Common use of VAT Clause in Contracts

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.

VAT. 8.11.1 Save where expressly (i) All consideration provided to the contrary, all payments made under this Agreement shall be inclusive of VAT. No amounts shall be required to be paid or otherwise provided in respect of VAT in addition to such consideration. (ii) Where any Transferred Entity is a member of a group or fiscal unity for VAT purposes (a “VAT Group”) with Seller or one of its Affiliates, Seller shall as soon as reasonably practicable make (or procure that its relevant Affiliate makes) an application for the exclusion of such Transferred Entity with effect from the day after the Closing Date from such VAT Group, and Seller and Buyer shall give each other all such reasonable assistance and cooperation as shall be necessary for the other Transaction Documents are calculated without regard purpose of supporting such application. Seller shall further give all such reasonable assistance and cooperation as shall be necessary for the purpose of supporting any application which Buyer wishes to VATmake to any Government Entity in connection with the registration of any Transferred Entity as part of a VAT Group with any Affiliate of Buyer with effect from the day after the Closing Date or such later date as may be the earliest which the relevant Government Entity shall permit. (iii) Seller shall ensure that any liability to VAT of any Transferred Entity which is a member of a VAT Group with Seller or one of its Affiliates for any relevant taxable year or period beginning on or before the Closing Date and ending after the Closing Date is included in the VAT Group return of Seller or any of its Affiliates in a manner consistent with Seller’s past practice in respect of the relevant Transferred Entity. If any such payment constitutes Transferred Entity does not leave the whole or any part VAT Group of which it was a member immediately before the Closing Date with effect from the day after the Closing Date, then in relation to the Stub Period: (A) Buyer shall give Seller all assistance and co-operation as is reasonably necessary to enable the representative member of the consideration for a taxable or deemed taxable supply, the amount of that payment relevant VAT Group to comply with its VAT obligations; (B) Seller shall be increased by an amount equal remit any Tax Returns relating to the amount of VAT which is chargeable in respect of the taxable supply in question against delivery Stub Period, together with all documentation upon which such Tax Returns are based, to Buyer as early as reasonably practicable before the applicable due date (including extensions) of an appropriate VAT invoice such Tax Returns for its review and comment, which Buyer shall complete not later than 5 Business Days after receipt thereof from Seller provided that (i) if, upon expiration of Buyer’s period of review, the Lessor parties disagree as to any item reflected on such Tax Return, the parties shall promptly submit the item to a mutually acceptable internationally recognized accounting or law firm for final resolution, such resolution to be completed (where possible) 5 days prior to the applicable due date (including extensions) for filing such Tax Return, failing which (x) Seller shall procure that such Tax Return is filed as prepared by it (and reflecting any changes agreed to by the parties) by the applicable due date and (y) Seller shall procure that an amended Tax Return is filed, if necessary, after completion of the dispute resolution process, and (ii) Seller shall not be liable required to pay an amount in respect of VAT until such time as, provide to Buyer any documentation relating solely to persons other than Transferred Entities and to the extent that it any such Tax Return or documentation relates to both Transferred Entities and Persons other than Transferred Entities, Seller shall (or any member of its VAT group which is the representative member (or equivalentwhere practicable) provide a redacted version of such VAT group for VAT purposes Tax Return or documentation containing information relating solely to Transferred Entities; (C) Buyer shall procure that the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 relevant Transferred Entity shall pay to the Lessee representative member of the relevant VAT Group an amount equal to such amount, proportion of any VAT (if any) for which the representative member of the relevant VAT Group is accountable as is attributable to supplies, as the Lessor shall determine will leave the Lessor in no better deemed supplies, acquisitions and no worse a position than the Lessor importations made by or to (or which would have been treated for VAT purposes, if the relevant Transferred Entity was registered for VAT in if no payment had its own name, as having been made by or to) the Lessee relevant Transferred Entity, after taking into account such amount of Input Tax as is properly attributable to the Lessor under this clause 8.11. 8.11.3 If the Lessor makes any supply for VAT purposes pursuant to such supplies, deemed supplies, acquisitions 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 importations (save except to the extent that the Lessor is entitled relevant Transferred Entity has already been paid or otherwise compensated for such amount), such payment to be indemnified made no later than three Business Days before the representative member of the relevant VAT Group accounts to the relevant Government Entity for such VAT; and (D) to the extent that the representative member of the relevant VAT Group obtains a refund (by way of credit or repayment) from any Government Entity 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 VAT which is payable has been incurred (or which would have been treated for VAT purposes, if the relevant Transferred Entity was registered for VAT in respect of that supply its own name, as having been incurred) by any Transferred Entity (and has not been the subject of bad debt relief together with interest on an amount equal reimbursed or otherwise compensated by any Seller Affiliate) and which is properly attributable 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 supply, deemed supply, acquisition or the date upon which bad debt relief is receivedimportation, 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 Seller shall procure that the Representative Member shall, representative member of the relevant VAT Group shall pay to the relevant Transferred Entity an amount equal to such recovery VAT, such payment to be made on the Lessee day on which the representative member submits the VAT return claiming the refund (where the refund is by way of credit only) and five Business Days after it obtains the repayment (where the refund is by way of repayment only or both credit and repayment), provided that no payment shall be required to the extent such payment will not prejudice the retention of that such VAT bad debt reliefhas been taken into account in any payment made by Buyer under (C) above. (iv) The provisions of Annex 6.5 shall apply.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 10.9.1 If the Lessor makes any supply to the Lessee for VAT Value Added Tax purposes pursuant to or in connection with this Agreement Lease or any of the other Transaction Relevant Documents or any transaction or document contemplated herein or therein, the Lessee shall promptly upon receipt of a valid VAT invoice (save to the extent or other evidence that the Lessor is entitled has been obliged to be indemnified in respect of that account for 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, accordance with applicable law) pay on demand to the Lessor an amount equal to the aggregate of any VAT Value Added Tax which is payable in respect of that supply supply. 10.9.2 If and has not been to the subject extent that any payment or other consideration to be made or furnished by the Lessor to any person, other than the Lessee, pursuant to or in connection with this Lease or any of bad debt relief together with interest on the other Relevant Documents or any transaction or document contemplated herein or therein may be increased or added to by reference to (or as a result of any increase in the rate of) any Value Added Tax, the Lessee shall pay to the Lessor within ten (10) days of demand an amount equal to any VAT payable Value Added Tax in relation thereto that proves to be Irrecoverable VAT. 10.9.3 No payment or other consideration to be made or furnished by the Lessor to the Lessee pursuant to or in connection with this Lease or any of the other Relevant Documents or any transaction or document contemplated herein or therein may be increased or added to by reference to (or as the result of any increase in the rate of) any Value Added Tax which shall be or may become chargeable in respect of the taxable 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, question provided that if an amount in respect of bad debt relief is subsequently recovered by the Lessor or the Representative Member which determines in good faith that any amount of such Value Added Tax is attributable not Irrecoverable VAT it shall, promptly following such determination, pay 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 such recovery the amount of that Value Added Tax determined not to be Irrecoverable VAT, and on presentation of a valid VAT invoice by the Lessee. 10.9.4 The Lessee and the Lessor agree to the extent such payment will co-operate with a view to minimising any Irrecoverable VAT suffered by either party under any transaction or document contemplated by any Relevant Document but so that neither party shall be required to do anything which would not prejudice the retention of such VAT bad debt reliefbe good business practice and legal or which would involve any adverse consequences to it.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under this Agreement AbbVie and the other Transaction Documents are calculated without regard to VAT. If Allergan consider that any such payment constitutes the whole or any part of the amounts payable hereunder do not represent consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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, . If and to the extent that it any relevant Tax Authority determines that any AbbVie Reimbursement Payment is consideration for a taxable supply and that Allergan (or any member of its a VAT group Group of which Allergan is the representative member (or equivalenta member) of such VAT group is liable to account to a Tax Authority for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of such supply and such VAT paid by is Irrecoverable VAT, then: (a) the Lessor or the Representative Member pursuant to this Agreement or any of the Transaction Documents at any time AbbVie Reimbursement Payment 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 deemed 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 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 a member to a Tax Authority in addition to the AbbVie Reimbursement Payment, in accordance with applicable VAT Law (subject to the provisions of Section 3.4(b) and (c) below); (b) the sum of the total amount payable in respect by Allergan by way of that supply and has not been the subject of bad debt relief any AbbVie Reimbursement Payment, together with interest on an amount equal to any Irrecoverable VAT payable arising in respect of the supply at LIBOR ascertained 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 date on which such VAT was accounted for sum of which, when combined with any Allergan Irrecoverable VAT, exceeds the Cap, AbbVie shall repay to HMRC for Allergan, by way of a reduction in the period from that date until the date amount of the Lessor’s certificate or the date upon which bad debt relief is receivedAbbVie Reimbursement Payment, provided that if an amount necessary to ensure that the sum of the total remaining AbbVie Reimbursement Payment combined with any Allergan Irrecoverable VAT arising in respect connection with such does not exceed the Cap. AbbVie shall (and shall procure that any applicable member of bad debt relief the AbbVie Group shall) accommodate any reasonable action that Allergan requests, in writing and without delay, to avoid, dispute, defend, resist, appeal or compromise any determination of a Tax Authority that the AbbVie Reimbursement Payment is subsequently recovered by consideration for a taxable supply for VAT purposes and/or that Allergan or any member of the Lessor or Allergan Group is liable to account to the Representative Member which is attributable to relevant Tax Authority for VAT in respect of which the Lessee has made a payment under this clause 8.11.3 the Lessor shall, such supply and/or that all or shall procure that the Representative Member shall, pay an amount equal to such recovery to the Lessee to the extent such payment will not prejudice the retention any part of such VAT bad debt reliefis Irrecoverable VAT.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under this Agreement Aon and the other Transaction Documents are calculated without regard to VAT. If WTW consider that any such payment constitutes the whole or any part of the Reimbursement Payments payable hereunder do not represent consideration for a taxable or deemed taxable supply, the amount of supply for VAT purposes and agree to use all reasonable endeavours to secure that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the any Reimbursement Payments should not represent consideration for a taxable supply for VAT purposes (including not taking any contrary position in question against delivery of an appropriate VAT invoice provided that the Lessor shall not be liable to pay an amount any Tax filing or return or in respect of VAT until such time as, any correspondence with any Tax Authority). If and to the extent that it any relevant Tax Authority determines in writing that any Reimbursement Payment made by Aon or WTW, as the case may be, is consideration for a taxable supply and that WTW or Aon, as the case may be (or any member of its a VAT group Group of which WTW or Aon is the representative member (or equivalent) of such VAT group a member), is liable to account to a Tax Authority for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of such supply and such VAT paid by is Irrecoverable VAT, then: (a) in the Lessor or the Representative Member pursuant to this Agreement or any case of the Transaction Documents at any time an Aon Reimbursement Payment: (i) such Aon Reimbursement Payment 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 deemed 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 exclusive of any VAT and any VAT shall be due and payable by WTW or the relevant member of a VAT Group of which WTW is a member in addition to the Aon Reimbursement Payment, in accordance with applicable VAT Law (subject to the provisions of Sections 3.4(a)(ii) and 3.4(a)(ii) below); (ii) the sum of the total amount payable in respect by WTW by way of that supply and has not been the subject of bad debt relief any Aon Reimbursement Payment, together with interest on an amount equal to any Irrecoverable VAT payable arising in respect of the supply at LIBOR ascertained for which the Aon Reimbursement Payment is determined by a Tax Authority to be consideration (“WTW Irrecoverable VAT”), shall not exceed the Aon Reimbursement Cap and the total amount of the Aon Reimbursement Payment shall be reduced to ensure such; and (iii) to the extent that WTW has already paid amounts in respect of any Aon Reimbursement Payment the sum of which, when combined with any WTW Irrecoverable VAT, exceeds the Aon Reimbursement Cap, Aon shall, as soon as practicable, repay to WTW, by way of a reduction in the amount of the Aon Reimbursement Payment, an amount necessary to ensure that the sum of the total remaining Aon Reimbursement Payment combined with any WTW Irrecoverable VAT arising in connection with such does not exceed the Aon Reimbursement Cap. (b) in the case of a WTW Reimbursement Payment: (i) such WTW Reimbursement Payment shall be deemed to be exclusive of any VAT and any VAT shall be due and payable by Aon or the relevant member of a VAT Group of which Aon is a member in addition to the WTW Reimbursement Payment, in accordance with applicable VAT Law (subject to the provisions of Sections 3.4(b)(ii) and 3.4(b)(iii) below); (ii) the sum of the total amount payable by Aon by way of any WTW Reimbursement Payment, together with any Irrecoverable VAT arising in respect of the date on supply for which such VAT was accounted for the WTW Reimbursement Payment is determined by a Tax Authority to HMRC for be consideration (“Aon Irrecoverable VAT”), shall not exceed the period from that date until WTW Reimbursement Cap and the date total amount of the Lessor’s certificate or WTW Reimbursement Payment shall be reduced to ensure such; and (iii) to the date upon which bad debt relief is received, provided extent that if an amount Aon has already paid amounts in respect of bad debt relief any WTW Reimbursement Payment the sum of which, when combined with any Aon Irrecoverable VAT, exceeds the WTW Reimbursement Cap, WTW, as soon as practicable, shall repay to Aon, by way of a reduction in the amount of the WTW Reimbursement Payment, an amount necessary to ensure that the sum of the total remaining WTW Reimbursement Payment combined with any Aon Irrecoverable VAT arising in connection with such does not exceed the WTW Reimbursement Cap. Each Party shall (and shall procure that any applicable member of the Aon Group or WTW Group, as the case may be, shall) accommodate any reasonable action that the other Party requests (such Party, the “Requesting Party”), in writing and without delay, to avoid, dispute, defend, resist, appeal or compromise any determination of a Tax Authority that the applicable Reimbursement Payment is subsequently recovered by consideration for a taxable supply for VAT purposes and/or that the Lessor Requesting Party or any member of the WTW Group or the Representative Member which Aon Group, as the case may be, is attributable liable to account to the relevant Tax Authority for VAT in respect of which the Lessee has made a payment under this clause 8.11.3 the Lessor shall, such supply and/or that all or shall procure that the Representative Member shall, pay an amount equal to such recovery to the Lessee to the extent such payment will not prejudice the retention any part of such VAT bad debt reliefis Irrecoverable VAT.

