Common use of Value Added Tax Clause in Contracts

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority). (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) 13.6.1 All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) belowClause 13.6.2, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan DocumentFinance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the Lender that 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 such VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such partythat Party as soon as reasonably practicable). (ii) 13.6.2 If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Aa) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection (ii)(AClause 13.6.2(a) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bb) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any a credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) 13.6.3 Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost costs or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority). (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) 13.6.4 In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any such supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to provision by such Lender shall promptly provide an appropriate of a valid VAT invoice to such partyinvoice). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “Dutch VAT Recipient”) under a Loan Document, and any party other than the Dutch VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the Dutch VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) ), the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The ; the Dutch VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the Dutch VAT Recipient receives from the relevant Tax tax authority which the Dutch VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Dutch VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the Dutch VAT Recipient, pay to the Dutch VAT Recipient an amount equal to the VAT chargeable on that supply. The Dutch VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the Dutch VAT Recipient receives from the relevant Tax tax authority which the Dutch VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense incurred in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority), provided that any VAT which is subsequently received by the party being reimbursed (by way of credit or repayment) in excess of the amount assumed to be reasonable for the purpose of this clause shall be repayable to the reimbursing party on demand. (iv) Any reference in this Section 5.8.4 5.8.7 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994)time. (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply. (vi) Except as otherwise expressly provided in Section 5.8.7, a reference to “determines” or “determined” in connection with tax provisions contained in Section 5.8.7 means a determination made in the absolute discretion of the person making the determination, acting reasonably and in good faith.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be 18.1 The sums payable by any party to any Lender which (in whole under this Agreement and all other supplies made under or in part) constitute connection with this Agreement are exclusive of VAT and: 18.1.1 If any such sums or supply gives rise automatically to a charge to VAT or 18.1.2 If any such sum or supply gives rise to a charge to VAT at the consideration for election of a supply or supplies for Party and that Party so elects then in any such case VAT purposes shall be deemed to be exclusive paid in addition thereto 18.2 Any VAT correctly chargeable in respect of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay either Party to the Lender (in addition other pursuant to and at the same time as paying any terms of this Agreement shall be paid forthwith by the Party receiving the supply to the Party making the supply upon receipt of a valid VAT invoice issued by the Party making the supply to the Party receiving that supply 18.3 Subject to the prior agreement of the Parties neither Party shall issue a VAT invoice such that a tax point for VAT purposes is created to a date earlier than would be the case had such VAT invoice not been issued 18.4 In the event that either Party shall have issued a VAT invoice to the other consideration for such supply) an amount equal a supply made pursuant to the terms of this Agreement but the amount of VAT charged thereby proves to be inadequate the Party that issued such VAT (and such Lender invoice shall promptly provide an appropriate issue a further VAT invoice in relation to the balance of VAT 18.5 In the event that either Party shall have issued a VAT invoice to such party). (ii) If VAT is or becomes chargeable on any the other for a supply made by any Lender (the “VAT Supplier”) pursuant to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an this Agreement but the amount equal to of VAT charged thereby is excessive (or no VAT should have been charged) the consideration for Party that supply issued such VAT invoice shall issue a VAT credit note in relation to the VAT Supplier so overcharged 18.6 Both the Council and the Ministers shall (rather than being required if they have not done so already) forthwith elect to reimburse or indemnify waive the exemption to charge VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority). (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supplythe Council’s Land the Ministers Land and any Additional Land and Interests which become vested in either of them from time to time. 18.7 Both the Council and the Ministers agree that neither will whether by omission or otherwise take any step which may affect or prejudice the other’s ability to recover VAT incurred on Development Expenditure pursuant to this Agreement

Value Added Tax. (i) All amounts set out or expressed in payable under a Loan Document to be payable by any party Loan Party to any Lender which (in whole Lender, the L/C Issuer or in part) constitute the consideration for a supply or supplies for VAT purposes Administrative Agent shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if value added tax. If VAT is or becomes chargeable on any supply made by any Lender Lender, the L/C Issuer or the Administrative Agent to any party under Loan Party in connection with a Loan Document, that party shall Loan Party shall, subject to Section 3.01(g)(iii) below, pay to such Lender, the Lender L/C Issuer or the Administrative Agent (in addition to and at the same time as paying any other consideration the amount for such supply) an amount equal to the amount of such the VAT (and such Lender Lender, the L/C Issuer or the Administrative Agent shall promptly provide an appropriate VAT invoice to such partyperson). (ii) Where a Loan Document requires any Loan Party to reimburse any Lender, the L/C Issuer or the Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify such Lender, the L/C Issuer or the Administrative Agent against all VAT incurred by it in respect of such costs and expenses to the extent that such Lender, the L/C Issuer or the Administrative Agent reasonably determines that it is not entitled to credit or repayment in respect of the VAT. The limitations set out in Section 10.08 shall apply mutatis mutandis for any obligation of a Loan Party incorporated under the laws of the Federal Republic of Germany to reimburse or indemnify a Lender, the L/C Issuer or the Administrative Agent. (iii) If VAT is or becomes chargeable on any supply made by any Lender Lender, the L/C Issuer or the Administrative Agent (the “VAT Supplier”) to any other Lender Lender, the L/C Issuer or the Administrative Agent (the “VAT Recipient”) under a Loan Document, and any party person other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the , such person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of VATsuch VAT on production of a VAT invoice. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority)VAT. (iv) Any reference in this Section 5.8.4 3.01(g) to any party person shall, at any time when such party person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom U.K. Value Added Tax Act 1994▇▇▇ ▇▇▇▇ or such similar concept as may be provided under similar legislation). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) 12.7.1 All amounts set out or expressed in a Loan Finance Document to be payable by any party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause (ii) 12.7.3 below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under a Loan Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall must pay to the Lender 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 such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such that party). (ii) 12.7.2 If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party to a Finance Document other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Aa) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Aa) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bb) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) 12.7.3 Where a Loan Finance Document requires any party to it to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant Tax tax authority). (iv) 12.7.4 Any reference in this Section 5.8.4 clause 12.7 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) 12.7.5 In relation to any supply made by a Lender Finance Party to any party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) ), the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT ; the Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense incurred in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 5.8.2(d) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Dutch Value Added Tax Act 1994Code). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) 10.1 All amounts set out or expressed in a Loan Document to be sums payable by any one party to any Lender which another party pursuant to this Agreement are exclusive of VAT. 10.2 If one party (in whole or in partthe “Supplier”) constitute the consideration for makes a supply or supplies to another party (the “Recipient”) for VAT purposes pursuant to this Agreement: 10.2.1 the Recipient shall be deemed pay to be exclusive the Supplier (in addition to any other consideration for that supply) a sum equal to the amount of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any that supply made by any Lender for which the Supplier has the liability to any party under a Loan Document, that party account to HMRC; and 10.2.2 the Recipient shall pay that sum on the later of: (a) the date which is three Business Days before the last day (as notified to the Lender Recipient in writing) on which the Supplier can account to HMRC for that VAT without incurring any interest or penalties; and (b) receipt by the Recipient of a valid VAT invoice in addition respect of that supply. 