Common use of VAT Clause in Contracts

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out, or expressed to be payable under a Finance Loan Document by any Party party to a Finance Credit Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph clause (b) below, if VAT is or becomes chargeable on any supply made by any Finance Credit Party to any Party party under a Finance Loan Document and such Finance Credit Party is required to account to the relevant tax authority for the VAT, that Party must party shall pay to such Finance the Credit Party (in addition to and at the same time as paying any other the consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Credit Party must shall promptly provide an appropriate VAT invoice to that Partysuch party). (b) If VAT is or becomes chargeable on any supply made by any Finance Credit Party (the “Supplier”) to any other Finance Credit Party (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must ), such party shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; andis in respect of such VAT. (iic) (where Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the Recipient is same time pay and indemnify the person required to account to Credit Party against all VAT incurred by the relevant tax authority for Credit Party in respect of the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only costs or expenses to the extent that the Recipient Credit Party reasonably determines that neither it nor any other member of any group of which it is not a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of that the VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 2.17B to any Party party shall, at any time when that Party 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 representative member or “parent” of such group at that such time (the term “representative member” and “parent” to have the same meaning as making in the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC (or as implemented by on the relevant member state common system of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be)value added tax. (e) In relation to any supply made by a Finance Party to any Credit Party under a Finance Document, Loan Document if reasonably requested by such Finance Credit Party, that Party the party receiving the supply must promptly provide such Finance Credit Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ai) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Loan Party under a Finance Loan Document and such Finance Secured Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Lender must promptly provide an appropriate VAT invoice to that Loan Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Secured Party (the “Specified Recipient”) under a Finance Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.03(g) to any Loan Party shall, at any time when that such Loan 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 equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (ev) In relation to any supply made by a Finance Secured Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Loan Party must promptly provide such Finance Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Secured Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bSection 8.04(m)(ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Party party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Recipient must promptly provide an appropriate a valid VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “VAT Recipient”) under a Finance Loan Document, and any Party party other than the VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (i1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the 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 sub-paragraph (i1) applies) promptly pay to the 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 (ii2) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) the 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 but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 8.04(m) to any Party party to this Agreement shall, at any time when that Party 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 (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhere) 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 any other similar provision in any jurisdiction which that Party is not a member for VAT purposes at state of the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may beEuropean Union). (ev) In relation to any supply made by a Finance Party Recipient to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Party party must promptly provide such Finance Party Recipient with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply. (vi) Neither the Administrative Agent nor any Lender shall waive any applicable VAT exemption on any service rendered to a Borrower under any Loan or Loan Document without the prior written consent of such Borrower (which consent shall not be unreasonably withheld); it being understood that this Section 8.04(m)(vi) shall not affect the right of the Administrative Agent or any Lender to compensation under Section 8.03(b) in respect of any increased costs attributable to additional VAT resulting from a Change in Law after the Effective Date (including where any applicable VAT exemption may be waived when there was no such waiver permitted under the laws of the jurisdiction in question on the Effective Date).

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed 8.11.1 Save where expressly provided to be payable the contrary, all payments made under a Finance Document by this Agreement and the other Transaction Documents are calculated without regard to VAT. If any Party to a Finance Party which (in such payment constitutes the whole or in part) constitute any part of the consideration for any supply for VAT purposes are a taxable or deemed to be exclusive of any VAT which is chargeable on that taxable supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made the amount of that payment shall be increased by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of VAT which is chargeable in respect of the VAT (and such Finance Party must promptly provide taxable supply in question against delivery of an appropriate VAT invoice provided that the Lessor shall not be liable to pay an amount in respect of VAT until such time as, and to the extent that Party). it (bor any member of its VAT group which is the representative member (or equivalent) If of such VAT is or becomes chargeable on any supply made by any Finance Party group for VAT purposes (the “SupplierRepresentative Member”)) to receives a credit for such VAT as “input tax”, as defined in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA (or the equivalent in any other Finance Party (the “Recipient”) under a Finance Document, and any Party jurisdiction other than the Recipient (United Kingdom), in which case such payment shall be made as soon as practicable after the “Relevant Party”) credit is required received. 8.11.2 If any amount in respect of VAT paid by the terms Lessor or the Representative Member pursuant to this Agreement or any of the Transaction Documents at any time shall be Irrecoverable VAT the Lessee shall forthwith on demand by the Lessor indemnify the Lessor and keep the Lessor fully indemnified at all times against such Irrecoverable VAT provided that if the Lessor determines that such Irrecoverable VAT subsequently proves to be recoverable and to the extent that no adjustment has been made in the calculation of such Irrecoverable VAT pursuant to the proviso in the definition of “Irrecoverable VAT”, the Lessor shall pay to the Lessee such amount, if any, as the Lessor shall determine will leave the Lessor in no better and no worse a position than the Lessor would have been in if no payment had been made by the Lessee to the Lessor under this clause 8.11. 8.11.3 If the Lessor makes any supply for VAT purposes pursuant to or in connection with this Agreement or any of the other Transaction Documents or any transaction or document contemplated herein or therein, the Lessee shall (save to the extent that the Lessor is entitled to be indemnified in respect of that VAT by an increased payment under clause 8.11.1 above) at such time as the Lessor certifies to the Lessee that any amount of VAT payable in respect of that supply has not been paid to the Lessor and having duly accounted for such VAT to HMRC at the correct time and having duly claimed bad debt relief in respect of that VAT the Lessor either has not or has not fully received such relief, pay on demand to the Lessor an amount equal to the aggregate of any Finance Document VAT which is payable in respect of that supply and has not been the subject of bad debt relief together with interest on an amount equal to any VAT payable in respect of the supply at LIBOR ascertained in respect of the date on which such VAT was accounted for to HMRC for the period from that date until the date of the Lessor’s certificate or the date upon which bad debt relief is received, provided that if an amount in respect of bad debt relief is subsequently recovered by the Lessor or the Representative Member which is attributable to VAT in respect of which the Lessee has made a payment under this clause 8.11.3 the Lessor shall, or shall procure that the Representative Member shall, pay an amount equal to the consideration for that supply such recovery to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only Lessee to the extent that such payment will not prejudice the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect retention of such VAT from the relevant tax authoritybad debt relief. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Party the Administrative Agent or any Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by the Administrative Agent or any Finance Party Lender to any Loan Party under a Finance Loan Document and the Administrative Agent or such Finance Party Lender is required to account to the relevant tax authority for the VAT, that Loan Party must pay to the Administrative Agent or such Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party party must promptly provide an appropriate VAT invoice to that Loan Party). (bii) If VAT is or becomes chargeable on any supply made by the Administrative Agent or any Finance Party Lender (the “Supplier”) to any other Finance Party (the “Recipient”) a Recipient under a Finance Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Party the Administrative Agent or any Lender for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) the Administrative Agent or such Finance Party Lender (as the case may be) for the full amount of such cost or expense, including such part of it thereof as represents VAT, save VAT but only to the extent that such Finance Loan Party reasonably determines that it is not entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 paragraphs (VATi) through (iii) and (v) below to any Loan Party shall, at any time when that such Loan 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 Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Loan Party shall be construed as a reference to that Loan Party or the relevant group or unity (or fiscal unity) of which that Loan Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (ev) In relation to any supply made by a Finance Party the Administrative Agent or any Lender to any Loan Party under a Finance Loan Document, if reasonably requested by the Administrative Agent or such Finance PartyLender, that Loan Party must promptly provide the Administrative Agent or such Finance Party Lender with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with the Administrative Agent’s or such Finance PartyLender’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysupply and, and accordingly, subject to paragraph (bSection 2.16(j)(ii)(B) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Party party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Recipient must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “Other Recipient”) under a Finance Loan Document, and any Party party