VAT. 8.11.1 Save where expressly provided (i) Subject to the contrarySection 6.5(k)(ii), all payments made pursuant to this Agreement are exclusive of VAT. Any VAT imposed on the transfers of the Purchased Assets and Assumed Liabilities to Purchaser (or any of the Purchaser Designated Affiliates) shall be charged to Purchaser (or the relevant Purchaser Designated Affiliate) in addition to the Purchase Consideration. Purchaser (or the relevant Purchaser Designated Affiliate) shall pay any such VAT upon receipt of the relevant VAT invoices, if such invoice is required under applicable Law. Purchaser and Seller Parent shall, and shall cause their respective Affiliates to, exercise commercially reasonable efforts to satisfy all compliance obligations necessary in order to treat any such transfer as a transfer of a going concern for VAT purposes where permissible under applicable Law. Where Seller Parent has treated, or caused its Affiliates to treat, a transaction under this Agreement as a transfer of a going concern or otherwise exempt from or outside the scope of VAT and the other Transaction Documents are calculated without regard it receives notice that a Taxing Authority disagrees with that treatment, it shall promptly notify Purchaser and reasonably cooperate with Purchaser to VATcontest such disagreement upon Purchaser’s request, provided that Purchaser shall indemnify Seller Parent in respect of any costs, expenses, fees or Taxes incurred in connection with such contest. If Seller Parent shall issue (or shall cause to be issued) any such payment constitutes the whole invoice necessary and reasonably cooperate with Purchaser and its Affiliates to provide information and documentation necessary for Purchaser and its Affiliates to comply with its VAT obligations under applicable Law. For clarity, this Section 6.5(k)(i) does not apply to any VAT imposed on any transaction or any step forming part of the Seller Internal Restructurings or the Purchaser Internal Restructurings. Seller Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Seller Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such VAT and Purchaser Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Purchaser Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such VAT. (ii) The Purchaser Parent Termination Fee is inclusive of any amounts in respect of VAT thereon but subject to the calculations set out in this Section 6.5(k) (ii). The Parties intend, and shall use reasonable efforts to secure, that the Purchaser Parent Termination Fee, being compensatory in nature, is not and will not be treated for VAT purposes as consideration for a taxable supply. If a Taxing Authority determines that the Purchaser Parent Termination Fee is, in whole or deemed taxable supplyin part, consideration for a Tax supply for VAT purposes, then: (A) if Purchaser Parent (or any other member of the VAT group to which it belongs) is liable to account for any VAT on the Purchaser Parent Termination Fee under a VAT reverse charge mechanism, the amount of that payment the Purchaser Parent Termination Fee shall be increased reduced so that the sum of (x) the Purchaser Parent Termination Fee (as so reduced), and (y) any VAT reverse charge thereon which Purchaser Parent (or any other member of the VAT group to which it belongs) is not entitled to recover (by an amount way of credit or repayment) as input tax, is equal to the unreduced amount of VAT which is chargeable in respect the Purchaser Parent Termination Fee. In that scenario, Purchaser Parent shall be responsible for complying with all obligations relating to that reverse charge imposed by the Laws of the taxable supply jurisdiction in question against delivery of an appropriate which the VAT invoice provided that is accountable under the Lessor shall not be reverse charge mechanism; and (B) if Seller Parent is liable to pay an amount in respect of account for any VAT until such time ason the Purchaser Parent Termination Fee, and then to the extent that it such VAT is recoverable (by way of credit or repayment) as input tax by Purchaser Parent (or any other member of its the VAT group to which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdomit belongs), in which case such payment the amount of the Purchaser Parent Termination Fee shall be made as soon as practicable after the credit is received. 8.11.2 If increased such that, less any amount in respect of VAT paid by the 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 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 thereof, it equals the amount of which the Lessee has made a payment Purchaser Parent Termination Fee before taking into account any adjustment under this clause 8.11.3 the Lessor shall, or shall procure that the Representative Member shall, pay an amount equal to such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefSection 6.5(k)(ii)(B).

VAT. 8.11.1 Save where expressly provided 7.1 Where pursuant to the contraryterms of this Agreement, all payments made under this Agreement any party (the "SUPPLIER") makes a supply to any other party (the "RECIPIENT") for VAT purposes and the other Transaction Documents are calculated without regard to VAT. If any VAT is chargeable on such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment Recipient shall be increased by an amount pay to the Supplier (in addition to any other consideration for such supply) 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 which is chargeable in respect of without incurring any interest or penalties, and the taxable supply in question against delivery of an appropriate Supplier shall provide the Recipient with a valid tax invoice for VAT invoice provided purposes. 7.2 Any obligation to reimburse or pay another party's expenditure extends to irrecoverable VAT on that expenditure and the Lessor shall not be person liable to pay an shall also reimburse or pay such VAT. 7.3 If either party (the "PAYER") has paid any amount in respect of VAT until under this Clause 7 to the other party (the "PAYEE") on the basis that: 7.3.1 The Transaction in respect of which such time asamount was paid gave rise to a supply made by the Payee to the 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 Payer PROVIDED THAT, if the payee has already accounted to H M Customs & Excise for VAT in respect of the said transaction on the basis that such transaction gave rise to a taxable supply for VAT purposes, the Payee shall only be obliged to repay such amount to the Payer if and to the extent that it (is able to obtain repayment or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 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 from H M Customs & Excise in respect of the supply at LIBOR ascertained VAT it has accounted to them, and in respect such a case, the Payee shall use all reasonable endeavours to obtain such repayment or credit from H M Customs & Excise, and the Payee shall only be obliged to repay such amount to the Payer as aforesaid within three working days following receipt by the Payee of the said repayment from H M Customs & Excise or three working days following the date on which such VAT was accounted for to HMRC for the period from that date until Payee has fully utilised the date of said credit (as 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefcase may be).

VAT. 8.11.1 Save where expressly provided (a) Section 6.5(k)(i) is hereby amended and restated in its entirety to state: (i) Notwithstanding anything to the contrarycontrary in this Agreement, subject to Section 6.5(k)(ii), (A) all payments made under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the Lessor or the Representative Member pursuant to this Agreement are exclusive of VAT and (B) any VAT imposed on the transfers of the Purchased Assets and Assumed Liabilities and the Purchaser Business to Purchaser (or any of the Transaction Documents at any time Purchaser Designated Affiliates) shall be Irrecoverable VAT charged to Purchaser (or 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 relevant Purchaser Designated Affiliate) in addition to, in the calculation case of such Irrecoverable VAT pursuant to the proviso Purchased Assets and Assumed Liabilities, the Purchase Consideration and, in the definition case of “Irrecoverable VAT”the Purchaser Business, the Lessor consideration referred to in the description of the Purchaser Contribution. Purchaser (or the relevant Purchaser Designated Affiliate) shall pay to any such VAT upon receipt of the Lessee such amountrelevant VAT invoices, if anysuch invoice is required under applicable Law. Purchaser, Purchaser Parent and Seller Parent shall, and shall cause their respective Affiliates to, exercise commercially reasonable efforts to satisfy all compliance obligations necessary in order to treat any such transfer 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 transfer of a going concern for VAT purposes pursuant where permissible under applicable Law. Where Seller Parent or Purchaser Parent has treated, or caused its Affiliates to treat, a transaction under this Agreement as a transfer of a going concern or otherwise exempt from or outside the scope of VAT and it receives notice that a Taxing Authority disagrees with that treatment, it shall promptly notify Purchaser and reasonably cooperate with Purchaser to contest such disagreement upon Purchaser’s request, provided that Purchaser shall indemnify Seller Parent or Purchaser Parent (as the case may be) in respect of any costs, expenses, fees or Taxes incurred in connection with this Agreement or any such contest. Seller Parent in the case of the other Transaction Documents Purchased Assets and Assumed Liabilities and Purchaser Parent in the case of the Purchaser Business shall issue (or shall cause to be issued) any invoice necessary and reasonably cooperate with Purchaser and its Affiliates to provide information and documentation necessary for Purchaser and its Affiliates to comply with its VAT obligations under applicable Law. For clarity, this Section 6.5(k)(i) does not apply to any VAT imposed on any transaction or document contemplated herein step forming part of the Seller Internal Restructurings or therein, the Lessee Purchaser Internal Restructurings. Seller Parent shall (save to be solely responsible for any VAT imposed on any transaction or step forming part of the extent that Seller Internal Restructurings and the Lessor is entitled to be indemnified costs of preparing and filing any Tax Returns in respect of that any such VAT by an increased payment under clause 8.11.1 above) at such time as and Purchaser Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Lessor certifies to Purchaser Internal Restructurings and the Lessee that costs of preparing and filing any amount of VAT payable Tax Returns in respect of that supply has not been paid to any such VAT. Notwithstanding 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 reliefforegoing, pay on demand to the Lessor an amount equal to the aggregate of any VAT which is payable in respect of that supply and has not been imposed on any transaction or step set out under the subject of bad debt relief together with interest heading “Alternate Steps” on an amount equal to any VAT payable in respect Exhibit A of the supply at LIBOR ascertained in respect Tax Indemnity Side Letter and which would not have been imposed upon the consummation of the date steps set out under the heading “Original Steps” on which such VAT was accounted for to HMRC for the period from that date until the date Exhibit A 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 Tax Indemnity Side Letter shall be governed by the Lessor or terms of the Representative Member which is attributable to VAT in respect of which the Lessee has made a payment under Tax Indemnity Side Letter, and this clause 8.11.3 the Lessor shall, or Section 6.5(k)(i) shall procure that the Representative Member shall, pay an amount equal not apply to such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefVAT.”

VAT. 8.11.1 Save where expressly provided to (a) Where under the contrary, all payments made under terms of this Agreement and the other Transaction Documents are calculated without regard one party is liable to VAT. If any such payment constitutes the whole indemnify or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable reimburse another party in respect of any costs, charges or expenses, the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 VAT which is payable in respect of that supply and has not been the subject of bad debt relief together with interest on include an amount equal to any VAT payable in respect thereon not otherwise recoverable by the other party or the representative member of any VAT group of which it forms part. (b) To the extent applicable and legally possible, the Parties shall seek and cooperate to treat the sale and transfer of the supply at LIBOR ascertained Mamba Assets and Mamba Liabilities in respect the relevant jurisdictions as a non-VATable transfer of a going concern and provide each other with all relevant information for that purpose. The Parties agree to determine to what extent (i) the execution of the date on which transactions contemplated under this Agreement are subject to VAT, and (ii) such VAT was accounted for is owed by Parent (or its relevant Affiliate, as applicable), or by Purchaser (or any of Purchaser’s Affiliates), in each case prior to HMRC for Closing; if and to the period from that date until extent the date Parties fail to reach such an agreement, the reasonable opinion of Parent’s tax advisor on such treatment shall be applied at Closing reflected in any invoices to be issued on the Closing Date and VAT returns to be filed by the Parties and their Affiliates, in particular with respect to the sale and transfer 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 Mamba Assets and Mamba Liabilities. If any payment under this clause 8.11.3 Agreement (based on the Lessor shall, or shall procure that the Representative Member shall, pay an amount equal to such recovery determination pursuant to the Lessee preceding sentences) constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall provide to the payer a valid VAT invoice complying with applicable VAT laws, and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due. Notwithstanding the foregoing, if VAT is triggered by the waiver of an exemption applicable to the sale of the Shares or any receivables pursuant to this Agreement by Parent, the Transferred Companies or any of their respective Affiliates, the respective amount paid under this agreement shall be inclusive of VAT except to the extent such payment will VAT is recoverable or creditable by the Purchaser or any of its Affiliates. (c) If a VAT amount actually payable as a consequence of the execution of the transactions contemplated by this Agreement turns out to be higher or lower than the amount shown on the relevant invoice issued by Parent (or its relevant Affiliate, as applicable) (including if no VAT has been invoiced at all) due to (i) an assessment after Closing of a competent Tax authority, or (ii) for any other reason identified and agreed (acting reasonably) by the Parties after Closing, the Parties shall make appropriate declarations and filings with the relevant Tax authorities, amend any invoices (to the extent required by applicable VAT laws), provide to the respective other Party any requested information and copies of relevant documents and make any required payments to each other and the Tax authorities, respectively, in each case without undue delay. For avoidance of doubt, if VAT is assessed by a competent Tax authority, Parent shall provide the Purchaser with a valid VAT invoice and Purchaser shall pay to Parent any VAT due in accordance with Section 7.11(b) above, including in each case any interest or penalties assessed; provided, however, if the Parties fail to reach an agreement on the treatment of any transaction at Closing, the Parties file in accordance with Parent’s determination as to such matter as required under Section 7.11(b), and VAT is assessed on such transaction by a competent Tax authority as administered in accordance with this Section 7.11(c), then Parent shall be responsible for and pay any such interest or penalties assessed solely to the extent that they arise as a result of, or are attributable to, the application of the treatment selected by Parent at Closing. (d) Any reference in this Section 7.11 to any Party or entity shall, at any time when such Party or entity 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, where appropriate, as receiving the supply, under VAT grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented the relevant European member state) or any other similar provision in any jurisdiction that is not prejudice a member state of the retention European Union, so that a reference to a Party or entity shall be construed as a reference to that Party, entity or the relevant group or unity (or fiscal unity) of which that Party or entity is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such VAT bad debt reliefgroup or unity (or fiscal unity) at the relevant time (as the case may be).

