs actually or estimated to be incurred or revenue actually or estimated to be lost by a party that is required to be reimbursed or indemnified by another party, or used as the basis for calculation of consideration for a supply, under this document is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be reduced by must exclude the amount of any GST referrable to the cost to the extent to which an entitlement arises or would arise to claim an input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the and any amount in respect of GST payable in relation referrable to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedrevenue. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.

GST. (a) Words or expressions used in this clause 24.2 (GST exclusive amounts): Unless otherwise expressly stated to include GST, any amounts payable for a taxable supply that are defined referred to in the any other provision of this Construction Licence are exclusive of any GST Law have the same meaning in this clause 24.2(Agreed Amount). (b) Any consideration to be paid or provided (GST payable by Supplier): If GST becomes payable on any taxable supply made by a party (Supplier) under or in connection with this documentConstruction Licence: (i) unless the Agreed Amount is expressly stated to include GST, an additional amount will be payable by the party which is the recipient of the taxable supply (Recipient), equal to the amount of GST payable by the Supplier on that taxable supply as calculated by the Supplier in accordance with the GST Law, which will be payable at the same time and in the same manner as for the Agreed Amount; and (ii) the Supplier will provide a tax invoice to the Recipient in connection with that supply, either at the time expressly set out in any other provision of this Construction Licence or no later than the time at which the Agreed Amount for that taxable supply is to be provided in accordance with this Construction Licence. The Recipient is not obliged to pay any amount in accordance with this clause 10(b) unless and until a tax invoice is received by the Recipient in connection with the taxable supply except where the Recipient is required to issue the tax invoice. (c) (Variation in GST payable): If for any reason, the GST payable by the Supplier in connection with a supply made or to be made it makes under or in connection with this document, does not include an Construction Licence (incorporating any increasing adjustments or decreasing adjustments relating to that supply) varies from the additional amount on account of GST. (cit received from the Recipient under clause 10(b) To the extent that any supply made under or in connection with this document is a taxable that supply, the consideration payable Supplier will provide a refund or credit to, or will be entitled to be provided for receive from, the Recipient (as appropriate) the amount of this variation. Where an adjustment event occurs in relation to a supply and except where the Recipient is required to issue the adjustment note: (i) the Supplier will issue an adjustment note to the Recipient in connection with that supply but for the application within 14 days after becoming aware of this clause 24.2 that adjustment event occurring; and (GST Exclusive Amountii) must be increased by an no additional amount equal to will be payable by the GST that Recipient unless and until an adjustment note is received by the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive AmountRecipient. (d) The GST Amount must be paid by the recipient (Revenue net of the taxable supply GST): Any reference in this Construction Licence to price, value, sales, revenue, profit or a similar amount (Revenue), is a reference to the supplier without set-offGST exclusive component of that Revenue, deduction or requirement for demand, at the same time as the GST Exclusive Amount is required to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where the GST contrary intention is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyexpressed. (e) If (Cost net of GST): Any reference in this Construction Licence to cost, expense, liability or other similar amount (Cost) of a payment party, including in the context of an entitlement to recovery, reimbursement or compensation for any Costs of a party under this document party, is a reimbursement or indemnification, calculated by reference to a Loss incurred by that party, then the payment will be Cost reduced by the amount of any input tax credit Input Tax Credits to which that the party is entitled for that Loss. That party in respect of such Cost, unless the contrary intention is assumed to be entitled to a full input tax credit unless it proves, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedexpressed. (f) If (GST Groups): For the purposes of this Construction Licence, a reference to GST payable on a taxable supply made by a party includes any corresponding GST payable by the representative member of any GST group of which that party is a member and a reference to an Input Tax Credit entitlement of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that includes any corresponding Input Tax Credit entitlement of the representative member of the any GST group must pay and input tax credits to of which the representative member that party is entitleda member. (g) If (Definitions): In this clause 10, unless otherwise defined in this Construction Licence, terms used have the meanings given to them in the GST Law should change such that Law. (h) (Non-monetary consideration): Where two parties in accordance with this Construction Licence exchange non-monetary consideration: (i) notwithstanding clause 10(b), the Service Provider is unable additional amount payable on any taxable supply by the Recipient to claim input tax credits the Supplier shall be limited to an amount calculated as the monetary consideration provided by the Recipient for acquisitions the taxable supply being made by the Service Provider in Supplier multiplied by the course of making supplies under this document applicable GST rate; and (that is, acquisitions that were creditable acquisitions at ii) the date of this document), then parties agree to value the non-monetary consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costson an equal and GST-inclusive basis and swap tax invoices accordingly.