other than the Other Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Other Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Other Recipient receives from the relevant tax authority which the Other Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Other Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Other Recipient, pay to the Other Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Other Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.16(j) to any Party party shall, at any time when that Party 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, supply or (as appropriate) receiving the supply, 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 equivalent provisions imposed elsewhere) 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 any other similar provision in any jurisdiction which that Party is not a member for VAT purposes at state of the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may beEuropean Union)). (ev) In relation to any supply made by a Finance Party Recipient to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Party party must promptly provide such Finance Party Recipient with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is or becomes chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such that Finance Party is required to account to the relevant tax authority for the VAT, that Party must shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):), (i) (where where, the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must will (where this sub-paragraph (i) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the is in respect of such VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall also reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 16.8 to any Party party shall, at any time when that Party 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 Council Directive 2006/112/EC (EC, or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may beMember State). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s its VAT registration number and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance any Loan Document by any Party party to any Agent or a Finance Party Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bSection 3.03(b) below, if VAT is or becomes chargeable on any supply made by any Finance Party an Agent or a Lender to any Party party under a Finance any Loan Document and the such Finance Party Agent or such Lender is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party Agent or 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 the VAT (and such Finance Party an Agent or Lender concerned must promptly provide an appropriate VAT invoice to that Partyparty). (b) If VAT is or becomes chargeable on any supply made by any Finance Party an Agent or a Lender (the “Supplier”) to any Agent or any other Finance Party Lender (the “RecipientReceiver”) under a Finance any Loan Document, and any Party party other than the Recipient Receiver (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Receiver in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Receiver must (where this sub-paragraph (iSection 3.03(b)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Receiver receives from the relevant tax authority which the Recipient Receiver reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient Receiver is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must promptly, following demand from the RecipientReceiver, pay to the Recipient Receiver an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Receiver reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance any Loan Document requires any Party party to reimburse or indemnify any Agent or a Finance Party Lender for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Agent or such Lender for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Agent or such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VATSections 3.03(a)-(d) to any Party party shall, at any time when that Party 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 (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party party to any Party other party under a Finance any Loan Document, if reasonably requested by such Finance Partyparty, that Party other party must promptly provide such Finance Party party with details of that Party’s other party's VAT registration and such other information as is reasonably requested in connection with such Finance Partyparty’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) clause 15.6 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term representative member to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. AbbVie and Allergan consider that any amounts payable hereunder do not represent consideration for a taxable supply. If and to the extent that any relevant Tax Authority determines that any AbbVie Reimbursement Payment is consideration for a taxable supply and that Allergan (or any member of a VAT Group of which Allergan is a member) is liable to account to a Tax Authority for VAT in respect of such supply and such VAT is Irrecoverable VAT, then: (a) All amounts expressed to the AbbVie Reimbursement Payment shall be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT and any VAT shall be due and payable by Allergan or the relevant member of a VAT Group of which Allergan is chargeable on that supplya member to a Tax Authority in addition to the AbbVie Reimbursement Payment, and accordingly, in accordance with applicable VAT Law (subject to paragraph the provisions of Section 3.4(b) and (c) below); (b) belowthe sum of the total amount payable by Allergan by way of any AbbVie Reimbursement Payment, if together with any Irrecoverable VAT arising in respect of the supply for which the AbbVie Reimbursement Payment is consideration (“Allergan Irrecoverable VAT”), shall not exceed the Cap and the total amount of the AbbVie Reimbursement Payment shall be reduced to ensure such; and (c) to the extent that Allergan has already paid amounts in respect of any AbbVie Reimbursement Payment the sum of which, when combined with any Allergan Irrecoverable VAT, exceeds the Cap, AbbVie shall repay to Allergan, by way of a reduction in the amount of the AbbVie Reimbursement Payment, an amount necessary to ensure that the sum of the total remaining AbbVie Reimbursement Payment combined with any Allergan Irrecoverable VAT arising in connection with such does not exceed the Cap. AbbVie shall (and shall procure that any applicable member of the AbbVie Group shall) accommodate any reasonable action that Allergan requests, in writing and without delay, to avoid, dispute, defend, resist, appeal or becomes chargeable on compromise any determination of a Tax Authority that the AbbVie Reimbursement Payment is consideration for a taxable supply made by for VAT purposes and/or that Allergan or any Finance Party to any Party under a Finance Document and such Finance Party member of the Allergan Group is required liable to account to the relevant tax authority Tax Authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such supply and/or that all or any part of such VAT from the relevant tax authorityis Irrecoverable VAT. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 13 to the contrary: (a) All amounts expressed to be payable under a Finance Note Document by the Issuer or any Party Guarantor to a Finance Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party Holder to the Issuer or any Party Guarantor under a Finance Note Document and such Finance Secured Party is required to account to the relevant tax authority for the VAT, that Party the Issuer or applicable Guarantor must pay to such Finance Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Holder must promptly provide an appropriate VAT invoice to that Partythe Issuer or applicable Guarantor). (b) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Secured Party (the “Specified Recipient”) under a Finance Note Document, and the Issuer or any Party Guarantor other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Finance Note Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (i1) (where the Supplier is the person Person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (i1) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii2) (where the Specified Recipient is the person Person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Note Document requires the Issuer or any Party Guarantor to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party the Issuer or applicable Guarantor shall reimburse or indemnify (as the case may be) such Finance Party Holder for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 13.6 to the Issuer or any Party Guarantor shall, at any time when that Party such Person 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 equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Secured Party to the Issuer or any Party Guarantor under a Finance Note Document, if reasonably requested by such Finance PartyHolder, that Party the Issuer or applicable Guarantor must promptly provide such Finance Secured Party with details of that Partythe Issuer or applicable Guarantor’s VAT registration and such other information as is reasonably requested in connection with such Finance Secured Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance any Loan Document by any Loan Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bSection 3.01(i)(ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Loan Party under a Finance any Loan Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “VAT Recipient”) under a Finance any Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the 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 sub-paragraph subclause (iA) applies) promptly pay to the 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 (iiB) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) the 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 but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.01(i) to any Loan Party shall, at any time when that such Loan Party is treated as a member of a group or unity (or including but not limited to any fiscal unityunities) 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, 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be)rules. (ev) In relation to any supply made by a Finance Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance Party, that Loan Party must promptly provide such Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Loan Party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Recipient must promptly provide an appropriate VAT invoice to that Loan Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “RecipientReceiving Party”) under a Finance Loan Document, and any Loan Party other than the Recipient Receiving Party (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Receiving Party in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Receiving Party must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Receiving Party receives from the relevant tax authority which the Recipient Receiving Party reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient Receiving Party is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the RecipientReceiving Party, pay to the Recipient Receiving Party an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Receiving Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.01(g) to any Loan Party shall, at any time when that such Loan 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 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 Council Directive 2006/112/EC (or as implemented by the relevant member state of the a European Union Member State, or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may bein any other jurisdiction). (ev) In relation to any supply made by a Finance Party Recipient to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Loan Party must promptly provide such Finance Party Recipient with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply. (vi) For the avoidance of doubt, this Section 3.01(g) shall be subject to Sections 2.20 and 2.21.