VAT. 8.11.1 Save where expressly provided 12.1 To the extent that HM Customs & Excise determine in writing that VAT is chargeable on the receipt by a Significant Creditor of its Compromise Entitlement in exchange for its Released Claims pursuant to the contrary, all payments made under this Agreement and the other Transaction Documents are calculated without regard Members’ Scheme, such VAT shall be payable by the Parent subject as hereinafter provided. In the event that the Members’ Scheme lapses and the Creditors’ Scheme becomes effective, then Newco 1 and Newco 2 (or, if applicable, the relevant representative member of their VAT group) shall pay such VAT as hereinafter provided. 12.2 Promptly upon becoming aware of such written determination such Significant Creditor shall provide to VAT. If any such payment constitutes the whole or any part Parent (or, in the event that the Members’ Scheme lapses and the Creditors’ Scheme becomes effective, Newco 1 and Newco 2 (or, if applicable, the relevant representative member of their VAT group)) a valid VAT invoice in respect of the consideration for a taxable relevant supply or deemed taxable supplysupplies, stating, inter alia, the amount of VAT chargeable on the said receipt together with a copy of the said written determination. 12.3 The Parent (or, in the event that payment the Members’ Scheme lapses and the Creditors’ Scheme becomes effective, Newco 1 and Newco 2 (or, if applicable, the representative member of their VAT group)) shall be increased by an amount equal pay to TPL the amount of VAT which is chargeable two Business Days following receipt in cleared funds of a VAT repayment or two Business Days after obtaining a credit from HM Customs & Excise in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 anypayable hereunder, as the Lessor shall determine will leave case may be. A credit is obtained for 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 purposes of 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 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 the Parent, Newco 1 or Newco 2 (or, if applicable their representative member, as the case may be) submits a VAT return on which such credit is claimed. The Parent (or, in the event that the Members’ Scheme lapses and the Creditors’ Scheme becomes effective, Newco 1 and Newco 2 (or, if applicable, the representative member of their VAT group)) shall use all reasonable endeavours to obtain such VAT was accounted for to HMRC for the period from that date until the date repayment or credit as soon as possible after receipt 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 VAT invoice referred 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefabove.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under 1.1 All amounts expressed in this Agreement as being payable by any Party hereto are expressed exclusive of any VAT which may be chargeable thereon and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment any such VAT shall be increased payable in addition thereto in accordance with this Clause 13. Purchaser 1 confirms that it shall be liable to pay VAT in Ireland on the acquisition of the Assets and it will self-account for such VAT within any applicable time limits and will provide evidence of having self-accounted for such VAT to the Purchasers within 30 Business Days of Completion. Purchaser 1 shall provide details of its VAT registration (including its registration number) to the Sellers on Completion. 1.2 In the event that HMRC determine that VAT is chargeable on the sale of the Assets hereunder or any of them then the Sellers shall immediately notify the Purchasers of such determination (the “Determination”) and the Purchasers, within 10 Business Days of being notified of the Determination, may give written notice to the Sellers that they require the relevant Seller(s) to request a review by HMRC (the “Review”) of the Determination and the relevant Seller(s) shall, as soon as reasonably practicable, request HMRC to undertake a Review provided that all third party costs incurred by the Sellers under this Clause 13.2 shall be paid by the Purchasers within ten Business Days of such costs being notified by the Sellers to the Purchasers. 1.3 A Seller shall, on receiving the decision of HMRC arising out of a Review (the “Decision”), promptly notify (and provide a copy to) the Purchasers of the Decision and the Purchasers may give written notice to the Sellers within 10 Business Days of being notified of the Decision that it requires the Seller to make an appeal against the Decision and in such manner as the Purchasers shall reasonably request from time to time provided that: (i) all third party costs incurred by the Sellers under this Clause 13.3 shall be paid by the Purchasers within ten Business Days of such costs being notified by the Sellers to the Purchasers; and (ii) the Purchasers shall be required to pay to the Sellers an amount equal to the amount of outstanding VAT which that is chargeable in respect of required to be paid by the 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 Sellers prior to the extent that it (or any member of its VAT group which is the representative member (or equivalent) filing of such VAT group for VAT purposes an appeal. 1.4 If: (a) the Purchasers have not exercised their rights under Clause 13.2; (b) the Purchasers have not exercised their rights under Clause 13.3; or (c) the court or tribunal to which the final appeal has been made under Clause 13.3 has made its decision (the “Representative MemberFinal Decision”)) receives a credit for such VAT as “input tax”, as defined in sub-section (1) of section 24 of VATAthe Purchasers shall pay, under sections 25 and 26 of VATA (or the equivalent in any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 subject to the extent that no adjustment has been made in the calculation receipt of such Irrecoverable a valid VAT pursuant invoice, 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 each Seller an amount equal to the aggregate of VAT for which the Seller is required to finally account to HMRC (plus any VAT amount constituting interest and/or penalties for which is payable the Purchasers are liable in respect of that supply and has such VAT) (the “Final VAT Amount”) or account for such Final VAT Amount under the reverse charge procedure (as applicable), in each case less any amount previously paid under Clause 13.3(ii) or if the amount previously paid under Clause 13.3(ii) exceeds the Final VAT Amount, the Sellers shall pay to the Purchaser: (i) in a case where the Sellers have not been accounted to HMRC for the subject of bad debt relief together with interest on VAT, an amount equal to any VAT payable in respect the excess within 10 Business Days of being notified of the supply at LIBOR ascertained decision or Final Decision (as the case may be); or (ii) in respect of a case where the date on which such VAT was Sellers have accounted for to HMRC for the period VAT (in which case the Sellers shall use all reasonable endeavours to obtain from that date until the date HMRC a repayment of the Lessor’s certificate or overpaid VAT and interest payable on it), the date upon which bad debt relief is receivedamount recovered from HMRC (including any interest so recovered) within 10 Business Days of the repayment of VAT from HMRC, and in each case, deliver to each Purchaser a valid credit note for VAT purposes provided that if an amount in respect of bad debt relief is subsequently recovered all third party costs incurred by the Lessor or the Representative Member which is attributable to VAT in respect of which the Lessee has made a payment Sellers under this clause 8.11.3 Clause 13.4 shall be paid by the Lessor shall, or shall procure that Purchasers within ten Business Days of such costs being notified by the Representative Member shall, pay an amount equal to such recovery Sellers to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefPurchasers.

VAT. 8.11.1 Save where expressly provided (i) Subject to Section 7.4(b)(ii), the contrary, consideration specified for all payments supplies of goods and services made or deemed to be made under or in connection with the consummation of the transactions contemplated by this Agreement Agreement, the Implementing Agreements and the other Transaction Documents are calculated without regard to Transition Agreements shall be exclusive of VAT. If Ashland and Buyer shall procure that any such payment constitutes of their respective Affiliates receiving the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 amountPerson making that supply (in addition to the specified consideration) all VAT for which the Person making the supply is required by any Taxing Authority to charge VAT in relation to that supply. All VAT payable under this Agreement, if anythe Implementing Agreements and the Transition Agreements shall be paid two (2) Business Days before that Person has to account for the same, as and the Lessor supplier shall determine provide a properly completed and executed VAT invoice in accordance with applicable Tax Law. (ii) The parties intend that any sale of the Conveyed Assets within the EU 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 be treated by the Lessee relevant Taxing Authority as a TOGC and the parties shall use their reasonable efforts to procure that any such sale is so treated. This obligation shall not require Ashland to make any appeal to any tribunal or court of law against any determination of any Taxing Authority that the Lessor under this clause 8.11sale does not amount to a TOGC, unless Buyer has timely notified Ashland that it requires such appeal or challenge to be made and that it agrees to indemnify Ashland against all irrecoverable costs and expenses that Ashland may incur by taking any such required action. 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 aboveiii) 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 Ashland 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 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 Buyer shall procure that the Representative Member shallPerson retaining at the Closing the VAT records relating to the Business shall preserve such records for such periods as may be required by the relevant Tax Law and during such periods shall permit the other party or its agents at all reasonable times and subject to reasonable written notice to inspect and take copies of such records at the cost of the Person requesting such inspection and/or copies. (iv) If it is finally determined by the relevant Taxing Authority that any sale of the Conveyed Assets under this Agreement does not constitute a TOGC, pay then Buyer shall procure that the VAT chargeable shall be paid by the relevant Affiliate to Ashland two (2) Business Days before Ashland has to account for the same and against production of a properly completed and executed VAT invoice in accordance with applicable Tax Law and any VAT records provided by Ashland to Buyer or Buyer’s Affiliate shall be returned to Ashland. Buyer shall indemnify or procure that such Affiliate shall indemnify Ashland on an amount equal after Tax basis against any penalty and interest charges incurred by Ashland to any Taxing Authority in relation to such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefVAT.

VAT. 8.11.1 Save where expressly provided to (i) VAT on the contrary, all payments made Reimbursement Payment. Parent and the Company consider that any amounts payable under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the Section 9.2 do not represent consideration for a taxable or deemed taxable supply, the amount of supply for VAT purposes and agree to use all reasonable efforts to secure that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the any Reimbursement Payment should not represent consideration for a taxable supply for VAT purposes (including not taking any contrary position in question against delivery of an appropriate VAT invoice provided that the Lessor shall not be liable to pay an amount any Tax filing or return or in respect of VAT until such time as, any correspondence with any Tax Authority). If and to the extent that it any relevant Tax Authority determines that any Reimbursement Payment is consideration for a taxable supply made to the Company and that the Company (or any member of its a VAT group Group of which the Company is the representative member (or equivalenta member) of such VAT group Parent is liable to account to a Tax Authority for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of such supply, then: (A) the Reimbursement Payment shall be deemed to be exclusive of any such applicable VAT paid and any such VAT shall be due and payable by the Lessor or the Representative Member pursuant to this Agreement Company (or any member of a VAT Group of which 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 Company is a member) in addition to the extent that no adjustment has been made in Reimbursement Payment to Parent (where Parent is liable to account to a Tax Authority for the calculation VAT) immediately upon receipt of such Irrecoverable a valid 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.invoice; 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 B) to the extent that the Lessor VAT is entitled to be indemnified in respect Irrecoverable VAT for the Company (or any member of that a VAT Group of which the Company is a member) the sum of the total amount payable 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 Company by way of any VAT which is payable in respect of that supply and has not been the subject of bad debt relief Reimbursement Payment, together with interest on an amount equal to any Irrecoverable VAT payable arising in respect of the supply at LIBOR ascertained for which the Reimbursement Payment is consideration (“Company Irrecoverable VAT”), shall not exceed the Cap and the total amount of the Reimbursement Payment shall be reduced to ensure such; (C) to the extent that the Company has already paid amounts in respect of any Reimbursement Payment the date on which such VAT was accounted for sum of which, when combined with any Company Irrecoverable VAT, exceeds the Cap, Parent shall repay to HMRC for the period from that date until Company, by way of a reduction in the date amount of the Lessor’s certificate or the date upon which bad debt relief is receivedReimbursement Payment, provided that if an amount necessary to ensure that the sum of the total remaining Reimbursement Payment combined with any Company Irrecoverable VAT arising in respect of bad debt relief is subsequently recovered by connection with such does not exceed the Lessor or Cap; and (D) 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 Company shall (and shall procure that any applicable member of the Representative Member Company Group shall) accommodate any reasonable action that Parent requests, pay an amount equal in writing and without delay, to such recovery to the Lessee to the extent such payment will not prejudice the retention avoid, dispute, defend, resist, appeal or compromise any determination of a Tax Authority that any Reimbursement Payment is consideration for a taxable supply for VAT purposes or that all or any part of such VAT bad debt reliefis Irrecoverable VAT.

VAT. 8.11.1 Save where expressly provided 19.1 All amounts expressed in this Agreement as being payable by or to the contrary, all payments made under this Agreement Purchaser are expressed exclusive of any Value Added Tax which may be chargeable thereon and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment any such Value Added Tax shall be increased payable in addition thereto subject as hereinafter provided. 19.2 The parties intend that the Business shall be transferred as a going concern for the purposes of Section 49 VATA 1994 and Article 5 of the VAT Order and accordingly application shall be made to H.M. Customs & Excise to obtain a direction that all records referred to in Section 49 VATA 1994 may be retained by an amount equal the Vendor. The Vendor undertakes to preserve those records in such a manner and for such periods as may be required by law and to give to the Purchaser as from the Completion Date reasonable access during normal business hours to such records. 19.3 Both the Vendor and the Purchaser shall use all reasonable endeavours to secure that the sale of the Business is treated under the VAT Order as neither a supply of goods nor a supply of services and accordingly that no VAT shall be payable under Clause 19.1, and within 7 days of the date hereof (a) the Vendor shall write in terms agreed with the Purchaser to H M Customs & Excise seeking confirmation of that treatment and (b) the Purchaser shall supply to the Vendor evidence satisfactory to the Vendor of the registration of the Purchaser for VAT purposes. 19.4 If and to the extent that H.M. Customs & Excise have before the Completion Date expressly indicated that the sale of the Business cannot be treated in the manner contemplated by Clause 19.3, or if the Purchaser shall have indicated that it no longer intends to carry on the Business in the same manner as the Vendor for the purposes of the VAT Order, the Purchaser shall (against production of tax invoices in respect thereof and in addition to any amounts expressed in the Agreement to be payable by the Purchaser) pay on the Completion Date the amount of any VAT which is as a result of that indication may be chargeable in respect on the sale of the taxable supply in question against delivery of an appropriate VAT invoice provided that Business under the Lessor Agreement. If no such indication shall not be liable to pay an have been given before the Completion Date, then no amount in respect of VAT until such time asshall be paid by the Purchaser on the Completion Date, and but to the extent that it VAT shall subsequently be determined by H.M. Customs & Excise to be payable on the sale, the Purchaser shall in addition to any amount expressed in the Agreement to be payable by the Purchaser pay to the Vendor such VAT and any penalty or interest incurred by the Vendor for late payment thereof (other than where incurred due to the fault or negligence of the Vendor), such payment by the Purchaser to be made forthwith against evidence that the due date for payment of such tax has fallen due or will fall due within seven days, or if later against delivery by the Vendor to the Purchaser of the appropriate tax invoice. 19.5 If requested by the Purchaser, the Vendor shall make any member of its VAT group appeal which is reasonable and necessary against any determination of H.M. Customs & Excise that the representative member (or equivalent) sale is not going to be treated as the transfer of such VAT group for VAT purposes (a going concern, at the “Representative Member”)) receives a credit for such VAT as “input tax”, as defined in sub-section (1) sole cost and expense of section 24 of VATA, under sections 25 and 26 of VATA (or the equivalent in any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is receivedPurchaser. 8.11.2 19.6 If any amount paid by the Purchaser to the Vendor in respect of VAT paid by the 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 Agreement is subsequently found to have been paid in the definition of “Irrecoverable VAT”, the Lessor shall pay to the Lessee such amounterror and, 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 it has not been paid to the Lessor and having duly yet accounted for such VAT to HMRC Customs & Excise, the Vendor shall promptly repay such amount to the Purchaser. If the Vendor has already so accounted then it shall at the correct time expense of the Purchaser use all reasonable endeavours to obtain repayment from H.M. Customs & Excise and having duly claimed bad debt relief in respect of that VAT the Lessor either has not or has not fully received such relief, forthwith on receiving repayment from H.M. Customs & Excise shall pay on demand to the Lessor an Purchaser the amount equal to repaid together with the aggregate amount of any VAT which is interest 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefH M Customs & Excise.

