Hertz Global Holdings (HTZ)

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14.7                         VAT

(a)                                  Except where otherwise expressly provided, and without duplication, all amounts set out in, or expressed to be payable under, a Finance Document by any person to a Finance Party which (in whole or in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply, and accordingly, if VAT is chargeable on any supply made by any Finance Party to any person under a Finance Document, that person shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such person).

(b)                                 If VAT is chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any person (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such person shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT.  The Recipient shall promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant Tax authority which it reasonably determines relates to the VAT chargeable on that supply.

(c)                                  If any party is required under any Finance Document to reimburse costs and expenses incurred by any other party, such reimbursement shall, to the extent that it relates to any amount in respect of VAT incurred by such other party, be made only in respect of the portion of such amount that is not recoverable by way of set-off against or repayment by the relevant Governmental Authority to which such VAT has been paid.

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