10.3 If: 10.3.1 a party has paid any amount in respect of VAT pursuant to clause 10.2 on the basis that the relevant transaction gave rise to a positive rated supply for VAT purposes, and at it subsequently transpires that the same time as paying transaction did not give rise to a positive rated supply; or 10.3.2 a party has paid any other consideration amount in respect of VAT pursuant to clause 10.2, and it subsequently transpires that such amount was in excess of the amount of VAT actually chargeable on the relevant supply for such supplywhich the party to whom that amount in respect of VAT was paid has the liability to account to HMRC, the party (the “Payee”) to whom that amount in respect of VAT was paid shall repay to the payer an amount equal to the difference between such amount in respect of VAT and the amount of VAT actually chargeable in respect of the relevant transaction or on the relevant supply, such VAT (and such Lender shall promptly provide an appropriate VAT invoice repayment to such party)be made within three Business Days after the Payee first becomes aware of the relevant error. 10.4 If one party (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant PartyParty A”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required this Agreement to reimburse or indemnify the VAT Recipient in respect of that consideration), another party (A“Party B”) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement or indemnity (as the case may be) Party A shall be reimburse Party B for the full amount of such cost or expense, including such any part thereof as of it which represents VAT, except where this Agreement provides otherwise save to the extent that such Lender reasonably determines that it Party B is entitled to credit or repayment in respect of such that VAT from the relevant Tax authority)HMRC. (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is 10.5 The parties believe that the sale of the Business and the Assets will be treated by HMRC as a member of a group TOGC and they shall use their reasonable endeavours to procure that such sale is so treated. 10.6 The Seller warrants to the Buyer that it is registered for VAT purposes, include (where appropriate and unless purposes under the context otherwise requires) a reference VAT Act. 10.7 The Buyer warrants to the representative member Seller that it is duly registered for VAT purposes under the VAT Act and: 10.7.1 it intends to continue the business of such group the Seller at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements or in relation to the Business and the Assets as a going concern; 10.7.2 it is not buying the Business and the Assets as a nominee of any other person; and 10.7.3 acknowledges that, if it is in breach of any such supplywarranties, VAT may be payable in accordance with clause 10.2.

Value Added Tax. (i) All amounts set out or expressed in to be payable under a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A1) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must shall also pay to the VAT Supplier (at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection clause (ii)(Aii)(1) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 3.10(g) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated as making the supply, or (as appropriate) receiving the supply under the grouping rules (as set out in Article 11 of Council Directive 2006/112/EC, as amended (or as implemented by a member state of such group at such time (the term “representative member” to have European Union) or any other similar provision in any jurisdiction which is not a member state of the same meaning as in the United Kingdom Value Added Tax Act 1994European Union). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender▇▇▇▇▇▇, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender▇▇▇▇▇▇’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan DocumentDocument and such Lender is required to account to the relevant tax authority for the VAT, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where , the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Subject Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to in respect of the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 2.22(h) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation Except as otherwise expressly provided in Section 2.22(h), a reference to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested “determines” or “determined” in connection with such Lender’s VAT reporting requirements tax provisions contained in relation to such supplySection 1.2(h) means a determination made in the absolute discretion of the person making the determination.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender or the Administrative Agent (the “VAT Supplier”) to any other Lender or the Administrative Agent (the “VAT Recipient”) under a Loan Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection (ii)(ASection 2.16(k)(ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 2.16(k) to any party shall, at any time when such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at such time or the relevant representative member (or head) of such group or unity (or fiscal unity) at such time (as the case may be) (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994▇▇▇ ▇▇▇▇ or the corresponding meaning outside the United Kingdom). (v) In relation to any supply made by a Lender or the Administrative Agent to any party under a any Loan Document, if reasonably requested by such LenderLender or Administrative Agent, that party must as shall promptly as reasonably practicable provide such Lender or Administrative Agent with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s or Administrative Agent’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Credit Document to be payable by any party a Foreign Borrower to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause subparagraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan DocumentCredit Document and such Foreign Borrower is required to account to the relevant tax authority for the VAT, that party such Foreign Borrower shall pay to the relevant Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and provided that such Lender shall promptly provide has provided an appropriate VAT invoice to such partyForeign Borrower). (iib) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Credit Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Credit Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), , (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) , the VAT Relevant Subject Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Credit Document requires any party a Lender or Foreign Borrower to reimburse or indemnify a Lender for any cost or expense in connection with expense, such Loan Document, the reimbursement party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 15 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out out, or expressed in a Loan Document to be payable under a Credit Document by any party Party to any a Lender, Issuing Lender or Agent which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender, Issuing Lender or Agent to any party Party under a Loan Credit Document, that party Party shall pay to the Lender, Issuing Lender or Agent (in addition to and at the same time as paying any other the consideration for such supply) an amount equal to the amount of such the VAT (and such Lender, Issuing Lender or Agent shall promptly provide an appropriate VAT invoice to such partyParty). (ii) If VAT is or becomes chargeable on any supply made by any Lender, Issuing Lender or Agent (the “VAT Supplier”) to any other Lender, Issuing Lender or Agent (the “VAT RecipientReceiver”) under a Loan Credit Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Credit Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient Receiver in respect of that consideration),): (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection paragraph (ii)(AA) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient it reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Credit Document requires any party Party to reimburse a Lender, Issuing Lender or Agent for any costs or expenses, that Party shall also at the same time reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be the Lender, Issuing Lender or Agent for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such the Lender, Issuing Lender or Agent reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (iv) Any reference in this Section 5.8.4 5.05(f) to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender, Issuing Lender or Agent to any party Party under a Loan Credit Document, if reasonably requested by such Lender, Issuing Lender or Agent, that party Party must as promptly as reasonably practicable provide such Lender, Issuing Lender or Agent with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such Lender, Issuing Lender or Agent’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable under any Loan Document by any party Party to any a Lender which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender to any party Party under a Loan DocumentDocument and such Lender is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the such Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such Lender shall must promptly provide an appropriate VAT invoice to such partythat Party). (iib) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT SupplierPayee”) to any other Lender (the “VAT RecipientPayor”) under a Loan Document, and any party Party other than the VAT Recipient Payor (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier Payee (rather than being required to reimburse or indemnify the VAT Recipient Payor in respect of that consideration),): (Ai) (where the VAT Supplier Payee is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier Payee (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient Payor must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient Payor receives from the relevant Tax tax authority which the VAT Recipient Payor reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient Payor is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT RecipientPayor, pay to the VAT Recipient Payor an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Payor reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Document requires any party Party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) In relation to any supply made by a Lender to any Party under a Loan Document, if reasonably requested by such Lender, that Party must promptly provide such Lender with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply. (e) Any reference in this Section 5.8.4 section 11 (Value Added Tax) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of such group at such time the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) (including, for the term “representative member” to have the same meaning as avoidance of doubt, in accordance with section 43 of the United Kingdom Value Added Tax Act 1994) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 5.8.9 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply. Except as otherwise expressly provided in this Section 5.8.9, a reference to “determines” or “determined” in connection with tax provisions contained in Section 5.8.9 means a determination made in the absolute discretion of the person making the determination, acting reasonably.