VAT. 8.11.1 Save where expressly provided (a) The Purchase Price is exclusive of any applicable VAT. If any VAT is chargeable on the payment of the Purchase Price by General Motors or a Seller (or any of its Affiliates) and a Seller (or any of its Affiliates) is the VAT-taxpayer required to account to the contraryrelevant Tax Authority for that VAT, all payments made then the Buyer (or the relevant Affiliate of the Buyer) shall pay to that Seller (or the relevant Affiliate of Seller) the amount of that VAT in addition to the Purchase Price at Closing. Such Seller (or its relevant Affiliate, as applicable) shall issue to the Buyer (or the relevant Affiliate of Buyer) a VAT invoice in respect of such VAT. If any VAT is chargeable on any supply or service by General Motors or a Seller (or any of its Affiliates) and the Buyer (or any of its Affiliates) is the VAT-taxpayer required to account to the relevant Tax Authority for that VAT, then that VAT shall be solely borne by the Buyer and its Affiliates. General Motors or any Seller (or any of its Affiliates) shall not be responsible for irrecoverable VAT, and any irrecoverable VAT shall solely be borne by the Buyer and its Affiliates. No Seller (and none of its Affiliates) shall opt for VAT with respect to any Transactions (except as provided under Section 8.4(b) below). (b) The Parties, jointly, assume that the transactions contemplated by this Agreement in relation to the AOAG Contributed Assets and the AOAG Contributed Liabilities (in particular the contribution or the sale of the AOAG Contributed Assets by AOAG to New AOAG, and the acquisition of the AOAG Contributed Assets by New AOAG from AOAG pursuant to Sections 6.4(b) and 6.4(c) of this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part assumption by New AOAG of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal AOAG Contributed Liabilities from AOAG pursuant to the amount of VAT which is chargeable in respect of the 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, Sections 6.4(b) and to the extent that it (or any member of its VAT group which is the representative member (or equivalent6.4(c) of such VAT group this Agreement) constitute a transfer of a going concern for VAT purposes (for German purposes, Geschäftsveräußerung im Ganzen). Accordingly, the “Representative Member”Parties acknowledge and agree that VAT should not be chargeable on supplies pursuant to such transactions. The Buyer represents and warrants that after the Closing Date New AOAG will remain VAT taxable person and will operate and not merely liquidate the transferred going concern after the Closing Date. If, at any time, General Motors, the Buyer, AOAG or any of their Affiliates becomes aware that a Tax Authority is of a differing view, it shall notify the other Party as soon as reasonably practicable. In such event, the Parties, AOAG and their relevant Affiliates shall cooperate with each other and use all reasonable efforts to sustain the treatment of a transfer of a going concern for VAT purposes. Should, despite such efforts, a VAT become payable in connection with transactions contemplated by this Agreement in relation to the AOAG Contributed Assets and the AOAG Contributed Liabilities transferred to the Buyer (or Buyer Designee), Section 8.4(a) receives of this Agreement shall apply mutatis mutandis. Any interest, penalty, surcharge or other addition assessed by a credit for Tax Authority in connection with such VAT shall be shared and borne equally by AOAG and New AOAG except in the event that such interest, penalty, surcharge or other addition arises out of the Buyer’s representations and warranties in this Section being untrue or inaccurate, in which event such interest, penalty, surcharge or other addition shall be borne by New AOAG, in each case alone. With respect to the AOAG Contributed Assets and AOAG Contributed Liabilities, it is further stipulated that in case that the rules of the transfer of a going concern are not applied by a Tax Authority, AOAG hereby elects to apply VAT with respect to the German situs real estate as “input tax”, as defined in sub-section part of the AOAG Contributed Assets being sold by AOAG and acquired by New AOAG and New AOAG shall bear such VAT. (1c) of section 24 of VATA, under sections 25 The Parties shall consult and 26 of VATA agree at the latest 20 Business Days before Closing whether the Belgian Transferred Assets and the Belgian Transferred Liabilities transferred by General Motors Belgium NV to the Buyer (or the equivalent Buyer Designee) constitute a transfer of a going concern within the scope of Articles 11 and 18, §3, of the Belgian Value Added Tax Code (Wetboek van de belasting over de toegevoegde waarde) and, if so agreed, (i) Section 8.4(b) shall apply mutatis mutandis and (ii) Parties shall cooperate to implement such agreement including by establishing in any jurisdiction other than twofold the United Kingdom)document prescribed by Article 11 of Royal Decree No. 1 of December 29, in which case such payment 1992 “met betrekking tot de regeling voor de voldoening van de belasting over de toegevoegde waarde”. Otherwise, the provisions of Section 8.4(a) shall be made as soon as practicable after the credit is receivedapply. 8.11.2 If (d) Where required by Law or applicable on a voluntary basis, the Parties will initiate and pursue the notification procedure as foreseen in Art. 38 of the Swiss Federal Act on VAT (Meldeverfahren). To that effect, the Parties shall co-operate and within the applicable legal deadlines notify the Swiss Federal Tax Administration of the transfer of the Swiss Transferred Assets, and undertake in a timely manner all steps required by applicable Law in connection with such notification procedure. The Parties shall apply for an advance confirmation of the application of the coluntary notification procedure with the Swiss Federal Tax Administration prior to Closing. The Seller shall provide all information and documentation to the Buyer which is necessary to evidence the previous input VAT deductions and use of goods or services received. Should the notification not be applicable and/or any amount VAT become payable in respect of VAT paid connection with the transactions contemplated by the Lessor or the Representative Member pursuant to this Agreement or any the application 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 notification procedure in relation to the extent that no adjustment has been made in Swiss Transferred Assets and the calculation Swiss Transferred Liabilities, Section 8.4(a) of such Irrecoverable VAT pursuant this Agreement shall apply accordingly (without prejudice 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 right 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 Buyer to be indemnified in respect case 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 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 breach by the Lessor or the Representative Member which is attributable to VAT in respect Seller 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefits obligation).

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under (a) All amounts expressed in this Agreement to be payable by the Buyer or any of its Affiliates are expressed exclusive of any VAT which may be chargeable thereon. (b) The Parties are of the opinion that the transfer of the Business pursuant to this Agreement constitutes a transfer of a business as a going concern for the purposes of Section 49 of the VAT ▇▇▇ ▇▇▇▇ and Article 5 of the VAT (Special Provisions) Order 1995 (the "Special Provisions Order") ------------------------ and other applicable legislation, and accordingly the transfer of the Business is neither a supply of goods nor a supply of services for the purposes of VAT. (c) The Parties agree to use all their reasonable endeavors to secure that the sale of the Business is treated as neither a supply of goods nor a supply of services for VAT purposes. As soon as reasonably practicable following Closing, the Seller (or one of its Affiliates) and the other Transaction Documents are calculated without regard Buyer shall jointly write to VAT. If any such payment constitutes the whole HM Revenue & Customs (or any part another relevant tax authority) seeking their confirmation that Article 5 of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 it Special Provisions Order (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) receives other equivalent legislation in 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 jurisdiction other than the United Kingdom) applies to the transfer of the Transferred Assets and giving full particulars of the sale. (d) The Buyer hereby warrants to the Seller that: (i) the Buyer Entities that will be acquiring the Transferred Assets in any jurisdiction where VAT may be payable will be liable to be registered for VAT as of Closing and will apply for VAT registration within 30 days of Closing; and (ii) for the purposes of paragraph 5 of the Special Provisions Order, the relevant Buyer Entities intend to use the Transferred Assets in carrying on the same kind of business as that currently carried on by the Seller and its Affiliates with the Transferred Assets. (e) The Seller hereby undertakes to the Buyer that the Affiliates of the Seller that are transferring Transferred Assets in a jurisdiction in which VAT may be payable is registered for VAT or is a member of the same VAT group as the Seller. (f) Notwithstanding Sections 6.1(b) and (c), in which case such payment if HM Revenue & Customs (or other relevant taxing authority) subsequently determines that any Transferring Affiliate is obliged to account for VAT on the transfer of the Business, the Seller shall, or shall be made as soon as practicable after cause the credit is received. 8.11.2 If any amount applicable Transferring Affiliate to, issue a valid VAT invoice in respect thereof against which the Buyer shall pay, or shall cause one of its Affiliates to pay, to the Seller or its Affiliate (as the case may be) by way of additional consideration the amount of VAT paid by chargeable on the Lessor or transfer of the Representative Member Transferred Assets pursuant to this Agreement Agreement. (g) The Buyer shall on demand pay, or any shall cause to be paid, to the Seller or an Affiliate 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”Seller, 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 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 interest, penalty or surcharge which is imposed on the Seller (or the representative member of its VAT payable in respect group) by HM Revenue & Customs (or other relevant taxing authority) as a result of any breach of any obligation of the supply at LIBOR ascertained Buyer or warranty made by the Buyer in respect this Agreement, together with any costs incurred by the Seller or any of its Affiliates in connection with such interest, penalty or surcharge. (h) The Seller and the Buyer intend that the Seller and its Affiliates should retain the VAT business records of the date Seller and its Affiliates relating to the Business and the Seller shall (or shall cause its Affiliates), forthwith on which Closing, request HM Revenue & Customs (or other applicable tax authority) for a direction under section 49 of the VAT Act 1994 (or other equivalent legislation) that Affiliates of the Seller be permitted to retain the VAT business records relating to the Business. Until the Seller or its Affiliate receives approval from HM Revenue & Customs (or other equivalent applicable tax authority) to retain such VAT was accounted for records, or if such approval is not forthcoming, until the Seller delivers, or causes to HMRC be delivered, such records, the Seller or its applicable Affiliate shall be responsible as agent for the period Buyer for the safe-keeping of such records. If approval from that date until HM Revenue & Customs (or other applicable tax authority) shall be granted, 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 shallSeller shall preserve, or shall procure that cause to be preserved, such records for such period as may be required by Law and allow the Representative Member Buyer and applicable Affiliates of the Buyer on reasonable notice to inspect or make copies of the same. If approval shall be refused, the Seller shall, pay an amount equal within one (1) month after receipt of notification of such refusal, deliver, or shall cause to such recovery be delivered, to the Lessee Buyer the VAT business records relating to the extent Business. If the VAT business records are delivered to the Buyer under this Section 6.1, the Buyer shall preserve, or shall cause to be preserved, the records for such payment will not prejudice period as may be required by Law and allow the retention Seller and its Affiliates on reasonable notice to inspect or make copies of such VAT bad debt reliefthe same.

VAT. 8.11.1 Save where expressly provided 8.1 The Seller is responsible for pricing Products, on a delivery duty paid (DDP) basis, inclusive of VAT. 8.2 Where an OnBuy Company is legally obliged to the contrarycollect VAT and/or any other applicable taxes, all payments made under this Agreement and the other Transaction Documents are calculated without regard to VAT. If charges or levies for any such payment constitutes the whole or reason in any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable jurisdiction in respect of the taxable supply in question against delivery Seller’s use of an appropriate VAT invoice provided that the Lessor shall not be liable to pay an amount OnBuy Marketplaces, the relevant OnBuy Company will report and remit the relevant sums in respect of VAT until such time asVAT, other taxes, charges or levies directly to the appropriate national authorities, and will accrue such sums from the sums paid by a Customer in any transaction and so reduce by the value of the relevant VAT, and/or any other applicable taxes, charges or levies, the net sale proceeds otherwise due to the extent Seller for that it (transaction. 8.3 Where an OnBuy Company is not legally obliged to collect VAT or any member of its VAT group which is the representative member (other applicable taxes, charges or equivalent) of such VAT group levies for VAT purposes (the “Representative Member”)) 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 any reason in any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 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 Seller’s use of the OnBuy Marketplaces, or any other transactions, the relevant OnBuy Company shall remit the net sale proceeds to the Seller inclusive of such VAT, or any other applicable taxes, charges or levies and the Seller shall be solely responsible for reporting and remitting the relevant sums in respect of such VAT, and/or any other applicable taxes, charges or levies directly to 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 appropriate national authorities. If an amount OnBuy Company incurs liabilities in respect of bad debt relief is subsequently recovered any failure by the Lessor or the Representative Member which is attributable Seller to VAT in respect of which the Lessee has made a payment under this clause 8.11.3 the Lessor shallcorrectly categorise its Products, or correctly remit VAT or any other applicable taxes, charges or levies directly to the appropriate national authorities, OnBuy reserves the right to deduct any such amounts from any payments due to the Seller in accordance with Clause 16.2. 8.4 The Seller shall procure notify the OnBuy Company as soon as possible if it becomes aware that the Representative Member shallOnBuy Marketplaces are incorrectly displaying VAT or any other applicable taxes, pay an amount equal to such recovery to charges or levies for any of the Lessee to Seller’s Products on the extent such payment will not prejudice OnBuy Marketplaces, or if there has been any significant change in the retention of such VAT bad debt reliefSeller’s tax position (e.g, additional tax registrations or de-registrations).