VAT. (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”Supplier Party) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier Party (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier Party (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 14.6 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance any Loan Document by any Loan Party to a Finance Party which any Recipient that (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which that is chargeable on that such supply, and accordingly, subject to paragraph (bSection 7.7.8(b) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Loan Party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that such Loan Party must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must Recipient shall promptly provide an appropriate VAT invoice to that such Loan Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “RecipientCustomer”) under a Finance Loan Document, and any Party party other than the Recipient Customer (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Customer in respect of that consideration): (i) (where Where the Supplier is the person Person required to account to the relevant tax authority for the VAT) , the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Customer must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Customer receives from the relevant tax authority which the Recipient Customer reasonably determines relates to the VAT chargeable on that supply; and (ii) (where Where the Recipient Customer is the person Person required to account to the relevant tax authority for the VAT) , the Relevant Party must promptly, following demand from the RecipientCustomer, pay to the Recipient Customer an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Customer reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that such Loan Party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 7.7.8 to any Loan Party shall, at any time when that such Loan 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 equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beUnited Kingdom’s Value Added Tax Act 1994 or applicable legislation in other jurisdictions having a similar effect). (e) In relation to any supply made by a Finance Party Recipient to any Party other Person under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Party such other Person must promptly provide such Finance Party Recipient with details of that Partysuch other Person’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to this Agreement (a Finance Party “Party”) to any Recipient which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bSection 2.17(i)(ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Party must shall pay to such Finance Party Recipient, as applicable, (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must Recipient, as applicable, shall promptly provide an appropriate VAT invoice to that such Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “VAT Recipient”) under a Finance Loan Document, and any Party other than the VAT Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The VAT Recipient must (will, where this sub-paragraph (iSection 2.17(i)(ii)(A) applies) , promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that the supply; and (iiB) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) , the 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 but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party the Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.17(i) to any Party shall, at any time when that 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 (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany 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 representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (ev) In relation to any supply made by a Finance Party Recipient to any Party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Party must promptly provide such Finance Party with details of that Party’s its VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts set out or expressed in any Loan Document to be payable under a Finance Document by any Party party to any Loan Document (for the purposes of this paragraph (h), a Finance Party which “party”) to any Recipient that (in whole or in part) constitute the consideration for any supply for VAT purposes are shall be deemed to be exclusive of any VAT which that is chargeable on that such supply, and accordingly, subject . Subject to paragraph clause (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Party party under a Finance any Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the such VAT, that Party must such party shall pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) ), an amount equal to the amount of the such VAT (and such Finance Party must Recipient shall promptly provide an appropriate VAT invoice to that Partysuch party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “VAT Supplier”) to any other Finance Party Recipient (the “VAT Recipient”) under a Finance any Loan Document, and any Party party other than the VAT Recipient (the “Relevant VAT Subject Party”) is required by the terms of any Finance 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 such consideration): (iA) (where to the extent the VAT Supplier is the person Person required to account to the relevant tax authority for the VAT) , the Relevant VAT 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, and the VAT. The VAT Recipient must (shall, where this sub-paragraph clause (iA) applies) , promptly pay to the Relevant VAT Subject 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 such supply; and (iiB) (where to the extent the VAT Recipient is the person Person required to account to the relevant tax authority for the VAT) , the Relevant VAT 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 such supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party any Recipient for any cost or expense, that Party such party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save except to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 paragraph (VATh) to any Party party shall, at any time when that Party 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 Person that 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 Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction that is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party such party or the relevant group or unity (or fiscal unity) of which that Party such party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity (or fiscal unity) at the relevant time (as the case may be). (ev) In relation to any supply made by a Finance Party Recipient to any Party party under a Finance any Loan Document, if reasonably requested by such Finance PartyRecipient, that Party such party must promptly provide such Finance Party Recipient with details of that Partysuch party’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that such supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “Relevant "Subject Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 12.5 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Secured Party to any Party under party in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATLoan Document, that Party must party shall pay to such Finance Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Secured Party must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Secured Party (the “Recipient”) under in connection with a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must shall also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must shall (where this sub-paragraph (iSection 2.17(g)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Secured Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.17(g) to any Party party shall, at any time when that Party 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 (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (ev) In relation to any supply made by a Finance Secured Party to any Party party under a Finance Loan Document, if reasonably requested by such Finance Secured Party, that Party must party shall promptly provide such Finance Secured Party with details of that Partyparty’s VAT registration (if applicable) and such other information as is reasonably requested in connection with such Finance Secured Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 any member of such group 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be)such time. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party to a Finance Credit Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Credit Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATLoan Document, that Party must shall pay to such Finance the Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Credit Party must shall promptly provide an appropriate VAT invoice to that such Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Credit Party (the “Supplier”) to any other Finance Credit Party (the “Recipient”) under a Finance Loan Document, and any Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (ciii) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Credit Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Credit Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 8.12 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Loan Party to a Finance any Credit Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) belowSection 2.17(k)(iii), if VAT is or becomes chargeable on any supply made by any Finance Credit Party to any Loan Party under a Finance Document and such Finance Loan Document, that Loan Party is required to account shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance the relevant Credit Party must shall promptly provide an appropriate VAT invoice to that such Loan Party). (bii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Credit Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Credit Party for the full amount of such cost or expense, including such part as represents VAT, save to the extent that such Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iii) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Secured Party (for purposes of this Section 2.17(k), the “RecipientCustomer”) under a Finance Loan Document, and any Party party other than the Recipient Customer (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Customer in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Customer must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Customer receives from the relevant tax authority which the Recipient Customer reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient Customer is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the RecipientCustomer, pay to the Recipient Customer an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Customer reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.17(k) to any Loan Party or Relevant Party shall, at any time when that such Loan Party or Relevant 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 of November 28, 2006 (2006/112/EC EC) (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Loan Party or Relevant Party shall be construed as a reference to that Loan Party or Relevant Party or the relevant group or unity (or fiscal unity) of which that Loan Party or Relevant Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity (or fiscal unity) at the relevant such time (as the case may be). (ev) In relation to any supply made by a Finance Credit Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance Credit Party, that Loan Party must promptly provide such Finance Credit Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Credit Party’s 's VAT reporting requirements in relation to such supply.