Value Added Tax. (ia) All amounts set out or (including costs and expenses) expressed in a Loan Document to be payable under a Credit Document by any party Credit Party to any Lender a Lender, Issuing Bank or Agent which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if that supply. If VAT is or becomes chargeable on any supply made by any Lender Lender, Issuing Bank or Agent to any party Credit Party under a Loan DocumentCredit Document and such Lender, Issuing Bank or Agent is required to account to the relevant tax authority for the VAT, that party shall Credit Party must pay to such Lender, Issuing Bank or Agent, as the Lender case may be, (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such Lender shall promptly provide an appropriate upon receipt by the Credit Party of a valid VAT invoice to such party)invoice. (iib) If VAT is or becomes chargeable on any supply made by any Lender Lender, Issuing Bank or Agent (the “VAT Supplier”) to any other Lender Lender, Issuing Bank or Agent (the “VAT Recipient”) under a Loan Credit Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Credit Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person Person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person Person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Credit Document requires any party to reimburse or indemnify a Lender Lender, Issuing Bank or Agent for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender, Issuing Bank or Agent for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Lender, Issuing Bank or Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 11.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 19941994 of the United Kingdom). (ve) In relation to any supply made by a Lender Lender, Issuing Bank or Agent to any party under a Loan Credit Document, if reasonably requested by such Lender, Issuing Bank or Agent, that party must as promptly as reasonably practicable provide such Lender the relevant Lender, Issuing Bank or Agent with details of that party’s VAT registration and such other information as is reasonably requested in connection with such the relevant Lender, Issuing Bank or Agent’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT value added tax (“VAT”) purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant , such Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the in respect of such VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 2.19A(g) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or consideration expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes Finance Party shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject no Party shall exercise any potential option for waiving a VAT exemption. Subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under Party in connection with a Loan Finance Document, that party Party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT, unless the VAT (charge is caused by the Finance Party’s option to waive a VAT exemption, and such Lender shall promptly provide in either case concurrently against the issue of an appropriate VAT invoice to such party)invoice. (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under in connection with a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), , (Ai) (where if the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) , the VAT Relevant Subject Party must also pay to the Supplier and, (ii) if the Recipient is required to account for the VAT Supplier the Subject Party must pay to the Recipient, (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Where paragraph (i) applies, the Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to in respect of the VAT chargeable on that supply. The VAT Recipient must Where paragraph (where this subsection (ii)(Bii) applies) promptly , the Subject Party must only pay to the VAT Relevant Party Recipient an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save VAT to the extent that such Lender the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (ivd) Any reference in this Section 5.8.4 Clause 16.6 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994▇▇▇ ▇▇▇▇ or in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). (ve) In relation to If VAT is chargeable on any supply made by a Lender Finance Party to any party Party under a Loan Document, Finance Document and if reasonably requested by such Lenderthe Finance Party, that party Party must as promptly as reasonably practicable provide such Lender with give the Finance Party details of that party’s its VAT registration number and such any other information as is reasonably requested in connection with such Lenderthe Finance Party’s VAT reporting requirements in relation to for the supply and at such supplytime that the Finance Party may reasonably request it.

Value Added Tax. (i) i. All amounts set out or expressed in a Loan Credit Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) ii below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Credit Document, and the Lender or an Agent is required to account to the relevant authority for the VAT that party shall pay to that Agent or the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such the Agent or the Lender concerned shall promptly provide an appropriate VAT invoice to such party). (ii) . If VAT is or becomes chargeable on any supply made by any Agent or a Lender (the “VAT Supplier”) to any Agent or any other Lender (the “VAT Recipient”) under a Loan Credit Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Credit Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant , such Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the in respect of such VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) ii. Where a Loan Credit Document requires any party to reimburse or indemnify an Agent or a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be that Agent or such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Agent or such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) iii. Any reference in this Section 5.8.4 14.4(c)(ii)(F) to any party shall, at any time when such party is treated as a member of a group (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group or unity of which that party is a member for VAT purposes at such the relevant time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994▇▇▇ ▇▇▇▇ or any other similar concept in any other jurisdiction). (v) In relation iv. Except as otherwise expressly provided in Section 14.4(c)(ii)(F), a reference to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested “determines” or “determined” in connection with such Lender’s VAT reporting requirements tax provisions contained in relation to such supplySection 1.2(h) means a determination made in the absolute discretion of the person making the determination.

Value Added Tax. (i) 6.1 All amounts set out under this Agreement are expressed as exclusive of Value Added Tax where Value Added Tax is applicable. 6.2 The Transferor and the Transferee shall use all reasonable endeavours to secure that the transfer of the Transferring Assets and Liabilities is treated for Value Added Tax purposes as the transfer of a business as a going concern (“TOGC”) and accordingly as neither a supply of goods nor a supply of services for the purposes of Value Added Tax. 6.3 If HM Revenue & Customs direct that the transfer of the Transferring Assets and Liabilities cannot be treated as a TOGC, the Transferor shall provide the Transferee with a copy of such direction within five days of receipt thereof by the Transferor. 6.4 The Transferee shall thereafter pay upon the receipt of a valid tax invoice the amount of any Value Added Tax which as a result of that direction may be chargeable on the transfer of the Transferring Assets and Liabilities. If the aforementioned direction was issued as a result of any action or expressed inaction of the Transferee then the Transferee shall in a Loan Document addition to the Value Added Tax indemnify the Transferor for any penalties and interest that may be incurred upon receipt of such evidence from HM Revenue & Customs. 6.5 If the Transferee considers the direction issued by HM Revenue & Customs referred to in clause 6.3 to be payable by any party incorrect then, without prejudice to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed Transferee's obligation under clause 6.4 to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to Transferor the amount of any Value Added Tax which as a result such VAT (direction may be chargeable on the transfer of the Transferring Assets and Liabilities, the Transferee may, within 30 days of receipt of such Lender shall promptly provide direction by the Transferor, give notice to the Transferor that it requires the Transferor to appeal such direction. Upon requesting such an appropriate VAT invoice appeal the Transferee agrees to indemnify the Transferor for all reasonable costs that the Transferor may incur in taking such party)action upon receipt of evidence of those costs. If such an appeal is successful the Transferor agrees to reimburse the Transferee for such reasonable costs and penalties and interest to the extent that those costs have been reimbursed by HM Revenue & Customs. (ii) 6.6 If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required amount paid by the terms of any Loan Document to pay an amount equal Transferee to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient Transferor in respect of Value Added Tax pursuant to this Agreement is subsequently found to have been paid in error the Transferor shall issue a valid tax credit note for the appropriate sum to the Transferee and promptly repay such amount to the Transferee. 6.7 If any amount is payable by the Transferor to the Transferee in respect of the transfer of the Relevant Franchise Assets, Relevant Contract Liabilities, Relevant Debits and Credits and Relevant Employee Liabilities pursuant to this Agreement, clauses 6.3 to 6.6 inclusive shall apply mutatis mutandis to such payment substituting Transferor for Transferee and vice versa. 