VAT. 8.11.1 Save 12.1 Except where expressly provided otherwise specified, an obligation to the contrary, all payments made pay any sum under this Agreement and the other Transaction Documents are calculated without regard contract includes an obligation to VAT. If any such payment constitutes the whole pay VAT properly due on that sum or any part of it (against delivery of a VAT invoice), and all sums payable under this contract are exclusive of VAT payable on them. 12.2 The Purchaser and the consideration for Seller intend and expect that the sale of the Assets will be a zero rated export of goods under section 30 VATA. 12.3 The Purchaser warrants that it is not a taxable or deemed person for the purposes of VATA and does not have a place of business in the UK from which taxable supplysupplies are made. 12.4 The Purchaser shall ensure that the Purchaser’s Tools, the amount of that payment shall be increased by an amount equal Spare Parts (excluding the Consumed Spare Parts), Accessories and Manuals are exported to a destination outside the European Community within 3 months from the earliest of: 12.4.1 the Purchaser’s Tools, the Spare Parts (excluding the Consumed Spare Parts), Accessories and Manuals being made available to the amount of VAT which is chargeable Purchaser pursuant to Schedule 7; and 12.4.2 the date that the Purchase Price payable in respect of the taxable Purchaser’s Tools, the Spare Parts (excluding the Consumed Spare Parts), Accessories and Manuals transferred on that Transfer Date is released from the Escrow Account pursuant to the Joint Escrow Instructions; or 12.4.3 in relation to any Accepted Non-Compliant Tools (including Accessories and Manuals associated with such Accepted Non-Compliant Tools), the date that the Reduced Tool Price is paid by the Purchaser; (the “Time Period”), and shall, within the Time Period, provide the Seller with: (A) two items on either the “Official Evidence” list or the “Commercial Transport Evidence” list set forth in Schedule 9 which shall be interpreted in accordance with HM Revenue & Customs Notice 703 — VAT: Export of goods from the United Kingdom; and (B) any further information or documentation reasonably requested by the Seller to enable the Seller to treat the supply of the Purchaser’s Tools, the Spare Parts (excluding the Consumed Spare Parts), Accessories and Manuals as a zero-rated supply. 12.5 If the Purchaser fails to export the Purchaser’s Tools, the Spare Parts (excluding the Consumed Spare Parts), Accessories and Manuals or provide the evidence of export as required by Clause 12.4 above within the Time Period or if, for any other reason, the sale of any of the Assets is subject to VAT at the standard rate, then the Purchaser shall pay to the Seller, within four Business Days from the expiry of the Time Period, VAT at the standard rate on the Purchase Price payable in question against delivery respect of an appropriate such Assets together with any interest, penalty, surcharge or other sum demanded by HM Revenue & Customs (“Penalties”). The Purchaser shall pay reasonable professional costs and expenses the Seller may incur in relation to such VAT invoice and Penalties, provided that the Lessor Seller gives the Purchaser reasonable notice prior to incurring such costs and expenses, and, subject to Clause 12.6 and so far as permitted by Law, permits the Purchaser to control any appeal or related proceedings, provided that (a) the Purchaser shall first indemnify and secure the Seller to their satisfaction against all losses (including any Penalties), costs, interest, damages and expenses which the Seller may so incur, (b) the Seller shall be entitled to participate in any such appeal or related proceedings at its own cost and expense (including legal counsel’s fees and costs of investigation), and (c) the Purchaser shall not agree to any settlement or compromise of, or an entry of any judgment arising from, any such appeal or related proceedings except with the prior written consent of the Seller , such consent not to be unreasonably withheld or delayed. 12.6 At the Purchaser’s cost, the Seller shall take or cause to be taken any action as reasonably requested or that is reasonably necessary or appropriate to give effect to the provisions of this Clause 12 provided that such action is consistent with the following provisions of this Clause 12.6. 12.6.1 The Seller shall notify the Purchaser of any enquiry by HM Revenue & Customs into the transactions contemplated under this Agreement, and of any determination or assessment by HM Revenue & Customs in respect of the same. 12.6.2 At the Purchaser’s cost, the Seller shall take such action and give such information and assistance to give effect to the provisions of this Clause 12 as is reasonably requested by the Purchaser or that is reasonably necessary or appropriate to give effect to its provisions. For the avoidance of doubt, the Purchaser shall be entitled to require the Seller by written notice to avoid, resist or appeal any determination or assessment by HM Revenue & Customs that VAT is due in relation to the transactions contemplated under this Agreement provided that: (A) the Seller shall not he obliged to appeal against any determination or assessment if, having given the Purchaser notice of such determination, the Purchaser has not, by the earlier of 14 days from receipt by the Seller of such notice, and 7 days prior to the expiry of any time for appeal, received instructions in writing from the Purchaser to do so; and (B) the Seller shall not be liable obliged to pay comply with any request of the Purchaser which involves contesting any determination or assessment before any tribunal, court or other appellate body unless they have been advised in writing by leading VAT counsel instructed by agreement between the Purchaser and the Vendor (or failing agreement to be selected at the instance of either party by the President for the time being of the General Council of the Bar of England and Wales) at the expense of the Purchaser that an amount in respect appeal against the assessment will, on the balance of VAT until probabilities, be successful and a copy of such time as, and advice has been provided to the extent that it Seller; and (or C) the Seller shall not be obliged to take any member action which in the reasonable opinion of its VAT group which the Seller is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) receives a credit for such VAT as “input tax”, as defined in sub-section likely to: (1) increase a liability to tax of section 24 any company in the group of VATAcompanies of which the Seller is for the time being a member; or (2) interfere with the normal course of business of any such company; or (3) materially prejudice such company’s relationship with HM Revenue and Customs. 12.6.3 If either the Seller is not obliged to take any action pursuant to any of the clauses 12.6.2(A), under sections 25 and 26 of VATA (B) or (C) or the equivalent Purchaser fails to respond to any written request for instructions from the Seller within 10 days of such request, the Seller shall be free to satisfy or settle the relevant enquiry, determination or assessment on such terms as it may in its absolute discretion think fit and such satisfaction or settlement shall be without prejudice to any jurisdiction other than liability of the United KingdomPurchaser under this Agreement. 12.6.4 The action which the Purchaser may request under this clause 12.6 shall include (without limitation) the Seller applying to postpone (so far as legally possible) the payment of any tax but shall not include allowing the Purchaser to take on or take over the conduct of any proceedings of whatsoever nature arising in connection with the determination or assessment in question. 12.6.5 Notwithstanding anything in the Agreement, the Seller shall not be obliged to take any steps under this clause 12.6 unless the Purchaser shall first indemnify and secure the Seller to their satisfaction against all losses (including any Penalties), in costs, interest, damages and expenses which case such payment shall be made as soon as practicable after the credit is receivedSeller may so incur. 8.11.2 12.7 If the Purchaser fails to pay any amount in respect of VAT when due to be paid by to the Lessor or the Representative Member Seller pursuant to this Agreement Agreement, the Purchaser shall in addition pay interest on it at the rate of four per cent (4%) above the Bank of England base rate from the date that such payment was payable until the date that the Purcahser makes actual payment to the Seller. 12.8 If the Purchaser fails in any respect to comply with its obligations under this Clause 12 as a direct or indirect result of which HM Revenue & Customs impose any of interest, penalty or surcharge on the Transaction Documents at any time Seller then the Purchaser shall be Irrecoverable VAT the Lessee shall forthwith immediately 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 pay to the extent that no adjustment has been made in the calculation of Seller an amount equal to such Irrecoverable VAT pursuant to the proviso in the definition of “Irrecoverable VAT”interest, the Lessor penalty or surcharge, and 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 VAT which is payable in respect of that supply and has not been the subject of bad debt relief together with interest on Seller an amount equal to any VAT payable reasonable professional costs the Seller incurs in respect connection with the imposition. 12.9 To the extent that any sale pursuant to this Agreement is not a zero rated export of goods under section 30 VATA, 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 Seller or the date upon which bad debt relief is receivedGuarantor agrees to provide reasonable assistance and information, provided that if an amount at the Purchaser’s cost, as the Purchaser shall reasonably require in respect seeking to reclaim any VAT charge to it under the terms 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefAgreement from HM Revenue & Customs.

VAT. 8.11.1 Save where expressly provided to (a) All sums payable by the contrary, all payments made Purchaser under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part and/or in respect of the Optioned Licenses shall be exclusive of VAT and, except to the extent Section 6.9(d) applies, where a sum is paid by the Purchaser pursuant to this Agreement and/or in respect of the Optioned Licenses in consideration for a taxable any supply (or deemed taxable supply) of goods or services by any of the EMEA Sellers the Purchaser shall, in addition to the consideration payable for such supply, pay to the amount relevant EMEA Seller, on receipt of that payment shall be increased by an appropriate VAT invoice, an amount equal to the amount VAT (if any) determined in accordance with Section 2.2.3(b) as, or (as appropriate) determined by the relevant EMEA Seller(s) as arising in respect of such supply together with all interest and penalties thereon (except to the extent that such interest or penalties arise other than as a result of a failure of the Purchaser to comply with any of its obligations pursuant to this Section 6.9), with payment to be made by the Purchaser within five (5) Business Days of receipt of an appropriate valid VAT invoice or Closing (whichever is the later), provided that, no payment shall be due from the Purchaser in respect of VAT pursuant to this Section 6.9(a) or Section 6.9(e) in circumstances where the EMEA Seller, the Joint Administrator or French Liquidator issues a VAT invoice to the Purchaser outside of any applicable time limits within which the Purchaser (or a member of its VAT group) can claim credit for the relevant input tax, and provided further that, for the avoidance of doubt, any amount payable pursuant to this Section 6.9(a) in respect of any Optioned Licenses shall be an amount determined by the relevant EMEA Seller(s). (b) For the avoidance of doubt, and without prejudice to the generality of this Section 6.9, if the relevant EMEA Seller or Joint Administrators or French Liquidator forms the view, acting reasonably, that the supply by the EMEA Sellers of any Assets or assumption from the EMEA Sellers of any Assumed Liabilities (if relevant) is chargeable subject to VAT, or that any other amounts payable by the Purchaser or any other supplies made to the Purchaser in each case pursuant to this Agreement and/or in respect of the taxable supply in question against delivery of an appropriate VAT invoice provided that the Lessor shall not be liable Optioned Licenses are subject to pay an amount in respect of VAT until such time asVAT, and then, except to the extent that it (or any member of its VAT group which is Section 6.9(d) applies, the representative member (or equivalentrelevant EMEA Seller(s) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than Joint Administrators or the United Kingdom), in which case such payment French Liquidator shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 provide the Purchaser with a 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 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 invoice in respect of the supply at LIBOR ascertained in respect question. (c) Subject to any contrary provision of the date on which such this Agreement, a VAT was accounted for to HMRC for the period from that date until the date of the Lessor’s certificate invoice served by any EMEA Seller or the date upon which bad debt relief is receivedJoint Administrators or the French Liquidator in good faith and in accordance with applicable VAT laws, provided that if an amount in respect of bad debt relief is subsequently recovered absent manifest error, shall be accepted by the Lessor or Purchaser as valid, including in relation to amounts of VAT stated in such invoice, except to the Representative Member which is attributable to extent the Purchaser has paid the applicable VAT by virtue of Section 6.9(d) below. (d) Where the liability for VAT in respect of which any supply is a liability of the Lessee has made a payment Purchaser (whether under this clause 8.11.3 Section 8 of the Lessor shall, Value Added Tax ▇▇▇ ▇▇▇▇ or similar or equivalent provisions in any member of the European Union) the Purchaser shall procure that the Representative Member shall, pay an amount equal to account for such recovery VAT to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefrelevant Tax Authority within any applicable time limits.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made 6.1 All sums payable under this Agreement and by FSP to GSPM or by GSPM to FSP shall be deemed to be exclusive of any VAT which is chargeable on the other Transaction Documents supply made by GSPM or FSP (as the case may be) for which such sums are calculated without regard to VAT. If any such payment constitutes (the whole or any part of of) the consideration for VAT purposes. 6.2 Where, pursuant to the terms of this Agreement, either party (the "SUPPLIER") makes a taxable or deemed taxable supply to the other party (the "RECIPIENT") for VAT purposes and VAT is chargeable on such supply, the amount of that payment Recipient shall be increased by an amount pay to the Supplier (in addition to, and at the same time as providing, any other consideration for such supply) a sum equal to the amount of such VAT, and the Supplier shall on receipt of such payment immediately provide the Recipient with a valid tax invoice for VAT which is chargeable in respect of purposes. 6.3 If either party (the taxable supply in question against delivery of an appropriate VAT invoice provided that the Lessor shall not be liable to pay an "PAYER") has paid any amount in respect of VAT until under this Clause 6 to the other party (the "PAYEE") on the basis that: (i) the transaction in respect of which such time asamount was paid gave rise to a supply made by the Payee to the Payer for VAT purposes; and (ii) 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 Payer and provide the Payer with an appropriate credit note for VAT purposes Provided That, if the Payee has already accounted to H M Customs & Excise for VAT in respect of the said transaction on the basis that such transaction gave rise to a taxable supply for VAT purposes, the Payee shall only be obliged to repay such amount to the Payer if and to the extent that it (is able to obtain repayment or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount from H M Customs & Excise in respect of the VAT paid it has accounted to them, and in such a case, the Payee shall use all reasonable endeavours to obtain such repayment or credit from H M Customs & Excise, and the Payee shall only be obliged to repay such amount to the Payer as aforesaid within 3 Working Days following receipt by the Lessor Payee of the said repayment from H M Customs & Excise or 3 Working Days following the Representative Member pursuant to date on which the Payee has fully utilised the said credit (as the case may be). 6.4 Where either party (the "REIMBURSING PARTY") is required by the terms of this Agreement to reimburse the other party (the "OTHER PARTY") for the costs or expenses of any of supplies made to the Transaction Documents Other Party, the Reimbursing Party shall also at any the same time shall be Irrecoverable pay and indemnify the Other Party against all VAT the Lessee shall forthwith on demand input tax incurred by the Lessor indemnify the Lessor and keep the Lessor fully indemnified at all times against Other Party on 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 (supplies save to the extent that the Lessor Other Party is entitled to be indemnified repayment or credit in respect of that such VAT input tax from H M Customs & Excise. -------------------------------------------------------------------------------- 7 9 7 OWNERSHIP OF FIT OUT 7.1 For the avoidance of doubt all Developer's Fit Out Works invoiced to or paid for by an increased payment under clause 8.11.1 aboveFSP shall, upon being attached to or built into the Building, become and remain the property of FSP and (if appropriate) at such time as a part of the Lessor certifies Demised Premises and subject to the Lessee Lease. 7.2 The parties hereby acknowledge that no Gold▇▇▇ ▇▇▇h▇ ▇▇▇up Company shall have any amount of VAT payable in respect of that supply has not been paid to the Lessor liability to, and having duly accounted for no 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 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 Group Company shall, pay an amount equal to such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relieffor any Developer's Fit Out Works which are implemented by FSP (or on its behalf) and that FSP shall have no liability to, and shall not, pay for any Tenant's Fit Out Works.