VAT. (a) 14.7.1 All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) Clause 14.7.2 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) 14.7.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) 14.7.2.1 (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) Clause 14.7.2.1 applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) 14.7.2.2 (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) 14.7.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) 14.7.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in Section 2.16 to the contrary: (a) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Lender Party to any Loan Party under a Finance Loan Document and such Finance Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Lender Party (in addition to and at the same time as paying any other consideration for such supplysupply or, if later, on presentation of a valid VAT invoice) an amount equal to the amount of the VAT (and such Finance Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Lender Party (the “Supplier”) to any other Finance Lender Party (the “Recipient”) under a Finance Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Lender Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 2.22 to any Loan Party shall, at any time when that such Loan 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 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 Council Directive 2006/112/EC (or as implemented by the relevant member state of the a European Union Member State, or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may bein any other jurisdiction). (e) In relation to any supply made by a Finance Lender Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance Lender Party, that Loan Party must promptly provide such Finance Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Lender Party’s VAT reporting requirements in relation to such supply.

VAT. (a) 12.6.1 All amounts expressed to be payable under a Finance Document by any Party or any Security Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) belowClause 12.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party or any Security Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party or Security Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Partythe Borrowers). (b) 12.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ia) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (iClause 12.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iib) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) 12.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) 12.6.4 Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may beValue Added Tax Act 1994). (e) 12.6.5 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 (provided for in the Value Added Tax Act 1994, Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction other than the United Kingdom or 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 representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party to a Finance Credit Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Credit Party to any Party under a Finance Loan Document and such Finance Credit Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Credit Party must promptly provide an appropriate VAT invoice to that Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Credit Party (the “Supplier”) to any other Finance Credit Party (the “VAT Recipient”) under a Finance Loan Document, and any Party other than the VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the 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 sub-paragraph (iA) applies) promptly pay to the 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 (iiB) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) the 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 but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Credit Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Credit Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.17(h) to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (ev) In relation to any supply made by a Finance Credit Party to any Party under a Finance Loan Document, if reasonably requested by such Finance Credit Party, that Party must promptly provide such Finance Credit Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Credit Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to the Administrative Agent, an Arranger, a Finance Party Lender or an Issuing Bank which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysupply and, and accordingly, subject to paragraph (bSection 2.17(p)(ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party the Administrative Agent, the relevant Arranger, a Lender or an Issuing Bank to any Party party under a Finance Loan Document and such Finance Party the Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party the Administrative Agent, the Arrangers, the relevant Lender or the relevant Issuing Bank (as applicable and in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party the Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party the Administrative Agent, the Arrangers, a Lender or an Issuing Bank (the “Supplier”) to any other Finance Party of the Administrative Agent, the Arrangers, a Lender or an Issuing Bank (the “Recipient”) under a Finance Loan Document, and any Party other than the Recipient party (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (iSection 2.17(p)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party a party to reimburse or indemnify the Administrative Agent, the Arrangers, a Finance Party Lender or an Issuing Bank for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party the Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank (as applicable) for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party the Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.17(p) to any Party party shall, at any time when that Party 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, supply or (as appropriate) receiving the supply, 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 equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (ev) In relation to any supply made by the Administrative Agent, the Arrangers, a Finance Party Lender or an Issuing Bank to any Party party under a Finance Loan Document, if reasonably requested by such Finance Partythe Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank (as applicable), that Party party must promptly provide such Finance Party the Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Partythe Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere)) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (a) 12.6.1 All amounts expressed to be payable under a Finance Document by any Party or any Security Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) belowClause 12.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party or any Security Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party or Security Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Partythe Borrowers). (b) 12.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ia) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (iClause 12.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iib) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) 12.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) 12.6.4 Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may beEnglish Value Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Secured Party which that (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which that is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) belowClause 10.6(b), if VAT is or becomes chargeable on any supply made by any Finance Secured Party to any Party Person under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must Person shall pay to such Finance Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Secured Party must shall promptly provide an appropriate VAT invoice to that Partysuch Person). (b) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Secured Party (the “Recipient”) under a Finance Document, and any Party Person other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must ), such Person shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) promptly shall pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (c) Where a Finance Document requires any Party Person to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party Person shall reimburse or indemnify (as the case may be) such Finance Secured Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authorityTaxing Authority. (d) Any reference in this Clause 12.6 (VAT) 10.6 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party Lender which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supply, such supply or supplies and accordingly, subject to paragraph sub-clause (bii) below, if VAT is or becomes chargeable on any supply or supplies made by any Finance Party Lender to any Party under party in connection with a Finance Loan Document and such Finance Party Lender is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the that VAT (and such Finance Party Lender must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “VAT Recipient”) under a Finance Loan Document, and any Party party other than the VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (i1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must also pay to the 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 sub-paragraph (i) applies) promptly pay to the 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 (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) ‎‎14.7 to any Party shall, at any time when that 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 (provided for in the Value Added Tax Act 1994, Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction other than the United Kingdom or 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 representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and upon such Finance Party must promptly provide providing an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably and in good faith determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably and in good faith determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably and in good faith determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 12.7 (VAT) to any Party shall, at any time when that 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, supply or (as appropriate) receiving the supply, 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 equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union)) (including, for the 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 representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be), or the representative member of such group at such time. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party Lender or Collateral Agent which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender or Collateral Agent to any Loan Party under a Finance Loan Document and such Finance Party Lender or Collateral Agent is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Party Lender or Collateral Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Lender or Collateral Agent must promptly provide an appropriate VAT invoice to that Loan Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party Lender or Collateral Agent (the “Supplier”) to any other Finance Party Lender or Collateral Agent (the “Recipient”) under a Finance Loan Document, and any a Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Loan Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Loan Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Loan Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any a Loan Party to reimburse or indemnify a Finance Party Lender or any Collateral Agent for any cost or expense, such requirement shall include a requirement for that Loan Party shall or, (at the election of Borrower) where such Loan Party is a member of the Borrower’s group, the Borrower, to reimburse or indemnify (as the case may be) such Finance Party Lender or Collateral Agent for the full amount of such cost or expense, including such part of it such cost or expense as represents VAT, save to the extent that such Finance Party Lender or Collateral Agent reasonably determines that it is not entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) section 2.8 to any Loan Party shall, at any time when that such Loan 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 equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party Lender or Collateral Agent to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance PartyLender or Collateral Agent, that Loan Party must promptly provide such Finance Party Lender or Collateral Agent with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s or Collateral Agent’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Loan Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Loan Document, and any Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (if such Supplier is required to account for the VAT) or the Recipient (if the Recipient is required to account for the VAT) (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (c) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 2.98 to any Party shall, at any time when that 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 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 Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may beMember State)). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party (excluding for these purposes, the Hedging Counterparty) which (in whole or in part) constitute the consideration for any a supply for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that such supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party (excluding for these purposes, the Hedging Counterparty) to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (excluding for these purposes, the “Hedging Counterparty) (the "Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “Relevant "Subject Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority under the appropriate VAT legislation which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party (excluding for these purposes, the Hedging Counterparty) for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment under the appropriate VAT legislation in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 13.6 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant time (as the case may be)such time. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (ib)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party at the same time shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 12.7 to any Party party shall, at any time when that Party 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, supply or (as appropriate) receiving the supply, 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 equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union)) (including, for the 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 representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Lender or the Administrative Agent, the Arrangers or the Sustainability Coordinator (each a “Finance Party Party”) which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph subsection (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Loan Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the that VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph subsection (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.01(l) to any Party party shall, at any time when that Party 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994 (UK) or in any analogous legislation enacted in any jurisdiction other than the United Kingdom). (ev) In relation to any supply made by a any Finance Party to any Party party under a Finance Loan Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) belowSection 4.14.7(ii), if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Party party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide or, if later, on presentation of an appropriate VAT invoice to that Party)by such Recipient. (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “Supply Recipient”) under a Finance Loan Document, and any Party party other than the Supply Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Supply Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Supply Recipient must (where this sub-paragraph (iSection 4.14.7(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Supply Recipient receives from the relevant tax authority which the Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Supply Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Supply Recipient, pay to the Supply Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Supply Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VAT) Section 4.14.7 to any Party party shall, at any time when that Party 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 representative member of such group at that such time (the term “representative member” to have the same meaning as making in 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 Value Added Tax ▇▇▇ ▇▇▇▇ of the European Union United Kingdom or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may benon-UK law). (ev) In relation to any supply made by a Finance Party Recipient to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Party party must promptly provide such Finance Party Recipient with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply.

VAT. 7.1 Where pursuant to the terms of this Agreement, any party (athe "SUPPLIER") All amounts expressed makes a supply to be payable under a Finance Document by any Party to a Finance Party which other party (in whole or in partthe "RECIPIENT") constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any and VAT which is chargeable on that such supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account the Recipient shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Party Supplier (in addition to and at the same time as paying any other consideration for such supply) an amount a sum equal to the amount of such VAT, such payment to be made no later than three working days before the last day (as notified to the Recipient by the Supplier in writing) on which the Supplier can account to H M Customs & Excise for such VAT (without incurring any interest or penalties, and such Finance Party must promptly the Supplier shall provide an appropriate the Recipient with a valid tax invoice for VAT invoice to that Party)purposes. 7.2 Any obligation to reimburse or pay another party's expenditure extends to irrecoverable VAT on that expenditure and the person liable to pay shall also reimburse or pay such VAT. 7.3 If either party (bthe "PAYER") If has paid any amount in respect of VAT is or becomes chargeable under this Clause 7 to the other party (the "PAYEE") on any the basis that: 7.3.1 The Transaction in respect of which such amount was paid gave rise to a supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal Payee to the consideration Payer for VAT purposes; and 7.3.2 such supply was a taxable supply for VAT purposes and it subsequently transpires that no supply was made, or that such supply was not a taxable supply, for VAT purposes, the Payee shall forthwith repay such amount to the Supplier (rather than being required Payer PROVIDED THAT, if the payee has already accounted to reimburse or indemnify the Recipient H M Customs & Excise for VAT in respect of the said transaction on the basis that consideration): (i) (where such transaction gave rise to a taxable supply for VAT purposes, the Supplier is the person required Payee shall only be obliged to account repay such amount to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only Payer if and to the extent that the Recipient reasonably determines that it is not entitled able to obtain repayment or credit or repayment from the relevant tax authority H M Customs & Excise in respect of that VAT. (c) Where the VAT it has accounted to them, and in such a Finance Document requires any Party case, the Payee shall use all reasonable endeavours to reimburse obtain such repayment or indemnify a Finance Party for any cost or expensecredit from H M Customs & Excise, that Party and the Payee shall reimburse or indemnify (as the case may be) only be obliged to repay such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated Payer 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 aforesaid within three working days following receipt by the relevant member state Payee of the European Union said repayment from H M Customs & Excise or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or three working days following the relevant group or unity (or fiscal unity) of date on which that Party is a member for VAT purposes at the relevant time or Payee has fully utilised the relevant representative member (or representative or head) of that group or unity at the relevant time said credit (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Credit Document by any Party party to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder (a “Finance Party Party”) which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Credit Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Credit Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Credit Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph clause (ih) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) VAT the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Credit Document requires any Party party to reimburse or indemnify a Finance Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 clause (VATh) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include including (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 equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beUK Value Added Tax Act 1994). (ev) In relation to any supply made by a Finance Party to any Party party under a Finance Credit Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Loan Document by any Party party hereto to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysupply and, and accordingly, subject to paragraph (bSection 3.08(b) below, ; if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Party party hereto under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Party party hereto must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Recipient must promptly provide an appropriate VAT invoice to that Partyparty). (b) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “VAT Recipient”) under a Finance Loan Document, and any Party party hereto other than the VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT and the VAT Recipient must (where this sub-paragraph clause (i) applies) promptly pay to the 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 (ii) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must promptly, following written demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Party party hereto to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 3.08 to any Party party hereto shall, at any time when that Party 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 (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhere) any other similar provision in any jurisdiction which is not a member state of the European Union), so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party Recipient to any Party party hereto under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Party party must promptly provide such Finance Party Recipient with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party the Borrower to a Finance Party the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party the Lender to any Party the Borrower under a Finance Document and such Finance Party the Lender is required to account to the relevant tax authority for the VAT, that Party the Borrower must pay to such Finance Party 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 the VAT (and such Finance Party the Lender must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under Where a Finance Document, and any Party other than Document requires the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required Borrower to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party Lender for any cost or expense, that Party the Borrower shall reimburse or indemnify (as the case may be) such Finance Party the Lender for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party the Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (ec) In relation to any supply made by a Finance Party the Lender to any Party the Borrower under a Finance Document, if reasonably requested by such Finance Partythe Lender, that Party the Borrower must promptly provide such Finance Party the Lender with details of that Partythe Borrower’s VAT registration and such other information as is reasonably requested in connection with such Finance Partythe Lender’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 11.6 to any Party shall, at any time when that 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 (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany 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 representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) 12.6.1 All amounts expressed to be payable under a Finance Document by any Party or any Security Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) belowClause 12.