6.8 The Transferor shall on the Transfer Date deliver to the Transferee such of those records referred to in Section 49 of the Value Added Tax Act 1994 as relate exclusively to the Business on condition that consideration),the Transferee undertakes to preserve those records in such manner and for such periods as may be required by law. 6.9 Subject to HM Revenue & Customs so permitting, all of the records referred to in Section 49 of the Value Added Tax ▇▇▇ ▇▇▇▇ relating to the Business (being the purchase records) shall be retained by the Transferor and the Transferor shall undertake to the Transferee to: (Aa) (where the VAT Supplier is the person preserve those records in such manner and for such periods as may be required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supplyby law; and (Bb) (where give the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand Transferee as from the VAT Recipient, pay Transfer Date reasonable access during normal business hours to the VAT Recipient an amount equal such records and to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount take copies of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority)records. (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in to be payable under a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to such Lender shall promptly provide an appropriate issuing a valid VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A1) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must shall also pay to the VAT Supplier (at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection clause (ii)(Aii)(1) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 3.08(h) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender▇▇▇▇▇▇, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender▇▇▇▇▇▇’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in payable under a Loan Document to be payable by any party Loan Party to any Lender which (in whole Lender, the L/C Issuer or in part) constitute the consideration for a supply or supplies for VAT purposes Administrative Agent shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if value added tax. If VAT is or becomes chargeable on any supply made by any Lender Lender, the L/C Issuer or the Administrative Agent to any party under Loan Party in connection with a Loan Document, that party shall Loan Party shall, subject to Section 3.01(g)(iii) below, pay to such Lender, the Lender L/C Issuer or the Administrative Agent (in addition to and at the same time as paying any other consideration the amount for such supply) an amount equal to the amount of such the VAT (and such Lender Lender, the L/C Issuer or the Administrative Agent shall promptly provide an appropriate VAT invoice to such partyperson). (ii) Where a Loan Document requires any Loan Party to reimburse any Lender, the L/C Issuer or the Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify such Lender, the L/C Issuer or the Administrative Agent against all VAT incurred by it in respect of such costs and expenses to the extent that such Lender, the L/C Issuer or the Administrative Agent reasonably determines that it is not entitled to credit or repayment in respect of the VAT. The limitations set out in Section 10.08 shall apply mutatis mutandis for any obligation of a Loan Party incorporated under the laws of the Federal Republic of Germany to reimburse or indemnify a Lender, the L/C Issuer or the Administrative Agent. (iii) If VAT is or becomes chargeable on any supply made by any Lender Lender, the L/C Issuer or the Administrative Agent (the “VAT Supplier”) to any other Lender Lender, the L/C Issuer or the Administrative Agent (the “VAT Recipient”) under a Loan Document, and any party person other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the , such person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of VATsuch VAT on production of a VAT invoice. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority)VAT. (iv) Any reference in this Section 5.8.4 3.01(g) to any party person shall, at any time when such party person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom U.K. Value Added Tax Act 1994A▇▇ ▇▇▇▇ or such similar concept as may be provided under similar legislation). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in to be payable under a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A1) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must shall also pay to the VAT Supplier (at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection clause (ii)(Aii)(1) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 3.08(h) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out out, or expressed in a Loan Document to be payable pursuant to this Agreement or any other Transaction Document by any party to any Lender this Agreement to a Facility Indemnified Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause (iic) below, if VAT is or becomes chargeable on any supply made by any Lender Facility Indemnified Party to any party under a Loan Documentto this Agreement pursuant to this Agreement, that party to this Agreement shall pay to the Lender Facility Indemnified Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT (and such Lender Facility Indemnified Party shall promptly provide an appropriate VAT invoice to such party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Facility Indemnified Party (the “VAT Supplier”) to any other Lender Facility Indemnified Party (the “VAT Recipient”) under a Loan pursuant to this Agreement or any other Transaction Document, and any party other than the VAT Recipient to this Agreement (the “VAT Relevant Party”) is required by pursuant to the terms of any Loan Document this Agreement to pay an amount equal to the consideration for that value of such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where , the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority Taxation Authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient it reasonably determines relates to the VAT chargeable on that supply. (iiic) Where a Loan Document requires any party to this Agreement is required pursuant to this Agreement or any other Transaction Document to reimburse or indemnify a Lender Facility Indemnified Party for any cost costs or expense expenses, that party to this Agreement or such other Transaction Document shall also at the same time pay and indemnify the Facility Indemnified Party against all VAT incurred by the Facility Indemnified Party in connection with such Loan Document, respect of the reimbursement costs or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save expenses to the extent that such Lender the Facility Indemnified Party reasonably determines that neither it nor any member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant Taxation Authority in respect of such VAT from the relevant Tax authority)VAT. (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or consideration expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes Finance Party shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject VAT. Subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under Party in connection with a Loan Finance Document, that party Party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such VAT the VAT, (and such Lender the Finance Party shall promptly provide an appropriate VAT invoice to invoice), or, where applicable, directly account for such partyVAT at the appropriate rate under the reverse charge procedure provided for by Article 196 of Council Directive 2006/112/EC, as amended (as implemented by the relevant member state of the European Union). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under in connection with a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), , (Ai) (where if the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) , the VAT Relevant Subject Party must also pay to the Supplier and, (ii) if the Recipient is required to account for the VAT Supplier the Subject Party must pay to the Recipient, (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Where paragraph (i) applies, the Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to in respect of the VAT chargeable on that supply. The VAT Recipient must Where paragraph (where this subsection (ii)(Bii) applies) promptly , the Subject Party must only pay to the VAT Relevant Party Recipient an amount equal to any the amount of such VAT to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost costs or expense in connection with such Loan Documentexpenses, that Party shall also at the reimbursement or indemnity (as same time pay and indemnify the case may be) shall be Finance Party for the full amount of such cost or expense, expense including such part thereof as represents VAT, save VAT to the extent that such Lender the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (ivd) Any reference in this Section 5.8.4 Clause 12.6 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated a making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of such the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at such the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994case may be). (ve) In relation to If VAT is chargeable on any supply made by a Lender Finance Party to any party Party under a Loan Document, Finance Document and if reasonably requested by such Lenderthe Finance Party, that party Party must as promptly as reasonably practicable provide such Lender with give the Finance Party details of that party’s its VAT registration number and such any other information as is reasonably requested in connection with such Lenderthe Finance Party’s VAT reporting requirements in relation to for the supply and at such supplytime that the Finance Party may reasonably request it.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan DocumentFinance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party Party shall pay to the Lender 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 such the VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such partythat Party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT "Supplier”") to any other Lender Finance Party (the “VAT "Recipient”") under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant "Subject Party”") is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must shall also pay to the VAT Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for VAT) the VAT), the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supply.VAT, (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 Clause 14.6 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in article 11 of Council Directive 2006/112/EC as amended (or as implemented by any relevant member state of the European Union) so that reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of such that group or unity at such the relevant time (as the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994case may be). (ve) In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be 4.2.1 The rents and any other sums payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be under this Lease are exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject in respect thereof. Subject to clause 4.3, where, pursuant to the terms of this Lease, a party (iifor the purposes of this clause 4, the “Supplier”) belowmakes or is deemed to make a supply to another party (for the purpose of this clause 4, if the “Recipient”) for VAT purposes and VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Documentsuch supply, that party shall pay to the Lender (Recipient shall, in addition to and at the same time as paying any other consideration payable for such supply) an amount , pay to the Supplier a sum equal to the amount of such VAT (and such Lender VAT. The Supplier shall promptly provide to the Recipient an appropriate VAT invoice in respect of such supply, together with (if applicable) evidence reasonably satisfactory to the Recipient of any relevant option to tax or real estate election which has effect under Schedule 10 to the VATA in relation to the relevant supply, including copies of such party)option to tax or real estate election and of the notification of such option or election submitted to HM Revenue & Customs in accordance with Schedule 10 to the VATA and of any acknowledgement received from HM Revenue & Customs. 4.2.2 Where, pursuant to the terms of this Lease, a party (ii) If VAT is or becomes chargeable on any supply made by any Lender (for the purposes of this clause 4, the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant PartyPayer”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to pay, repay, reimburse or indemnify the VAT Recipient in respect of that consideration), another party (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount purpose of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT)clause 4, the VAT Relevant Party must promptly“Payee”) for any cost, following demand from fee, charge, disbursement or expense (or any proportion of it) incurred by the VAT RecipientPayee, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to Payer shall also pay, repay, reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be the Payee for the full amount any part of such cost costs, fee, charge, disbursement or expense, including such part thereof as expense (or proportion of it) which represents VAT, save to the extent that such Lender the Payee reasonably determines that it is entitled to credit recover (whether by way of credit, repayment or repayment otherwise) such VAT from HM Revenue & Customs. 