GST. (a) Words or expressions used in a In this clause 24.2 that are 5.7, a word or expression defined in the A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ (Cth) has the meaning given to it in that Act. b For the purposes of this Agreement, where the expression GST Law have inclusive is used in relation to an amount payable or other consideration to be provided for a supply under this Agreement, the same meaning in this clause 24.2. (b) amount or consideration will not be increased on account of any GST payable on that supply. c Any consideration to be paid or provided under or in connection with this document, for a supply made or to be made under or in connection with this documentAgreement, unless specifically described in this agreement as GST inclusive, does not include an amount on account of GST. . d Despite any other provision in this agreement, if a party (c“Supply Maker”) To the extent that any makes a supply made under or in connection with this document Agreement on which GST is imposed (not being a taxable supply, supply the consideration for which is specifically described in this Agreement as GST inclusive): (i) the consideration payable or to be provided for that supply under this Agreement but for the application of this clause 24.2 (“GST Exclusive Amountexclusive consideration”) is increased by, and the recipient of the supply (“Recipient”) must be increased by also pay to the Supply Maker, an additional amount equal to the GST payable by the Supply Maker on that supply; and (ii) the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting amount by which the GST Amount, the GST Exclusive Amount. (d) The GST Amount exclusive consideration is increased must be paid to the Supply Maker by the recipient of the taxable supply to the supplier Recipient without set-set off, deduction or requirement for demand, at the same time as the GST Exclusive Amount exclusive consideration is required payable or to be paid or provided under this document, except the recipient need not pay unless the recipient has received a tax invoice (or an adjustment note) prior to any payment for that taxable supplyprovided. Where the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supply. (e) e If a payment to a party under this document Agreement is a reimbursement or indemnification, calculated by reference to a Loss loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it provesloss, before the date on which the payment must be made, that its entitlement is otherwise and, if a taxable supply, must be increased by the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed cost or indemnified. (f) If a party is a member of a GST group, references to GST that the party must pay, and to input tax credits to which the party is entitled, include GST that the representative member of the GST group must pay and input tax credits to which the representative member is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration payable under this document will be adjusted to enable the Service Provider to recover its resulting net increased costs.expense.‌

GST. (a) Words or expressions In this clause 6.6: (i) a term which has a defined meaning in the GST Act has the same meaning when used in this clause 24.2 that are defined in clause; and (ii) each periodic or progressive component of a supply to which section 156-5(1) of the GST Law have the same meaning in this clause 24.2Act applies will be treated as though it is a separate supply. (b) Any consideration to be paid or provided under or All fees and charges in connection with this document, for a supply made or to be made under or in connection with this document, does not include an amount on account Agreement unless otherwise stated are expressed exclusive of GST. (c) To the extent that If GST is liable to be remitted by Viterra in respect of any taxable supply made to the Client under this Agreement, the Client must pay any such GST in addition to any other amounts payable, or any other consideration to be provided, under or in connection with this document is a taxable supply, the consideration payable or to be provided for that supply but for the application of this clause 24.2 Agreement (GST Exclusive Additional Amount) must be increased by an additional amount equal to the GST that the supplier is or becomes liable to pay in respect of that taxable supply (GST Amount), so that the supplier retains, after deducting the GST Amount, the GST Exclusive Amount. (d) The GST Amount must be paid by the recipient of the taxable supply to the supplier without set-off, deduction or requirement for demand, at the same time as the GST Exclusive Amount consideration, or the first part of the consideration, as the case may be, for the taxable supply is required to be paid or provided under this document, except provided. (d) Viterra will provide the recipient need not pay unless the recipient has received Client with a tax invoice (or an adjustment note) prior to any payment for that taxable supply. Where complies with the GST is not referable to an actual payment then it will be payable within ten (10) Business Days of a tax invoice being issued by the party making the supplyLegislation. (e) If a payment an adjustment event occurs in relation to a party under taxable supply referred to in this document is a reimbursement or indemnificationclause 6.6, calculated by reference to a Loss incurred by that party, then and the payment will be reduced by Additional Amount differs from the amount of any input tax credit GST for which Viterra is liable to which that party is entitled for that Loss. That party is assumed to be entitled to a full input tax credit unless it proves, before remit: (i) the date on which the payment Additional Amount must be made, adjusted to reflect the adjustment event; (ii) Viterra or the Client (as the case may be) must make any payments necessary to reflect the adjustment; and (iii) Viterra will issue an adjustment note that its entitlement is otherwise and, if a taxable supply, must be increased by complies with the GST payable in relation to the supply, and a tax invoice must be provided by the party being reimbursed or indemnifiedLegislation. (f) If a party Where the Client is a member required to indemnify Viterra, or is required to pay or reimburse the costs of a GST groupViterra, references the Client agrees to GST that pay the party must pay, and to relevant amount less any input tax credits to which the party is entitled, include GST that Viterra (or to which the representative member of the GST group must pay and input tax credits to of which the representative member ▇▇▇▇▇▇▇ is a member) is entitled. (g) If the GST Law should change such that the Service Provider is unable to claim input tax credits for acquisitions made by the Service Provider in the course of making supplies under this document (that is, acquisitions that were creditable acquisitions at the date of this document), then the consideration an amount payable under this document will agreement is to be adjusted calculated by reference to: (i) the price to enable be received for a taxable supply then, for the Service Provider purposes of that calculation, the price is reduced to recover its resulting net increased coststhe extent that it includes any amount on account of GST; and (ii) the price to be paid or provided for an acquisition then, for the purposes of that calculation, the price is reduced to the extent that an input tax credit is available for the acquisition.