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party or any Security Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party or Security Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Partythe Borrowers). (b) 12.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ia) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (iClause 12.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iib) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) 12.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) 12.6.4 Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may be)Value Added Tax Act 1994) or, where relevant, the equivalent in any relevant jurisdiction other than the United Kingdom. (e) 12.6.5 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 11.7 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in Section 2.14 to the contrary: (a) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Lender Party to any Loan Party under a Finance Loan Document and such Finance Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Lender Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Lender Party (the “Supplier”) to any other Finance Lender Party (the “Recipient”) under a Finance Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Lender Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 2.21 to any Loan Party shall, at any time when that such Loan 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 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 Council Directive 2006/112/EC (or as implemented by the relevant member state of the a European Union Member State, or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may bein any other jurisdiction). (e) In relation to any supply made by a Finance Lender Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance Lender Party, that Loan Party must promptly provide such Finance Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Lender Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 16.7 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (ib)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 12.7 to any Party party shall, at any time when that Party 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, supply or (as appropriate) receiving the supply, 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 equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union)) (including, for the 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 representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (aA) All amounts expressed to be payable under a Finance any Loan Document by any Party party to a Recipient, Syndication Agent, Co-Documentation Agent, Joint Lead Arranger or Joint Bookrunner (each, for the purposes of this paragraph 2.18(j), a “Finance Party Party”) which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph subsection (bB) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Loan Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Partyparty). (bB) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “VAT Recipient”) under a Finance Loan Document, and any Party party other than the VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (i1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the 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 sub-paragraph (i1) applies) promptly pay to the 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 (ii2) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) the 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 but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (cC) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (eD) In relation to any supply made by a Finance Party to any Party party under a Finance Loan Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply. (E) Any reference in this section 2.18(j) 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 person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in the Value Added Tax Act 1994, 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 other than the United Kingdom or a member state of the European Union)).

VAT. (a) 12.6.1 All amounts expressed to be payable under a Finance Document by any Party or any Security Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) belowClause 12.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party or any Security Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party or Security Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Partythe Borrower). (b) 12.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ia) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (iClause 12.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iib) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) 12.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) 12.6.4 Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may beValue Added Tax Act 1994). (e) 12.6.5 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Fundamental Document by any Party party to a Lender or the Administrative Agent (each a “Finance Party Party”) which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Fundamental Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Supply Recipient”) under a Finance Fundamental Document, and any Party party other than the Supply Recipient (the “Relevant Party”) is required by the terms of any Finance Fundamental Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Supply Recipient in respect of that consideration): (i1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Supply Recipient must (where this sub-paragraph (i1) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Supply Recipient receives from the relevant tax authority which the Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii2) (where the Supply Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Supply Recipient, pay to the Supply Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Supply Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Fundamental Document requires any Party party to reimburse or indemnify a Finance Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VAT) the preceding provisions relating to VAT to any Party party shall, at any time when that Party 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (ev) In relation to any supply made by a Finance Party to any Party party under a Finance Fundamental Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) a. All amounts expressed to be payable under a Finance Loan Document by any Party Borrower to a Finance Party Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party Borrower to any Party Lender under a Finance Loan Document and such Finance Party Lender is required to account to the relevant tax authority for the VAT, that Party Borrower must pay to such Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Lender must promptly provide an appropriate VAT invoice to that Borrower Party). (b) b. If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “"Supplier”") to any other Finance Party Lender (the “"Recipient”") under a Finance Loan Document, and any Party party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) i. (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) . (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) c. Where a Finance Loan Document requires any Party the Borrower to reimburse or indemnify a Finance Party Lender for any cost or expense, that Party the Borrower shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) d. Any reference in this Clause 12.6 (VAT) Section 11 to any Party person shall, at any time when that Party such person 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 equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may beValue Added Tax Act 1994). (e) e. In relation to any supply made by a Finance Party Lender to any Party Borrower under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party Borrower must promptly provide such Finance Party Lender with details of that PartyBorrower’s VAT registration and such other information as is reasonably requested in connection with such Finance Party▇▇▇▇▇▇’s VAT reporting requirements in relation to such supply.

VAT. (a) 8.12.1 All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) 8.12.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (c) 8.12.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) 8.12.4 Any reference in this Clause 12.6 (VAT) 8.12 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party to a Finance any Credit Party which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) belowSection 3.01(i)(ii), if VAT is or becomes chargeable on any supply made by any Finance Credit Party to any Party under a Finance Loan Document and such Finance Credit Party is required to account to the relevant tax authority for the VAT, that Party must shall pay to such Finance Party Credit Party, as applicable, (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must Credit Party, as applicable, shall promptly provide an appropriate VAT invoice to that such Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Credit Party (the “Supplier”) to any other Finance Credit Party (the “VAT Recipient”) under a Finance Loan Document, and any Party other than the VAT Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The VAT Recipient must (will, where this sub-paragraph (iSection 3.01(i)(ii)(A) applies) , promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) ), the 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 but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Credit Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Credit Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance the Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.01(i) to any Party shall, at any time when that 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 (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany 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 representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (ev) In relation to any supply made by a Finance Credit Party to any Party under a Finance Loan Document, if reasonably requested by such Finance Credit Party, that Party must promptly provide such Finance Party with details of that Party’s its VAT registration and such other information as is reasonably requested in connection with such Finance Credit Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All Any amounts expressed to be payable by the Borrower to a Finance Party under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT payable pursuant to the laws of Ecuador which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if . If such VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account the Borrower pursuant to the relevant tax authority for laws of Ecuador, then the VAT, that Party Borrower must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and VAT. Notwithstanding the foregoing, if a Default has occurred, then the Borrower must pay