4.2.3 The parties recognise that the arrangements described in this Lease may include the provision and receipt of supplies of goods and/or services as non-monetary consideration on which it will be necessary to put a value for VAT accounting purposes. In such event, each party agrees they will work together in order to do that so as to be able to exchange the appropriate VAT invoices in respect of such VAT from those supplies by the time at which the relevant Tax authority)supply is payable. Where VAT invoices are exchanged but they are not for identical amounts, the amount payable in respect of VAT by each party to the other will be offset against one another and payment of the appropriate balancing amount will be made to the other party by the party issuing the lower value invoice. (iv) Any reference 4.2.4 For the purposes of this clause 4, the expressions “supply” and “VAT invoice” shall bear the same meanings as they do in the VATA. References in this Section 5.8.4 Lease to any party shallperson, at or any time when such party is treated as a member right, entitlement or obligation of a group for VAT purposesany person under the laws in relation to VAT, include shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a group for the purposes of VAT, to include a reference to the representative member member, or to the right, entitlement or obligation under such laws of such the representative member, of that group at such time (the term “representative member” to have be construed in accordance with the same meaning as relevant legislation in the United Kingdom Value Added Tax Act 1994VATA). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Finance Document to be payable by any party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under a Loan Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall must pay to the Lender 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 such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such that party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party to a Finance Document other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Aa) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party to it to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 clause 13.7 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “"representative member” " to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (ve) In relation to any supply made by a Lender Finance Party to any party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s 's VAT registration and such other information as is reasonably requested in connection with such Lender’s Finance Party's VAT reporting requirements in relation to such supply.

Value Added Tax. (i) 4.4.1 All amounts set out payable to the Supplier (or expressed in a Loan Document its assignee) under or provided for under this Agreement shall be exclusive of VAT. If any payment to be payable by any party to any Lender which the Supplier (in whole or in partits assignee) constitute under this Agreement constitutes the consideration for a taxable supply or supplies for VAT purposes purposes: (i) the Supplier shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay provide to the Lender (in addition to and at recipient of the same time as paying any other consideration for such supply) an amount equal to the amount of such supply a valid VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party).invoice; (ii) If except where the reverse charge procedure applies and except to the extent that the VAT is or becomes chargeable on any supply made by any Lender (the “collected via VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Documentwithholding, and subject to the provision of a valid VAT invoice in accordance with Clause 4.4.1(i) (Value Added Tax), in addition to that payment the person liable for making payment to the Supplier (or its assignee) shall pay (for and on behalf of itself and the relevant Additional Service Recipients) any party other than VAT; (iii) if a withholding VAT applies, then the amount of withholding VAT Recipient shall be deducted by the person liable for making payment from the payment of the charges set out on the relevant VAT invoice; and (iv) if the “VAT Relevant Party”person liable for making payment to the Supplier (or its assignee) is required by Applicable Law to deduct or withhold any VAT at source from the payment, on provision of an appropriate invoice for the gross amount including an equivalent amount for VAT, that person shall be required to pay such additional amount to the Supplier (or its assignee) as shall ensure that, after the relevant deduction or withholding has been made, the Supplier (or its assignee) receives the amount it would have received in the absence of such requirement to deduct or withhold VAT. 4.4.2 The provisions of Clause 4.4.1 (Value Added Tax) shall apply to any amounts payable to the Customer under or provided for under this Agreement, replacing references to "the Supplier" with references to "the Customer", and vice versa, and making any other necessary changes. 4.4.3 Where under the terms of any Loan Document this Agreement, one person is liable to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to indemnify or reimburse or indemnify the VAT Recipient another person in respect of that consideration), (A) (where any costs, charges or expenses, the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party payment shall include an amount equal to any credit VAT thereon not otherwise recoverable by the other person or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority). (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of any VAT group of which it forms part, subject to that person or representative member using reasonable endeavours to recover such group at such time (the term “representative member” to have the same meaning amount of VAT as in the United Kingdom Value Added Tax Act 1994)may be practicable. (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or consideration expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT. If VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under Party in connection with a Loan Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party Party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such partyParty). (iib) If VAT is or becomes chargeable on any supply made by any Lender a Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under in connection with a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),, then the following shall apply: (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) , the VAT Relevant Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), the VAT Relevant Party must shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the amount of such VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save supply but only to the extent that such Lender the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of such that VAT. (c) Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that Party shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to a credit or repayment from the relevant Tax authority)authority of the VAT. (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable under this Agreement by any party Party to any a Lender which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender to any party Party under a Loan Documentthis Agreement and such Lender is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the such Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and provided such Lender shall promptly provide provides an appropriate VAT invoice to such partythat Party). (iib) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Documentthis Agreement, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document this Agreement to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Aa) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Document this Agreement requires any party Party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (vd) In relation to any supply made by a Lender to any party Party under a Loan Documentthis Agreement, if reasonably requested by such Lender, that party Party must as promptly as reasonably practicable provide such Lender with details of that party’s Party's VAT registration and such other information as is reasonably requested in connection with such Lender’s ▇▇▇▇▇▇'s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Finance Document to be payable by any party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause (ii12.9(b) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under a Loan Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall must pay to the Lender 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 such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such that party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party to a Finance Document other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Aa) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party to it to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 clause 12.9 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (ve) In relation to any supply made by a Lender Finance Party to any party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) ), the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT ; the Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense incurred in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 5.8.7 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Dutch Value Added Tax Act 1994Code). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply. (vi) Except as otherwise expressly provided in Section 5.8.7, a reference to “determines” or “determined” in connection with tax provisions contained in Section 5.8.7 means a determination made in the absolute discretion of the person making the determination, acting reasonably.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Finance Document to be payable by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party Party shall pay to the Lender 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 such VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such partyParty). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) ), the VAT Relevant Subject Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must will (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supplyis in respect of such VAT; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 Clause 12.6 (Value added tax) to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules as provided for in Article 11 of such group at such time Council Directive 2006/112/EC (or as implemented by a Member State) or the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994)▇▇▇ ▇▇▇▇, as may be amended or substituted from time to time. (ve) In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Finance Document to be payable by any party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause (ii12.7(b) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under a Loan Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall must pay to the Lender 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 such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such that party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party to a Finance Document other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Aa) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party to it to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 clause 12.7 (Value Added Tax) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative any member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994)time. (ve) In relation to any supply made by a Lender Finance Party to any party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to sub-clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under a Loan Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Lender 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 such VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “"VAT Supplier”") to any other Lender (the “"VAT Recipient”") under a Loan Document, and any party Party other than the VAT Recipient (the “VAT "Relevant Party”") is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A1) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) , the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection paragraph (ii)(A1) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The supply but only to the extent that the VAT Recipient must (where this subsection (ii)(B) applies) promptly pay determines that it is not entitled to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably Finance Party determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority).. #523895080_v3 (iv) Any reference in this Section 5.8.4 5.11(i) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation Except as otherwise expressly provided in Section 5.11(i), a reference to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested “determines” or “determined” in connection with such Lender’s VAT reporting requirements tax provisions contained in relation to such supplySection 5.11 (i) means a determination made in the absolute discretion of the person making the determination.