VAT. 8.11.1 Save where expressly provided 11.6.1 To the extent applicable, all amounts expressed to be payable under a Finance Document by any Obligor to the contrary, all payments made under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the Lender which (in whole or any part of in part) constitute the consideration for a taxable or any supply for VAT purposes are deemed taxable to be exclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the amount Lender to any Obligor under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that payment shall be increased by such other Obligor will) pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT which is chargeable in respect of (and the taxable supply in question against delivery of Lender must promptly provide 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 it (or any member of its VAT group which is the representative member (or equivalent) recipient of such VAT group supply). 11.6.2 Where a Finance Document requires any Obligor to reimburse or indemnify the Lender for VAT purposes any cost or expense, the relevant Borrower shall (the “Representative Member”)) 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 jurisdiction other than the United Kingdom)and, in which the case such payment of any other Obligor, the Borrowers shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 procure that such Irrecoverable VAT subsequently proves to be recoverable and to other Obligor will) reimburse or indemnify (as the extent that no adjustment has been made in case may be) the calculation Lender for the full amount of such Irrecoverable VAT pursuant to the proviso in the definition of “Irrecoverable cost or expense, including such part thereof as represents 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 Lender reasonably determines that it is entitled to be indemnified credit or repayment in respect of that such VAT by an increased payment under clausefrom the relevant tax authority. 8.11.1 above11.6.3 Any reference in this Clause 11.6 to any Obligor shall, at any time when such Obligor is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time as time. 11.6.4 In relation to any supply made by the Lessor certifies Lender to any Obligor under a Finance Document, if reasonably requested by the Lessee Lender, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that any amount of VAT payable in respect such other Obligor will) promptly provide the Lender with details of that supply has not been paid ▇▇▇▇▇▇▇'s VAT registration and such other information as is reasonably requested in connection with the Lender's VAT reporting requirements in relation to such supply. 11.6.5 For the Lessor and having duly accounted for such VAT to HMRC avoidance of doubt, as 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 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 this Agreement, no VAT is received, provided that if an amount in respect of bad debt relief is subsequently recovered chargeable by the Lessor Lender in connection with any Repayment Instalment, any payment of interest or the Representative Member which is attributable to VAT in respect of which the Lessee has made a payment any Fees payable under this clause 8.11.3 the Lessor shall, or shall procure that the Representative Member shall, pay an amount equal to such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefClause 10 (Fees).

VAT. 8.11.1 Save where expressly (a) It is the joint intention of the Purchaser and of the Sellers that the Transferred Assets forming the Business shall be treated in France as the transfer of a totality of assets (universalité de biens) or part thereof, within the meaning set by article 257 bis of the French Tax Code, and therefore that the transfer of the Transferred Assets, including the deliveries of properties and all services between the Parties shall be exempted from VAT payment in such jurisdictions provided that the Purchaser is liable to VAT in France (redevable de la TVA), subject to the contraryperformance by the Purchaser and/or the Sellers of any formalities as described in the Local Asset Sale Agreement. (b) The Purchaser, all payments made as being considered as the successor of the Sellers regarding the Business for purposes of applying the VAT, will be responsible, if necessary, for the “regularizations of the deduction rights” (régularisations du droit à déduction) and for the “taxes relating to sales or self-delivery” (taxations de cessions ou de livraisons à soi-même), which will become due after the date hereof and which would have been incurred by the Sellers should it have continued to operate the totality of assets (universalité de biens) of the Business. (c) The Parties hereby acknowledge having been expressly informed of their obligation to mention the total amount of the Business Purchase Price (VAT excluded) on the Tax Return related to VAT submitted for the period of time within which the Local Asset Sale Agreement was executed. This amount will be mentioned on the line “other non-taxable transactions” (autres opérations non imposables). (d) If, notwithstanding the above, a French Tax Authority determines that VAT is due in respect of the Transferred Assets transferred by the Sellers under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any as part of the consideration Business: (i) due to the fact that the Purchaser (x) is not liable for a taxable the payment of VAT, or deemed taxable supply(y) will not continue to run the whole Business transferred, the amount Sellers shall notify the Purchaser of that payment shall be increased determination within fifteen (15) days of being so advised by the French Tax Authority and the Purchaser shall, within fifteen (15) days of such notification (against delivery by the Sellers of an amount appropriate invoice showing the applicable VAT) pay to the Sellers a sum which is equal to to: (x) the amount of VAT which is chargeable determined by the French Tax Authority to be so due; plus (y) any interest for late payment imposed by the French Tax Authority on the Sellers in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such thereof. Such payment shall be made by wire transfer to the bank account of the Sellers as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid shall be indicated by the 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 Sellers to the extent Purchaser; (ii) in other cases, the Sellers and the Purchaser shall negotiate in good faith so that no adjustment has been made in the calculation of such Irrecoverable Sellers recharge the 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 Purchaser 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 Purchaser can recover the Lessor certifies to the Lessee that any full 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefsaid recharged VAT.

VAT. 8.11.1 Save where expressly provided (i) Subject to this Section 10.02(i), Sellers and Purchaser intend that, so far as possible under relevant Law, none of the contrary, all payments made under transactions contemplated by this Agreement shall be treated as a supply of goods or services subject to any VAT and all transactions contemplated by this agreement are not chargeable with any VAT on the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of a supplier and are outside the consideration for a taxable or deemed taxable supply, the amount scope of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 asany applicable VAT, and Sellers and Purchaser agree to the extent use all reasonable efforts to secure that it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is receivedtreatment applies. 8.11.2 (ii) If ▇▇▇▇▇▇▇▇ and Purchaser agree that any amount in VAT is or becomes chargeable with respect of VAT paid by the 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 the transactions contemplated by the Restructuring Plan (the “Restructuring VAT”), LivaNova shall be liable for, and shall pay, all such Restructuring VAT (which shall only be charged at the prevailing rate and in accordance with applicable Law). If ▇▇▇▇▇▇▇▇ and Purchaser cannot agree on whether Restructuring VAT is or has become chargeable or payable, the Sellers and Purchaser shall seek the opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and LivaNova. If ▇▇▇▇▇▇▇▇ determines in its reasonable discretion, exercised in good faith, that any such Restructuring VAT paid pursuant to this Agreement or any Section 10.02(i)(ii) is not recoverable under applicable Law, then LivaNova shall notify Purchaser and Purchaser shall pay to LivaNova 50% of the amount of such Restructuring VAT that is not recoverable under applicable Law (other Transaction Documents or than any transaction or document contemplated herein or thereinsuch unrecoverable Restructuring VAT charged in connection with Steps 1(b), 1(c), 1(e), and 1(k) of Section 1 of the Lessee Restructuring Plan, which shall be LivaNova’s sole responsibility) no later than ten (save 10) calendar days after receipt of such notice. If ▇▇▇▇▇▇▇▇ and Purchaser cannot agree on whether any amount paid by ▇▇▇▇▇▇▇▇ pursuant to this Section 10.02(i)(ii) is not recoverable under applicable Law, ▇▇▇▇▇▇▇▇ and Purchaser shall seek the opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and ▇▇▇▇▇▇▇▇. (iii) If, prior to the extent Applicable Closing Date, LivaNova and Purchaser agree that the Lessor VAT is entitled to be indemnified or has become chargeable or payable on any supply in respect of that VAT by an increased payment the sale of the Transferred Shares or Transferred Assets under clause 8.11.1 above) at this Agreement, and such time as the Lessor certifies applicable Seller is required 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 pay or account for such VAT to HMRC at the correct time relevant Taxing Authority, then the applicable Seller shall provide to Purchaser a properly completed and having duly claimed bad debt relief executed VAT invoice (or other valid and customary VAT documentation) with respect to the relevant supply, promptly and in accordance with applicable Law. Purchaser shall pay to the applicable Seller the amount shown as due on such VAT invoice or other valid documentation (in addition to the Purchase Price payable on the Applicable Closing Date). If ▇▇▇▇▇▇▇▇ and Purchaser cannot agree on whether VAT is or has become chargeable or payable on any supply in respect of the sale of the Transferred Shares or Transferred Assets under this Agreement, the Sellers and Purchaser shall seek the opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and ▇▇▇▇▇▇▇▇. For the avoidance of doubt, any such VAT shall only be charged at the prevailing rate and in accordance with applicable Law. (iv) If Purchaser determines in its reasonable discretion, exercised in good faith, that any amount paid to any Seller pursuant to Section 10.02(i)(iii) is not recoverable under applicable Law, Purchaser shall notify the applicable Seller and such Seller shall pay to Purchaser 50% of the amount of such VAT the Lessor either has that is not or has not fully received such reliefrecoverable under applicable Law, pay on demand to the Lessor an extent such amount equal is not included in the determination of Net Working Capital as finally determined hereunder, no later than ten (10) calendar days after receipt of such notice. If ▇▇▇▇▇▇▇▇ and Purchaser cannot agree on whether any amount paid to any Seller pursuant to Section 10.02(i)(iii) is not recoverable under applicable Law, ▇▇▇▇▇▇▇▇ and Purchaser shall seek the aggregate opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and LivaNova. (v) If any party pays any VAT which is payable in respect of pursuant to this Section 10.02 and after the Applicable Closing Date a relevant Taxing Authority issues a ruling indicating that supply and has such VAT was 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 applicable transactions (or that VAT in an amount less than that paid by such party pursuant to this Section 10.02 was payable with respect to the applicable transactions), any other party that receives a refund of such amount shall promptly (but in any case within ten (10) calendar days) remit such refund to the party that paid such amount pursuant to this Section 10.02. (vi) If, after the Applicable Closing Date, a relevant Tax Authority issues a ruling indicating that any Restructuring VAT was payable or that any VAT was payable with respect to any sale of the date on which such Transferred Shares or Transferred Assets under this Agreement, but the applicable VAT was accounted for not paid (or insufficient VAT was paid), then such Restructuring VAT or other VAT shall be treated in accordance with the provisions of this Section 10.02(i). (vii) Sellers and Purchaser shall cooperate in good faith and use their reasonable best efforts to HMRC for secure any available exemptions from, or reductions to, any VAT under applicable Law. No party shall, without the period from that date until the date prior written consent of the Lessorother party, exercise any option or right that may be available to it under applicable Law to voluntarily qualify any of the transactions contemplated by this Agreement as a taxable transaction for VAT purposes or otherwise subject to any VAT. Each party agrees to provide the other party, upon such other party’s certificate or the date upon which bad debt relief is receivedrequest, 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 such recovery information relating to the Lessee computation of any VAT described in this Section 10.02(i). (viii) All references to Purchaser and the extent such payment will not prejudice the retention of such VAT bad debt reliefSellers in this Section 10.02(i) shall include their respective applicable affiliates.

VAT. 8.11.1 Save where expressly provided to (i) If the contrary, all payments made sale of any Purchased Asset under this Agreement and the other Transaction Documents are calculated without regard is subject to VAT, Purchaser shall pay such VAT to Seller or the relevant Equity Selling Entity or Asset Selling Entity. If Purchaser will pay such VAT to Seller not later than thirty (30) calendar days after Purchaser’s receipt of a valid VAT invoice issued by Seller or the relevant Equity Selling Entity or Asset Selling Entity that complies with the relevant conditions under applicable Law and that is addressed to Purchaser or the relevant Affiliate of Purchaser (as appropriate). Seller shall deliver a copy of draft VAT invoices to Purchaser for Purchaser’s review and input of any necessary information about the applicable Purchaser Affiliate. Seller shall provide such payment constitutes draft invoice within a reasonable period of time prior to the whole due date for Seller (or the relevant Equity Selling Entity or Asset Selling Entity) to issue such invoice (taking into account any part applicable extensions), and Seller shall reflect on such VAT invoices the required information provided by Purchaser and any reasonable comments submitted by Purchaser. Subject to Purchaser providing Seller the required information within a reasonable time prior to such due date (taking into account any applicable extensions) for filing such invoice and remitting any VAT, any interest or penalties incurred by Seller, Purchaser, or their respective Affiliates as a result of an invalid VAT invoice issued by Seller or one of its Affiliates shall be borne by Seller. Purchaser and Seller shall use reasonable efforts and cooperate in good faith to determine the appropriate rate of VAT and to exempt the transfer of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of Purchased Assets from any VAT which is chargeable in respect of the 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 permitted by applicable Law. (ii) Should any Taxing Authority provide notification that it VAT was applied in error, then (or A) Seller shall without unreasonable delay provide Purchaser with a valid credit note; and (B) if the VAT applied in error was paid by Purchaser, Seller shall without unreasonable delay repay to Purchaser any member of such VAT under the condition that Purchaser cooperates in ensuring, where reasonably possible, that Seller will be able to correct this error with its competent tax office and obtain a VAT group which is credit from the representative member tax office for the VAT that was charged in error. (or equivalentiii) At the Closing where the Purchased Assets include an interest in real property and the transfer of such VAT group for VAT purposes (the “Representative Member”)) receives a credit for such VAT Purchased Assets is, or is treated as “input tax”being, as defined in sub-section (1) of section 24 of VATAnot liable to VAT, under sections 25 Purchaser and 26 of VATA (or the equivalent in any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 Seller will cooperate to the extent permitted by Law, to ensure that no adjustment has been made in the calculation transfer 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 real property interest qualifies 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relieftreatment.