such Finance Party must promptly provide an appropriate any VAT invoice payable pursuant to that Party)the laws of any applicable jurisdiction. (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 11.6 to any Party shall, at any time when that 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 (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany 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 representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (ai) With respect to any Loan to the UK Borrower: (A) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party the Agent or any Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by the Agent or any Finance Party Lender to any Party party under a Finance Loan Document and the Agent or such Finance Party Lender is required to account to the relevant tax authority for the VAT, that Party party must pay to the Agent or such Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT VAT, subject to the Agent or such Lender (and such Finance Party must promptly provide as appropriate) first providing an appropriate VAT invoice to that Party)party. (bB) If VAT is or becomes chargeable on any supply made by the Agent or any Finance Party Lender (the “Supplier”) to any other Finance Party the Agent or another Lender (the “Supply Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Supply Recipient in respect of that consideration): (i1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Supply Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Supply Recipient receives from the relevant tax authority which the Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii2) (where the Supply Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Supply Recipient, pay to the Supply Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Supply Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (cC) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party the Agent or any Lender for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) the Agent or such Finance Party ▇▇▇▇▇▇ (as the case may be) for the full amount of such cost or expense, including such part of it thereof as represents irrecoverable VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (dD) Any reference in this Clause 12.6 paragraphs (VATi) – (iii) and (v) below to any Party a party shall, at any time when that Party 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 (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (eE) In relation to any supply made by the Agent or any Lender to a Finance Party to any Party party under a Finance Loan Document, if reasonably requested by the Agent or such Finance PartyLender, that Party party must promptly provide the Agent or such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with the Agent’s or such Finance Party▇▇▇▇▇▇’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Loan Party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party suchsubject to the relevant Recipient must promptly provide provideproviding an appropriate VAT invoice to that Loan Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Recipient (the ““ Supplier”” ) to any other Recipient (the ““Receiving Party””) under a Loan Document, and any Loan Party other than the Receiving Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party””) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Receiving Party in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Receiving Party must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Receiving Party receives or obtains from the relevant tax authority which the Recipient Receiving Party reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient Receiving Party is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the RecipientReceiving Party, pay to the Recipient Receiving Party an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Receiving Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.01(gh) to any Loan Party shall, at any time when that such Loan 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 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 Council Directive 2006/112/EC (or as implemented by the relevant member state of the a European Union Member State, or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may bein any other jurisdiction). (ev) In relation to any supply made by a Finance Party Recipient to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Loan Party must promptly provide such Finance Party Recipient with details of that PartyLoan Party’sParty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’sRecipient’s VAT reporting requirements in relation to such supply. (vi) For the avoidance of doubt, this Section 3.01(gh) shall be subject to Sections 2.20 and 2.21.

VAT. (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 15.6 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant time (as the case may be)such time. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts set out, or expressed in a Credit Document to be payable under a Finance Document by any Credit Party to a Finance Party Lender or Agent which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender or Agent to any Credit Party under a Finance Document and such Finance Credit Document, that Credit Party is required to account shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Party Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must Lender or Agent shall promptly provide an appropriate VAT invoice to that such Credit Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender or Agent (the “Supplier”) to any other Finance Party Lender or Agent (the “Recipient”) under a Finance Credit Document, and any Credit Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Credit Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Credit Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (ciii) Where a Finance Credit Document requires any Credit Party to reimburse or indemnify a Finance Party Lender or Agent for any cost or expense, that the Credit Party shall reimburse or indemnify (as the case may be) such Finance Party Lender or Agent for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 4.04(e) to any Credit Party shall, at any time when that such Credit 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 equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party to a Finance Party any Recipient which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bSection 2.17(n)(ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Party must shall pay to such Finance Party Recipient, as applicable, (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must Recipient, as applicable, shall promptly provide an appropriate VAT invoice to that such Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “VAT Recipient”) under a Finance Loan Document, and any Party other than the VAT Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The VAT Recipient must (will, where this sub-paragraph (iSection 2.17(n)(ii)(A) applies) , promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) , the 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 but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party the Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.17(n) to any Party shall, at any time when that 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 (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany 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 representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 3.01 to the contrary: (ai) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Party Lender or Agent which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender or Agent to any Loan Party under a Finance Loan Document and such Finance Party Lender or Agent is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Party Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Lender or Agent must promptly provide an appropriate VAT invoice to that Loan Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender or Agent (the “Supplier”) to any other Finance Party Lender or Agent (the “Specified Recipient”) under a Finance Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Party Lender or Agent for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Party Lender or Agent for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.01(h) to any Loan Party shall, at any time when that such Loan 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 representative member of such group at that such time (the term “representative member” to have the same meaning as making in 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 Value Added Tax Act 1994 of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may beUnited Kingdom). (ev) In relation to any supply made by a Finance Party Lender or Agent to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance PartyLender or Agent, that Loan Party must promptly provide such Finance Party Lender or Agent with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyL▇▇▇▇▇’s or Agent’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 14.9 to any Party shall, at any time when that 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 representative member of such group at that such time as making (in accordance with the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in provisions of national law implementing Article 11 of the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be)). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (aA) All amounts expressed to be payable under a Finance Transaction Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bB) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Transaction Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (bB) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Transaction Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Transaction Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i1) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (cC) Where a Finance Transaction Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (dD) Any reference in this Clause 12.6 (VAT) 13.6 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may beValue Added Tax Act 1994). (eE) In relation to any supply made by a Finance Party to any Party under a Finance Transaction Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate a valid VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 13.7 to any Party shall, at any time when that 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 representative member of such group at such time (the term “representative member” to mean the group member notified by the Revenue Commissioners in accordance with section 15(1)(a) of VATCA 2010 as being the member responsible for complying with the provisions of VATCA 2010 in respect of the group or any other person who is treated at that time notified or designated as making being responsible in the supply, or (case of VAT in any jurisdiction other than Ireland 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration (if applicable) and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All To the extent applicable, all amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VATVAT (if applicable). The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT (if applicable) chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply (if applicable) but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VATVAT (if applicable), save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT (if any) from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposespurposes (if applicable), 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 equivalent provisions imposed elsewhere) 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 (if applicable) at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration (if applicable) and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements (if applicable) in relation to such supply. (f) For the avoidance of doubt, no VAT is chargeable by a Finance Party in connection with any Instalment, any payment of interest or any of the fees set out under Clause 11 (Fees).