Value Added Tax. (iA) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT value added tax (“VAT”) purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause subsection (iiB) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (iiB) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Finance Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant , such Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the in respect of such VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iiiC) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivD) Any reference in this Section 5.8.4 3.01(b)(iv) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Finance Document to be payable by any party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause (ii12.7(b) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under a Loan Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall must pay to the Lender 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 such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such that party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party to a Finance Document other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Aa) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party to it to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Lender Finance Party reasonably determines that it is or will be entitled to credit or repayment of in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 clause 12.7 (Value Added Tax) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative any member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994)time. (ve) In relation to any supply made by a Lender Finance Party to any party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (iif)(ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, and such party is required to account to the relevant tax authority for the VAT, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant , such Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the in respect of such VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save except to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 clause (f) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) ), the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT ; the Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense incurred in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, expense including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 5.8.6 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Belgium Value Added Tax Act 1994Code). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply. (vi) Except as otherwise expressly provided in Section 5.8.6, a reference to “determines” or “determined” in connection with tax provisions contained in Section 5.8.6 means a determination made in the absolute discretion of the person making the determination, acting reasonably.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant , such Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the in respect of such VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 1.04(h) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation Except as otherwise expressly provided in Section 1.04(h), a reference to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested “determines” or “determined” in connection with such Lender’s VAT reporting requirements tax provisions contained in relation to such supplySection 1.04(h) means a determination made in the absolute discretion of the person making the determination acting in good faith.

Value Added Tax. Notwithstanding anything contained in Section 6.11, this Section 6.12 shall apply with respect to any value added tax, ad valorem, goods and services or similar tax chargeable on the supply or deemed supply of goods or services, sales and use taxes, transaction taxes, consumption taxes and other similar taxes required by Applicable Law including any interest, penalties or other additions to tax thereon, required under Applicable Law (i“VAT”). All payments required under this Agreement are inclusive of VAT. If any VAT is required in respect of any such payment under Applicable Law, the Payor shall pay VAT at the applicable rate in respect of such payment as follows: (a) All amounts set out where the liability to collect, account for, or expressed remit such VAT is a liability of the Payee, following the receipt of a valid VAT invoice in a Loan Document the appropriate form issued by the Payee in respect of such payment, such VAT to be payable on the later of the due date of the payment to which such VAT relates and forty-five (45) days after the receipt by any party the Payor of the applicable valid invoice relating to any Lender which that VAT payment (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliesprovided, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Documenthowever, that party the Payee shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of return such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under within a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms reasonable period of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit Payee actually receives under Applicable Law a refund or repayment in respect recovery of such VAT) or (b) where the liability to collect, account for, or remit such VAT is a liability of the Payor, timely account and pay for all applicable VAT to the proper tax authority. If the liability to collect, account for, or remit such VAT is a liability of Payee, the Payor shall not be responsible for any penalties, interest, and other additions thereon resulting from the relevant Tax authority)failure by the Payee to collect (if not included on a valid VAT invoice) or remit any such VAT. (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to provision by such Lender shall promptly provide an appropriate of a valid VAT invoice to such partyinvoice). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority)) provided that (i) any VAT which is subsequently received by the party being reimbursed (by way of credit or repayment) in excess of the amount assumed to be reasonable for the purpose of this clause shall be repayable to the reimbursing party on demand and (ii) that such Lender is placed, after reimbursement or indemnification and after such payment or reimbursements of VAT, in the same positions it was in before the need to reimburse or indemnify that Lender arose. (iv) Any reference in this Section 5.8.4 5.8.8 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply. Except as otherwise expressly provided in this Section 5.8.8, a reference to “determines” or “determined” in connection with Tax provisions contained in Section 5.8.8 means a determination made in the absolute discretion of the person making the determination, acting reasonably and in good faith.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan DocumentFinance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the Lender 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 such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such partythat Party). (ii) . If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supply. (iii) VAT. Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) . Any reference in this Section 5.8.4 Clause 12.7 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” member to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) . In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s Party's VAT registration and such other information as is reasonably requested in connection with such Lender’s Finance Party's VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or consideration expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes Finance Party shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject no Party shall exercise any potential option for waiving a VAT exemption. Subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under Party in connection with a Loan Finance Document, that party Party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT, unless the VAT (charge is caused by the Finance Party’s option to waive a VAT exemption, and such Lender shall promptly provide in either case concurrently against the issue of an appropriate VAT invoice to such party)invoice. (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under in connection with a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),, (i) if the (Ai) (where applies, the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to in respect of the VAT chargeable on that supply. The VAT Recipient must Where paragraph (where this subsection (ii)(Bii) applies) promptly , the Subject Party must only pay to the VAT Relevant Party Recipient an amount equal to any the amount of such VAT to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost costs or expense in connection with such Loan Documentexpenses, that Party shall also at the reimbursement or indemnity (as same time pay and indemnify the case may be) shall be Finance Party for the full amount of such cost or expense, costs and expenses including such part thereof as represents VAT, save costs that represent VAT incurred by the Finance Party in respect of the costs or expenses to the extent that such Lender the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (ivd) Any reference in this Section 5.8.4 Clause 15.6 to any party Party shall, at any time when such party Party is treated as a member of a group including but not limited to any fiscal unities for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994▇▇▇ ▇▇▇▇ or in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). (ve) In relation to If VAT is chargeable on any supply made by a Lender Finance Party to any party Party under a Loan Document, Finance Document and if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender with give the Finance Party details of that party’s its VAT registration number and such any other information as is reasonably requested in connection with such Lenderthe Finance Party’s VAT reporting requirements in relation for the supply and at such time that the Finance Party may reasonably request it. Where a Borrower is required to make a payment under paragraph (b) above, such supplyamount shall not become due until the relevant Borrower has received a formal invoice detailing the amount to be paid. .