VAT. 8.11.1 Save where expressly provided 12.6.1 All amounts expressed to be payable under a Finance Document by any Obligor to the contrary, all payments made under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the Lender which (in whole or any part of in part) constitute the consideration for a taxable or any supply for VAT purposes are deemed taxable to be exclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the amount Lender to any Obligor under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that payment shall be increased by such other Obligor will) pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT which is chargeable in respect of (and the taxable supply in question against delivery of Lender must promptly provide an appropriate VAT invoice provided to the recipient of such supply). 12.6.2 Where a Finance Document requires any Obligor to reimburse or indemnify the Lender for any cost or expense, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) reimburse or indemnify (as the Lessor shall not be liable to pay an case may be) the Lender for the full amount in respect of VAT until such time ascost or expense, and including such part thereof as represents VAT, save to the extent that the Lender reasonably determines that it (is entitled to credit or repayment in respect of such VAT from the relevant tax authority. 12.6.3 Any reference in this Clause 12.6 to any Obligor shall, at any time when such Obligor is treated as a member of its a group for VAT group which is purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member (or equivalent) of such VAT group for VAT purposes at such time (the term “Representative Member”)representative member” to have the same meaning as in the Value Added Tax Act 1994) 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 any equivalent person in any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If 12.6.4 In relation to any amount in respect of VAT paid by the 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 supply made by the Lessee Lender to any Obligor under a Finance Document, if reasonably requested by the Lessor under this clause 8.11. 8.11.3 If Lender, the Lessor makes relevant Borrower shall (and, in the case of any supply for other Obligor, the Borrowers shall procure that such other Obligor will) promptly provide the Lender with details of that Obligor’s VAT purposes pursuant to or registration and such other information as is reasonably requested 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 Lender’s VAT reporting requirements 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 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 relation to such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefsupply.

VAT. 8.11.1 Save where expressly provided 13.1 The deeming provisions of section 43 (1) of the VATA shall be disregarded in determining for the purposes of this clause 13 what supplies or importations have been made or are deemed to have been made by or to any person. 13.2 The Covenantor covenants with the Purchaser that it will notify H M Customs & Excise that the Company will cease to be under its control with effect from Completion and that it shall use all reasonable endeavours to secure that the date on which the Company ceases to be treated as a member of the Covenantor's VAT Group falls on or before Completion. 13.3 The Covenantor undertakes with the Purchaser and the Purchaser undertakes with the Covenantor that it will on request promptly supply or procure that there is supplied to the contraryother all information, all payments made particulars and access to the copies of records relevant to any liability of the parties under this Agreement clause 13. 13.4 The Covenantor (for itself and for each member of the Group) shall not, and the other Transaction Documents are calculated without regard Purchaser undertakes to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the taxable supply in question against delivery of an appropriate VAT invoice provided procure that the Lessor Company shall not be liable to pay an amount not, after Completion, in respect of VAT until such time asaccounting periods beginning prior to but not ended before Completion, and admit liability to the extent that it (or pay or settle any member of its VAT group which is the representative member (or equivalent) of such VAT group claim for VAT purposes (the “Representative Member”)) receives a or agree any allowance or disallowance of 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect refund of VAT paid by the Lessor or the Representative Member pursuant which could be relevant to this Agreement or any liability 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 parties under this clause 8.11. 8.11.3 If (together referred to as a "Relevant Claim") unless it shall have obtained the Lessor makes any supply for VAT purposes pursuant to or in connection with this Agreement or any consent of the other Transaction Documents to do so, such consent not to be unreasonably withheld or delayed, and if the Covenantor or the Purchaser shall become aware of any transaction Relevant Claim or document contemplated herein or thereinof circumstances likely to give rise to a Relevant Claim, the Lessee that party shall (save promptly give written notice thereof to the extent that other and the Lessor is entitled to be indemnified in respect of that VAT by an increased payment under clause 8.11.1 above) at Covenantor shall take such time action as the Lessor certifies Purchaser may reasonably request to avoid dispute resist appeal compromise or defend the Lessee that Relevant Claim, and the Purchaser shall indemnify the Covenantor from time to time against all costs and expenses reasonably and properly incurred in complying with 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefrequest.

VAT. 8.11.1 Save where expressly provided to All sums payable by the contrary, all payments made Purchaser under this Agreement and and/or which the other Transaction Documents are calculated without regard Purchaser is required to VAT. If any such payment constitutes the whole pay or any part cause to be paid under Section 5.27(a) in respect of the Optioned Licenses shall be exclusive of VAT and, except to the extent Section 6.9(d) applies, where a sum is paid by the Purchaser pursuant to this Agreement and/or paid or caused to be paid by the Purchaser under Section 5.27(a) in respect of the Optioned Licenses in consideration for a taxable any supply (or deemed taxable supply) of goods or services by any of the EMEA Sellers the Purchaser shall, in addition to the consideration payable for such supply, pay or cause to be paid to the amount relevant EMEA Seller, on receipt of that payment shall be increased by an appropriate VAT invoice, an amount equal to the amount of VAT which is chargeable (if any) determined in accordance with Section 2.2.3(b) as, or (as appropriate) determined by the relevant EMEA Seller(s) as arising in respect of such supply together with all interest and penalties thereon (except to the taxable supply in question against delivery extent that such interest or penalties arise other than as a result of a failure of the Purchaser to comply with any of its obligations pursuant to this Section 6.9), with payment to be made or caused to be made by the Purchaser within five (5) Business Days of receipt of an appropriate valid VAT invoice or Closing (whichever is the later), provided that that, no payment shall be due fromrequired to be made (or caused to be made) by the Lessor shall not be liable to pay an amount Purchaser in respect of VAT until such time aspursuant to this Section 6.9(a) or Section 6.9(e) in circumstances where the EMEA Seller, and the Joint Administrator or French Liquidator issues a VAT invoice to the extent that it Purchaser or, if relevant, any of the Purchaser’s limited partners outside of any applicable time limits within which the Purchaser (oror Purchaser’s limited partner (or any in either case a member of its VAT group which is the representative member (or equivalentgroup) of such VAT group for VAT purposes (the “Representative Member”)) receives a can claim credit for such VAT as “the relevant input tax”, as defined in sub-section (1) and provided further that, for the avoidance of section 24 of VATAdoubt, under sections 25 and 26 of VATA (or the equivalent in any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount payable pursuant to this Section 6.9(a) in respect of VAT paid any Optioned Licenses shall be an amount determined by the 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 8.11relevant EMEA Seller(s). 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.

VAT. 8.11.1 Save where expressly provided (i) Subject to this Section 10.02(i), Sellers and Purchaser intend that, so far as possible under relevant Law, none of the contrary, all payments made under transactions contemplated by this Agreement shall be treated as a supply of goods or services subject to any VAT and all transactions contemplated by this agreement are not chargeable with any VAT on the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of a supplier and are outside the consideration for a taxable or deemed taxable supply, the amount scope of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 asany applicable VAT, and Sellers and Purchaser agree to the extent use all reasonable efforts to secure that it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is receivedtreatment applies. 8.11.2 (ii) If LivaNova and Purchaser agree that any amount in VAT is or becomes chargeable with respect of VAT paid by the 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 the transactions contemplated by the Restructuring Plan (the “Restructuring VAT”), LivaNova shall be liable for, and shall pay, all such Restructuring VAT (which shall only be charged at the prevailing rate and in accordance with applicable Law). If LivaNova and Purchaser cannot agree on whether Restructuring VAT is or has become chargeable or payable, the Sellers and Purchaser shall seek the opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and LivaNova. If LivaNova determines in its reasonable discretion, exercised in good faith, that any such Restructuring VAT paid pursuant to this Agreement or any Section 10.02(i)(ii) is not recoverable under applicable Law, then LivaNova shall notify Purchaser and Purchaser shall pay to LivaNova 50% of the amount of such Restructuring VAT that is not recoverable under applicable Law (other Transaction Documents or than any transaction or document contemplated herein or thereinsuch unrecoverable Restructuring VAT charged in connection with Steps 1(b), 1(c), 1(e), and 1(k) of Section 1 of the Lessee Restructuring Plan, which shall be LivaNova’s sole responsibility) no later than ten (save 10) calendar days after receipt of such notice. If LivaNova and Purchaser cannot agree on whether any amount paid by LivaNova pursuant to this Section 10.02(i)(ii) is not recoverable under applicable Law, LivaNova and Purchaser shall seek the opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and LivaNova. (iii) If, prior to the extent Applicable Closing Date, LivaNova and Purchaser agree that the Lessor VAT is entitled to be indemnified or has become chargeable or payable on any supply in respect of that VAT by an increased payment the sale of the Transferred Shares or Transferred Assets under clause 8.11.1 above) at this Agreement, and such time as the Lessor certifies applicable Seller is required 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 pay or account for such VAT to HMRC at the correct time relevant Taxing Authority, then the applicable Seller shall provide to Purchaser a properly completed and having duly claimed bad debt relief executed VAT invoice (or other valid and customary VAT documentation) with respect to the relevant supply, promptly and in accordance with applicable Law. Purchaser shall pay to the applicable Seller the amount shown as due on such VAT invoice or other valid documentation (in addition to the Purchase Price payable on the Applicable Closing Date). If LivaNova and Purchaser cannot agree on whether VAT is or has become chargeable or payable on any supply in respect of the sale of the Transferred Shares or Transferred Assets under this Agreement, the Sellers and Purchaser shall seek the opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and LivaNova. For the avoidance of doubt, any such VAT shall only be charged at the prevailing rate and in accordance with applicable Law. (iv) If Purchaser determines in its reasonable discretion, exercised in good faith, that any amount paid to any Seller pursuant to Section 10.02(i)(iii) is not recoverable under applicable Law, Purchaser shall notify the applicable Seller and such Seller shall pay to Purchaser 50% of the amount of such VAT the Lessor either has that is not or has not fully received such reliefrecoverable under applicable Law, pay on demand to the Lessor an extent such amount equal is not included in the determination of Net Working Capital as finally determined hereunder, no later than ten (10) calendar days after receipt of such notice. If LivaNova and Purchaser cannot agree on whether any amount paid to any Seller pursuant to Section 10.02(i)(iii) is not recoverable under applicable Law, LivaNova and Purchaser shall seek the aggregate opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and LivaNova. (v) If any party pays any VAT which is payable in respect of pursuant to this Section 10.02 and after the Applicable Closing Date a relevant Taxing Authority issues a ruling indicating that supply and has such VAT was 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 applicable transactions (or that VAT in an amount less than that paid by such party pursuant to this Section 10.02 was payable with respect to the applicable transactions), any other party that receives a refund of such amount shall promptly (but in any case within ten (10) calendar days) remit such refund to the party that paid such amount pursuant to this Section 10.02. (vi) If, after the Applicable Closing Date, a relevant Tax Authority issues a ruling indicating that any Restructuring VAT was payable or that any VAT was payable with respect to any sale of the date on which such Transferred Shares or Transferred Assets under this Agreement, but the applicable VAT was accounted for not paid (or insufficient VAT was paid), then such Restructuring VAT or other VAT shall be treated in accordance with the provisions of this Section 10.02(i). (vii) Sellers and Purchaser shall cooperate in good faith and use their reasonable best efforts to HMRC for secure any available exemptions from, or reductions to, any VAT under applicable Law. No party shall, without the period from that date until the date prior written consent of the Lessorother party, exercise any option or right that may be available to it under applicable Law to voluntarily qualify any of the transactions contemplated by this Agreement as a taxable transaction for VAT purposes or otherwise subject to any VAT. Each party agrees to provide the other party, upon such other party’s certificate or the date upon which bad debt relief is receivedrequest, 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 such recovery information relating to the Lessee computation of any VAT described in this Section 10.02(i). (viii) All references to Purchaser and the extent such payment will not prejudice the retention of such VAT bad debt reliefSellers in this Section 10.02(i) shall include their respective applicable affiliates.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under (a) All amounts expressed in this Agreement and to be payable by the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole Buyer or any part of its Affiliates are expressed exclusive of any VAT which may be chargeable thereon. (b) The Parties are of the consideration for a taxable or deemed taxable supply, opinion that the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect transfer of the taxable supply in question against delivery Business pursuant to this Agreement constitutes a transfer of an appropriate a business as a going concern for the purposes of Section 49 of the VAT invoice provided that ▇▇▇ ▇▇▇▇ and Article 5 of the Lessor shall not be liable to pay an amount in respect of VAT until such time as, and to the extent that it (or any member of its VAT group which is the representative member (or equivalentSpecial Provisions) of such VAT group for VAT purposes Order 1995 (the “Representative MemberSpecial Provisions Order”)) receives and other applicable legislation, and accordingly the transfer of the Business is neither a credit supply of goods nor a supply of services for such the purposes of VAT. (c) The Parties agree to use all their reasonable endeavors to secure that the sale of the Business is treated as neither a supply of goods nor a supply of services for VAT purposes. As soon as “input tax”reasonably practicable following Closing, as defined in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA the Seller (or one of its Affiliates) and the Buyer shall jointly write to HM Revenue & Customs (or another relevant tax authority) seeking their confirmation that Article 5 of the Special Provisions Order (or other equivalent legislation in any a jurisdiction other than the United Kingdom) applies to the transfer of the Transferred Assets and giving full particulars of the sale. (d) The Buyer hereby warrants to the Seller that: (i) the Buyer Entities that will be acquiring the Transferred Assets in any jurisdiction where VAT may be payable will be liable to be registered for VAT as of Closing and will apply for VAT registration within 30 days of Closing; and (ii) for the purposes of paragraph 5 of the Special Provisions Order, the relevant Buyer Entities intend to use the Transferred Assets in carrying on the same kind of business as that currently carried on by the Seller and its Affiliates with the Transferred Assets. (e) The Seller hereby undertakes to the Buyer that the Affiliates of the Seller that are transferring Transferred Assets in a jurisdiction in which VAT may be payable is registered for VAT or is a member of the same VAT group as the Seller. (f) Notwithstanding Sections 6.1(b) and (c), in which case such payment if HM Revenue & Customs (or other relevant taxing authority) subsequently determines that any Transferring Affiliate is obliged to account for VAT on the transfer of the Business, the Seller shall, or shall be made as soon as practicable after cause the credit is received. 8.11.2 If any amount applicable Transferring Affiliate to, issue a valid VAT invoice in respect thereof against which the Buyer shall pay, or shall cause one of its Affiliates to pay, to the Seller or its Affiliate (as the case may be) by way of additional consideration the amount of VAT paid by chargeable on the Lessor or transfer of the Representative Member Transferred Assets pursuant to this Agreement Agreement. (g) The Buyer shall on demand pay, or any shall cause to be paid, to the Seller or an Affiliate 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”Seller, 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 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 interest, penalty or surcharge which is imposed on the Seller (or the representative member of its VAT payable in respect group) by HM Revenue & Customs (or other relevant taxing authority) as a result of any breach of any obligation of the supply at LIBOR ascertained Buyer or warranty made by the Buyer in respect this Agreement, together with any costs incurred by the Seller or any of its Affiliates in connection with such interest, penalty or surcharge. (h) The Seller and the Buyer intend that the Seller and its Affiliates should retain the VAT business records of the date Seller and its Affiliates relating to the Business and the Seller shall (or shall cause its Affiliates), forthwith on which Closing, request HM Revenue & Customs (or other applicable tax authority) for a direction under section 49 of the VAT Act 1994 (or other equivalent legislation) that Affiliates of the Seller be permitted to retain the VAT business records relating to the Business. Until the Seller or its Affiliate receives approval from HM Revenue & Customs (or other equivalent applicable tax authority) to retain such VAT was accounted for records, or if such approval is not forthcoming, until the Seller delivers, or causes to HMRC be delivered, such records, the Seller or its applicable Affiliate shall be responsible as agent for the period Buyer for the safe-keeping of such records. If approval from that date until HM Revenue & Customs (or other applicable tax authority) shall be granted, 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 shallSeller shall preserve, or shall procure that cause to be preserved, such records for such period as may be required by Law and allow the Representative Member Buyer and applicable Affiliates of the Buyer on reasonable notice to inspect or make copies of the same. If approval shall be refused, the Seller shall, pay an amount equal within one (1) month after receipt of notification of such refusal, deliver, or shall cause to such recovery be delivered, to the Lessee Buyer the VAT business records relating to the extent Business. If the VAT business records are delivered to the Buyer under this Section 6.1, the Buyer shall preserve, or shall cause to be preserved, the records for such payment will not prejudice period as may be required by Law and allow the retention Seller and its Affiliates on reasonable notice to inspect or make copies of such VAT bad debt reliefthe same.