VAT. (ai) All amounts set out or expressed in a Credit Document to be payable under a Finance Document by any Party party to a Lender or the Agent (for the purposes of this Section 4.10(h), each a “Finance Party Party”) which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph subsection (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Credit Document and such the Finance Party is required to account to the relevant tax authority accountable for the such VAT, that Party must party shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that Partysuch party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Credit Document, and any Party party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Credit Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also ), such party shall instead pay to the Supplier if that Supplier is accountable for such VAT (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (ciii) Where a Finance Credit Document requires any Party party to reimburse or indemnify a Finance Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 4.10(h) to any Party party shall, at any time when that Party 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time supply (as the case may be)) for the purposes of any relevant VAT grouping rules. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) 12.6.1 All amounts expressed to be payable under a Finance Document by any Party or any Security Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) belowClause 12.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party or any Security Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party or Security Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Partythe Borrowers). (b) 12.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ia) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (iClause 12.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iib) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) 12.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) 12.6.4 Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) 12.6.5 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party any Lender which (in whole or in part) constitute the consideration for any a supply for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that such supply, and accordingly, subject to paragraph (b) belowSection 3.2(g)(ii), if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must Lender shall promptly provide an appropriate VAT invoice to that Partysuch party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (iSection 3.2(g)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.2(g) to any Party party shall, at any time when that Party 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 applicable 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 Union) or equivalent provisions imposed elsewhere) 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 any similar provision in any jurisdiction which that Party is not a member for VAT purposes at state of the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)European Union. (ev) In relation to any supply made by a Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance Party▇▇▇▇▇▇, that Party party must promptly provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party▇▇▇▇▇▇’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supply, such supply or supplies and accordingly, subject to paragraph (b) below, below if VAT is or becomes chargeable on any supply or supplies made by any Finance Party to any Party under a Finance Document and Document: (i) if such Finance Party is required to account to the relevant tax authority for the VAT, then that Party must shall pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supplythat supply or supplies) an amount equal to the amount of the VAT upon such Finance Party providing an appropriate VAT invoice to such Party; or (ii) if such Party is required to directly account for such VAT under the reverse charge procedure provided for by any relevant VAT provisions of the jurisdiction in which such Party received such supply, then such Party shall account for the VAT at the appropriate rate (and such the relevant Finance Party must promptly provide an appropriate VAT invoice to such Party stating that Partythe amount is charged in respect of a supply that is subject to VAT but that the reverse charge procedure applies). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient determines (acting reasonably determines and in good faith) relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient determines (acting reasonably determines and in good faith) that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost costs or expenseexpenses, that Party shall reimburse or indemnify (as the case may be) such Finance Party for against any VAT incurred by that Finance Party in respect of the full amount of such cost costs or expenseexpenses, including such part of it as represents VAT, save to the extent that such the Finance Party determines (acting reasonably determines and in good faith) that neither it nor any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such the VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 14.9 to any Party party shall, at any time when that Party 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, supply or (as appropriate) receiving the supply, 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 EU or equivalent provisions imposed elsewhereany 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 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 that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in Section 2.14 to the contrary: (a) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Lender Party to any Loan Party under a Finance Loan Document and such Finance Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Lender Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Lender Party (the “Supplier”) to any other Finance Lender Party (the “Recipient”) under a Finance Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Lender Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 2.21 to any Loan Party shall, at any time when that such Loan 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 equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may be)Value Added Tax Act 1994) . (e) In relation to any supply made by a Finance Lender Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance Lender Party, that Loan Party must promptly provide such Finance Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Lender Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysupply and, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 14.6 to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in this Credit Agreement or in a Loan Document to be payable under a Finance Document by any Party party to a Finance any Secured Party which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bSection 3.02(b) below, if VAT is or becomes chargeable on any supply made by any Finance Secured Party to any Party party under this Credit Agreement or a Finance Loan Document and such Finance the Secured Party is required to account to the relevant tax authority for the VAT, that Party must party shall pay to such Finance the Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Secured Party must shall promptly provide an appropriate VAT invoice to that Partysuch party). (b) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Party of the Secured Parties (the “Subject Recipient”) under a Finance Loan Document, and any Party party other than the Subject Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient such Secured Party in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Subject Recipient must (shall, where this sub-paragraph Section (i) applies) , promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Subject Recipient receives from the relevant tax authority which the Subject Recipient reasonably determines relates to the VAT chargeable on that the supply; and (ii) (where the Subject Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall promptly, following demand from the Subject Recipient, pay to the Subject Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Subject Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance the Secured Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance the Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 3.02 to any Party party shall, at any time when that Party 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 Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Secured Party to any Party party under a Finance Loan Document, if reasonably requested by such Finance the Secured Party, that Party party must promptly provide such Finance Party with details of that Party’s its VAT registration and such other information as is reasonably requested in connection with such Finance the Secured Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) 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 representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysupply and, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such 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 credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that 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 equivalent provisions imposed elsewhere) 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 representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts set out or expressed in any Loan Document to be payable under a Finance Document by any Party party to any Loan Document (for the purposes of this paragraph (i), a Finance Party which “party”) to any Lender or Bank or the Agent that (in whole or in part) constitute the consideration for any supply for VAT purposes are shall be deemed to be exclusive of any VAT which that is chargeable on that such supply, and accordingly, subject . Subject to paragraph clause (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender or Bank or the Agent to any Party party under a Finance any Loan Document and such Finance Party Lender or Bank or the Agent, as applicable, is required to account to the relevant tax authority for the such VAT, that Party must such party shall pay to such Finance Party Lender or Bank or the Agent (in addition to and at the same time as paying any other consideration for such supply) ), as applicable, an amount equal to the amount of the such VAT (and such Finance Party must Lender or Bank or the Agent, as applicable, shall promptly provide an appropriate VAT invoice to that Partysuch party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender or Bank or the Agent (the “VAT Supplier”) to any other Finance Party Lender, Bank or the Agent (the “VAT Recipient”) under a Finance any Loan Document, and any Party party other than the VAT Recipient (the “Relevant VAT Subject Party”) is required by the terms of any Finance 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 such consideration): (iA) (where to the extent the VAT Supplier is the person Person required to account to the relevant tax authority for the VAT) , the Relevant VAT 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, and the VAT. The VAT Recipient must (shall, where this sub-paragraph clause (iA) applies) , promptly pay to the Relevant VAT Subject 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 such supply; and (iiB) (where to the extent the VAT Recipient is the person Person required to account to the relevant tax authority for the VAT) , the Relevant VAT 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 such supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party any Lender or Bank or the Agent, as applicable, for any cost or expense, that Party such party shall reimburse or indemnify (as the case may be) such Finance Party Lender or Bank or the Agent, as applicable, for the full amount of such cost or expense, including such part of it thereof as represents VAT, save except to the extent that such Finance Party Lender or Bank or the Agent, as applicable, reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 paragraph (VATi) to any Party party shall, at any time when that Party 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 Person that 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 Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction that is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party such party or the relevant group or unity (or fiscal unity) of which that Party such party is a member for VAT purposes at the relevant time or the relevant representative member (and “representative member” shall have the same meaning in relation to a United Kingdom VAT group as in the United Kingdom Value Added Tax Act 1994) or representative or head) head of that such group or unity (or fiscal unity) at the relevant time (as the case may be). (ev) In relation to any supply made by a Finance Party Lender or Bank or the Agent, as applicable, to any Party party under a Finance any Loan Document, if reasonably requested by such Finance PartyLender or Bank or the Agent, that Party as applicable, such party must promptly provide such Finance Party Lender or Bank or the Agent, as applicable, with details of that Partysuch party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s the VAT reporting requirements of such Lender or Bank or the Agent, as applicable, in relation to such supply.