Value Added Tax. (i) All amounts set out or expressed in to be payable under a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A1) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must shall also pay to the VAT Supplier (at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection clause (ii)(Aii)(1) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 5.12(h) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in to be payable under a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A1) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must shall also pay to the VAT Supplier (at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection clause (ii)(Aii)(1) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 3.10(g) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated as making the supply, or (as appropriate) receiving the supply under the grouping rules (as set out in Article 11 of Council Directive 2006/112/EC, as amended (or as implemented by a member state of such group at such time (the term “representative member” to have European Union) or any other similar provision in any jurisdiction which is not a member state of the same meaning as in the United Kingdom Value Added Tax Act 1994European Union). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out out, or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplieseach supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan Document, Finance Document and such Finance Party is required to account for the VAT to the relevant Tax Authority that party Party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such partyParty). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost costs or expense expenses, that Party shall reimburse or indemnify the Finance Party in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for respect of the full amount of such cost costs or expenseexpenses, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (ivd) Any reference in this Section 5.8.4 Clause 14.7 to any party Party shall, at any time when such party Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994case may be). (ve) In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out out, or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplieseach supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan Document, Finance Document and such Finance Party is required to account for the VAT to the relevant Tax Authority that party Party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such partyParty). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT "Supplier”") to any other Lender Finance Party (the “VAT "Recipient”") under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT "Relevant Party”") is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost costs or expense expenses, that Party shall reimburse or indemnify the Finance Party in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for respect of the full amount of such cost costs or expenseexpenses, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (ivd) Any reference in this Section 5.8.4 Clause 14.7 to any party Party shall, at any time when such party Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994case may be). (ve) In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s Party's VAT registration and such other information as is reasonably requested in connection with such Lender’s Finance Party's VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan DocumentDocument and such Lender is required to account to the relevant tax authority for the VAT, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) ), the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT ; the Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense incurred in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 3.06 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to a person under the representative member of such group at such time (the term “representative member” to have the same meaning grouping rules as defined in the United Kingdom Value Added Tax Act 1994)EC Council Directive 2006/112 or any national legislation implementing that Directive. (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply. (vi) Except as otherwise expressly provided in Section 3.06, a reference to “determines” or “determined” in connection with tax provisions contained in Section 3.06 means a determination made in the absolute discretion of the person making the determination, acting reasonably.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable under any Loan Document by any party to any Lender a Recipient which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause sub-paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender a Recipient to any party under a to any Loan DocumentDocument and the Recipient is required to account to the relevant Governmental Authority for the VAT, that such party shall must pay to the Lender (Recipient, in addition to and at the same time as paying any other consideration for such supply) , an amount equal to the amount of such the VAT (and such Lender shall the Recipient must promptly provide an appropriate VAT invoice to such that party). (ii) If VAT is or becomes chargeable on any supply made by any Lender Recipient (the “VAT Supplier”) to any other Lender Recipient (the “VAT RecipientReceiving Party”) under a any Loan Document, and any party to any Loan Document other than the VAT Recipient Receiving Party (the “VAT Relevant Party”) is required by the terms of any the Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient Receiving Party in respect of that consideration),): (iii) (A) (where if the VAT Supplier is the person Person required to account to the relevant Tax authority Governmental Authority for the VAT) , then the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient Receiving Party must (where this subsection sub-paragraph (ii)(AA) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient Receiving Party receives from the relevant Tax authority Governmental Authority which the VAT Recipient such Receiving Party reasonably determines relates to the VAT chargeable on that supply; and (iv) (B) (where if the VAT Recipient Receiving Party is the person Person required to account to the relevant Tax authority Governmental Authority for the VAT), then the VAT Relevant Party must promptly, following demand from the VAT Recipientsuch Receiving Party, pay to the VAT Recipient Receiving Party an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant extent that such Receiving Party an amount equal reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on Governmental Authority in respect of that supplyVAT. (iiiv) Where a Loan Document requires any party to reimburse or indemnify a Lender Recipient for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be the Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save except to the extent that such Lender Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority)Governmental Authority. (ivvi) Any reference in this Section 5.8.4 paragraph (h) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time Party that is treated as making the supply or (as appropriate) receiving the term “representative member” to have supply under the same meaning applicable grouping rules (as provided for in the United Kingdom Value Added Tax Act 19941994 (United Kingdom) or in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the EU or any other similar provision in any jurisdiction which is not a member state of the EU)) so that a reference to a party shall be construed as a reference to such party or the relevant group or unity (or fiscal unity) of which such party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (vvii) In relation to any supply made by a Lender Recipient to any party under a Loan Document, if reasonably requested by the Recipient, such Lender, that party must as promptly as reasonably practicable provide such Lender the Recipient with details of that such party’s VAT registration and such other information as is reasonably requested in connection with such LenderRecipient’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender Party and/or any Agent (a “Finance Party”) which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (iiSection 2.17(k)(ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under a Loan DocumentDocument and that Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Lender 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 such VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT RecipientReceiving Finance Party”) under a Loan Document, and any party other than the VAT Recipient Receiving Finance Party (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient Receiving Finance Party in respect of that consideration), , (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient Receiving Finance Party must (where this subsection (ii)(ASection 2.17(k)(ii)(A) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment the VAT Recipient Receiving Finance Party receives from the relevant Tax tax authority which the VAT Recipient Receiving Finance Party reasonably determines relates to the VAT chargeable on that supply; and and (B) (where the VAT Recipient Receiving Finance Party is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must promptly, following demand from the VAT RecipientReceiving Finance Party, pay to the VAT Recipient Receiving Finance Party an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant extent that the Receiving Finance Party an amount equal reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 2.17(k) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of such group at such time (the term “representative member” European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union, including but not limited to have the same meaning as in the United Kingdom Value Added Tax Act 19941994 (U.K.)) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (v) In relation to any supply made by a Lender Finance Party to any party under a Loan Document, if reasonably requested by such LenderFinance Party, that party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) 11.6.1 All amounts set out out, or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to sub-clause (ii) 11.6.3 below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan Finance Document, that party Party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such partyParty). (ii) 11.6.2 If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT "Supplier”") to any other Lender Finance Party (the “VAT "Recipient”") under a Loan Finance Document, and any party other than the VAT Recipient Party (the “VAT "Relevant Party”") is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Aa) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient it reasonably determines relates to the VAT chargeable on that supply; and (Bb) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) 11.6.3 Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost costs or expense in connection with such Loan Documentexpenses, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be the Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender the Finance Party reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of such the VAT from the relevant Tax tax authority). (iv) 11.6.4 Any reference in this Section 5.8.4 Clause 11.6 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “"representative member” " to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) 11.6.5 In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s Party's VAT registration and such other information as is reasonably requested in connection with such Lender’s Finance Party's VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant , such Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the in respect of such VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 16.2(f) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation . Except as otherwise expressly provided in Section 16.2, a reference to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested “determines” or “determined” in connection with such Lender’s VAT reporting requirements tax provisions contained in relation to such supplySection 16.2 means a determination made in the absolute discretion of the person making the determination.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be The rents and any other sums payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be under this Lease are exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject in respect thereof. (b) Subject to clause 4.2(d), where pursuant to the terms of this Lease, a party (iifor the purposes of this clause 4 the "Supplier") belowmakes or is deemed to make a supply to another party (for the purpose of this clause 4, if the "Recipient") for VAT purposes and VAT is or becomes chargeable on any supply made by any Lender such supply, the Recipient shall subject to any party under receipt of a Loan Document, that party shall pay valid VAT invoice addressed to the Lender (Recipient, in addition to and at the same time as paying any other consideration payable for such supply) an amount , pay to the Supplier a sum equal to the amount of such VAT (and such Lender VAT. The Supplier shall promptly provide to the Recipient an appropriate VAT invoice in respect of such supply together with (if applicable) evidence reasonably satisfactory to the Recipient of any relevant option to tax or real estate election which has effect under Schedule 10 to the VATA in relation to the relevant supply, including copies of such party)option to tax or real estate election and of the notification of such option or election submitted to HM Revenue & Customs in accordance with Schedule 10 to the VATA and of any acknowledgement received from HM Revenue & Customs. (iic) If VAT is or becomes chargeable on any supply made by any Lender Where, pursuant to the terms of this Lease, a party (for the “VAT Supplier”) to any other Lender (purposes of this clause 4, the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”"Payer") is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to pay, repay, reimburse or indemnify the VAT Recipient in respect of that consideration), another party (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount purpose of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT)clause 4, the VAT Relevant Party must promptly"Payee") for any cost, following demand from fee, charge, disbursement or expense (or any proportion of it) incurred by the VAT RecipientPayee, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to Payer shall also pay, repay, reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be the Payee for the full amount any part of such cost costs, fee, charge, disbursement or expense, including such part thereof as expense (or proportion of it) which represents VAT, save to the extent that such Lender the Payee reasonably determines that it is entitled to credit recover (whether by way of credit, repayment or repayment otherwise) such VAT from HM Revenue & Customs. (d) The parties recognise that the arrangements described in this Lease may include the provision and receipt of supplies of goods and/or services as non-monetary consideration on which it will be necessary to put a value for VAT accounting purposes. In such event, each party agrees they will work together in order to do that so as to be able to exchange the appropriate VAT invoices in respect of such VAT from those supplies by the time at which the relevant Tax authority)supply is payable. Where VAT invoices are exchanged but they are not for identical amounts, the amount payable in respect of VAT by each party to the other will be offset against one another and payment of the appropriate balancing amount will be made to the other party by the party issuing the lower value invoice. (ive) Any reference For the purposes of this clause 4, the expressions "supply" and "VAT invoice" shall bear the same meanings given to them in the VATA. References in this Section 5.8.4 Lease to any party shallperson, at or any time when such party is treated as a member right, entitlement or obligation of a group for VAT purposesany person under the laws relating to VAT, include shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a group for the purposes of VAT, to include a reference to the representative member member, or to the right, entitlement or obligation under such laws of such the representative member, of that group at such time (the term “"representative member” " to have be construed in accordance with the same meaning as relevant legislation in the United Kingdom Value Added Tax Act 1994VATA). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in to be payable under a Loan Document to be payable by any party to any a DIP Lender which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such that supply or suppliesand, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any DIP Lender to any party under a Loan DocumentDocument and such DIP Lender is required to account to the relevant tax authority for the VAT, that party shall must pay to the such DIP Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such DIP Lender shall must promptly provide an appropriate VAT invoice to such that party). (ii) If VAT is or becomes chargeable on any supply made by any DIP Lender or the DIP Agent (the “VAT Supplier”) to any other DIP Lender or the DIP Agent (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection (ii)(ASection 2.09(h)(ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a DIP Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such DIP Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such DIP Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority). (iv) Any reference in this Section 5.8.4 2.09(h) to any party shall, at any time when such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at such time or the relevant representative member (or head) of such group or unity (or fiscal unity) at such time (as the case may be) (the term “representative member” to have the same meaning as in the United Kingdom UK Value Added Tax Act 1994A▇▇ ▇▇▇▇ or the corresponding meaning outside the UK). (v) In relation to any supply made by a DIP Lender or the DIP Agent to any party under a any Loan Document, if reasonably requested by such LenderDIP Lender or DIP Agent, that party must as shall promptly as reasonably practicable provide such DIP Lender or DIP Agent with details of that party’s VAT registration and other such other information as is reasonably requested in connection with such DIP Lender’s or DIP Agent’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in to be payable under a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to such Lender shall promptly provide an appropriate issuing a valid VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A1) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must shall also pay to the VAT Supplier (at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection clause (ii)(Aii)(1) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 3.08(h) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in to be payable under a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to such Lender shall promptly provide an appropriate issuing a valid VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), ): (A1) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must shall also pay to the VAT Supplier (at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection clause (ii)(Aii)(1) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and and (B2) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save 92 to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 3.08(h) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender▇▇▇▇▇▇, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender▇▇▇▇▇▇’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in to be payable under a Loan Document to be payable by any party to any this Agreement to an Arranger, a bookrunner, the Administrative Agent, the Collateral Agent, the UK Security Trustee, a Lender or an L/C Issuer (a “Finance Party”) which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause (iih)(ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party to this Agreement under a Loan DocumentDocument and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall to this Agreement must pay to the Lender 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 such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such that party). (ii) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Document, and any party to this Agreement other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection sub-paragraph (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to this Agreement to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 3.01(h) to any party shall, at any time when such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994case may be). (v) In relation to any supply made by a Lender Finance Party to any party under a Loan Document, if reasonably requested by such LenderFinance Party, that party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan DocumentFinance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the Lender 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 such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such partythat Party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 clause 15.7 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994▇▇▇ ▇▇▇▇ or in any equivalent legislation of another jurisdiction). (ve) In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.