VAT. 8.11.1 Save where expressly provided 5.4.1 All sums set out in this Amendment Agreement or otherwise payable by any party to the contrary, all payments made under this Agreement and the any other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the Lessor or the Representative Member party pursuant to this Amendment Agreement or any of the Transaction Documents at any time Agreements 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 deemed to be recoverable and to exclusive of any VAT which is chargeable on the extent that no adjustment has been made in supply or supplies for which such sums (or any part thereof) are the calculation whole or part of such Irrecoverable the consideration for VAT purposes. 5.4.2 Where, pursuant to the proviso in the definition terms 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 Amendment Agreement or any of the Transaction Agreements, any party (the “Supplier”) makes a supply to any other Transaction Documents party (the “Recipient”) for VAT purposes and VAT is or becomes chargeable on such supply for which the Supplier is required to account to the relevant Tax authorities (the “Taxable Supply”), the Recipient shall pay to the Supplier (in addition to and at the same time as any other consideration for such supply) a sum (the “VAT Amount”) equal to such VAT. 5.4.3 Where a Recipient is required under Clause 5.4.2 to pay a VAT Amount to a Supplier, the Supplier shall pay to the Recipient a sum equal to 50 per cent of so much of the VAT charged on the relevant Taxable Supply as the Recipient is not entitled to recover by way of credit or repayment from the relevant Tax authorities. 5.4.4 Where pursuant to the terms of this Amendment Agreement or any transaction of the Transaction Agreements any party (the “Reverse Supplier”) makes a supply to another party (the “Reverse Recipient”) and the Reverse Recipient is treated for VAT purposes as making such supply and VAT is or document contemplated herein becomes chargeable on such supply for which the Reverse Recipient must account to the relevant Tax authorities (the “Reverse VAT Amount”) the Reverse Supplier shall on demand pay to the Reverse Recipient a sum equal to 50 per cent of so much of the Reverse VAT Amount as the Reverse Recipient is not entitled to recover by way of credit or thereinrepayment from the relevant Tax authorities. 5.4.5 Notwithstanding the terms of Clause 32 (Set Off), any sum payable by a Supplier pursuant to Clause 5.4.3 may be set off against the Lessee relevant VAT Amount payable to such Supplier by the relevant Recipient under Clause 5.4.2. 5.4.6 The parties intend that the A&H Business shall be transferred as a going concern for VAT purposes and shall procure that in each relevant jurisdiction XL Insurance (save which in this Clause 5.4.6 shall include any relevant Retransfer Seller) and Winterthur shall give notice of such sale to the relevant Tax authorities as required by Applicable Laws. 5.4.7 To the extent that any jurisdiction in which the Lessor A&H Business is entitled carried on provides for relief or exemption from VAT on the transfer of a business or the transfer of assets in the course of transferring a business or treats such a transaction as being non-taxable or giving rise to be indemnified no supply for VAT purposes, XL Insurance and Winterthur shall use all reasonable endeavours (including for avoidance of doubt the making of an election or application 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 any Taxation authority) to secure such relief, pay on demand to the Lessor an amount equal to the aggregate of any 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relieftreatment.

VAT. 8.11.1 Save where expressly provided Where the sale of any assets (other than any assets the sale of which falls within the scope of UK VAT) gives rise to a supply by JPM for purposes of VAT and VAT is chargeable on such supply for which JPM is required to account to the contraryrelevant Taxing Authority, all payments made under this Agreement and the other Transaction Documents are calculated without regard parties can do nothing, and the sale cannot be so structured (in each case, with reason) as to VAT. If any result in the sale giving rise to neither a supply of goods nor a supply of services or there being no VAT being payable in respect of such sale: (a) JPM shall issue to BNY a valid VAT invoice in respect of such supply no later than the due date for payment constitutes the whole or any part of the stated consideration for a taxable or deemed taxable such supply, and within all applicable time limits, will cause such valid VAT invoice to be complete in all respects and will not (i) adjust the taxable value of such supply once the VAT invoice in respect of such supply has been issued to BNY or (ii) make any claim in relation to such supply pursuant to any equivalent section 36 of the United Kingdom Valued Added Tax ▇▇▇ ▇▇▇▇ or Part XIX of the Order; (b) BNY shall promptly apply for a repayment or credit from the relevant Taxing Authority in respect of such VAT, and BNY shall be obligated to pay over the amount of such repayment or credit it receives or utilizes (such amount, the “VAT Repayment Amount”) to JPM within 30 days after the date on which it receives such repayment or utilizes such credit. To the extent that payment BNY does not receive such repayment or credit from the relevant Taxing Authority, BNY shall be increased by pay to JPM, in addition to the VAT Repayment Amount, an amount equal to 50% of the excess of the amount of VAT which is chargeable in respect of paid over the taxable supply in question against delivery of an appropriate VAT invoice provided that the Lessor Repayment Amount, if any; and (c) BNY and JPM shall not be liable reasonably cooperate to pay an amount in respect of minimize VAT until such time as, and liability to the extent that it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is receivedlegally permissible. 8.11.2 If any amount in respect of VAT paid by the 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.

VAT. 8.11.1 Save where expressly provided 7.1 All amounts, including the VER Price and Total Purchase Price, referred to the contrary, all payments made under in this Agreement and are exclusive of any applicable VAT chargeable on the other Transaction Documents are calculated without regard to VAT. If any supply or supplies for which such payment constitutes amounts form the whole or any part of the consideration for a taxable VAT purposes. The VAT treatment of any Transfer shall be determined pursuant to the VAT law of the jurisdiction where the relevant supply or supplies are deemed taxable supplyto take place for VAT purposes. If VAT is properly chargeable on any such supply or supplies, the amount of that payment Buyer shall be increased by pay to the Seller an amount equal to the amount of VAT which is VAT, if any, chargeable in respect of the taxable supply in question against delivery of an appropriate Seller's jurisdiction; provided, however, that: (a) such amount shall only be required to be paid once the Seller provides the Buyer with a valid VAT invoice provided in relation to that amount; and (b) the Lessor Buyer shall not be liable under no obligation to pay an amount make any payment to the Seller in respect of VAT until such time as, and to which the extent that it (Buyer must self-assess under the reverse charge rule or any member of its VAT group which is similar system in the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is receivedBuyer's jurisdiction. 8.11.2 If 7.2 Subject to each Party's obligations relating to VAT, each Party shall cause all royalties, taxes, duties, levies and other sums (including, without limitation, any amount in respect of VAT paid stamp duty, other documentary taxes, climate change levy or other environmental tax or levy) (“Other Taxes”) legally payable by the 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 Party arising in connection with this Agreement or to be paid. In addition, in the event that the Seller is required by law to pay any Other Taxes which are properly for the account of the other Transaction Documents or any transaction or document contemplated herein or thereinBuyer, the Lessee Buyer shall (save to promptly indemnify or reimburse the extent that the Lessor is entitled to be indemnified Seller in respect of such Other Taxes. In the event that VAT the Buyer is required by an increased payment under clause 8.11.1 above) at law to pay, deduct or withhold any Other Taxes which are properly for the account of the Seller, the Buyer may deduct or withhold such time as the Lessor certifies to the Lessee that any amount of VAT payable any such Other Taxes from the Purchase Price, and the Seller shall promptly indemnify or reimburse the Buyer in respect of that supply has such Other Taxes not been paid to the Lessor and having duly accounted so deducted or withheld. 7.3 Except as otherwise expressly provided in this Agreement, each Party shall be responsible for such VAT to HMRC at the correct time and having duly claimed bad debt relief its own costs incurred 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 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 performing its obligations under this clause 8.11.3 the Lessor shall, or shall procure that the Representative Member shall, pay an amount equal to such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefAgreement.

VAT. 8.11.1 Save where expressly provided Where the sale of any assets (other than any assets the sale of which falls within the scope of UK VAT) gives rise to a supply by JPM for purposes of VAT and VAT is chargeable on such supply for which JPM is required to account to the contraryrelevant Taxing Authority, all payments made under this Agreement and the other Transaction Documents are calculated without regard parties can do nothing, and the sale cannot be so structured (in each case, with reason) as to VAT. If any result in the sale giving rise to neither a supply of goods nor a supply of services or there being no VAT being payable in respect of such sale: (a) JPM shall issue to BNY a valid VAT invoice in respect of such supply no later than the due date for payment constitutes the whole or any part of the stated consideration for a taxable or deemed taxable such supply, and within all applicable time limits, will cause such valid VAT invoice to be complete in all respects and will not (i) adjust the taxable value of such supply once the VAT invoice in respect of such supply has been issued to BNY or (ii) make any claim in relation to such supply pursuant to any equivalent section 36 of the United Kingdom Valued Added Tax Act 1994 or Part XIX of the Order; (b) BNY shall promptly apply for a repayment or credit from the relevant Taxing Authority in respect of such VAT, and BNY shall be obligated to pay over the amount of such repayment or credit it receives or utilizes (such amount, the "VAT Repayment Amount") to JPM within 30 days after the date on which it receives such repayment or utilizes such credit. To the extent that payment BNY does not receive such repayment or credit from the relevant Taxing Authority, BNY shall be increased by pay to JPM, in addition to the VAT Repayment Amount, an amount equal to 50% of the excess of the amount of VAT which is chargeable in respect of paid over the taxable supply in question against delivery of an appropriate VAT invoice provided that the Lessor Repayment Amount, if any; and (c) BNY and JPM shall not be liable reasonably cooperate to pay an amount in respect of minimize VAT until such time as, and liability to the extent that it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is receivedlegally permissible. 8.11.2 If any amount in respect of VAT paid by the 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.

VAT. 8.11.1 Save where expressly provided The Parties agree to the contrary, all cooperate with one another and use reasonable efforts to ensure that value added tax or similar payment (“VAT”) in respect of any payments made by Licensee to Amarin under this Agreement does not represent an unnecessary cost in respect of payments made under this Agreement. For purposes of clarity, all sums payable under this Agreement and the other Transaction Documents are calculated without regard to shall be exclusive of VAT. If In the event that any VAT is owing in any jurisdiction in respect of any such payment, Licensee shall pay such VAT, and (i) if such VAT is owing as a result of any action by Licensee, including any assignment or sublicense (including assignment to, or payment constitutes the whole hereunder by, another Licensee-related entity or Affiliate), or any failure on the part of Licensee or its Affiliates to comply with applicable tax laws or filing or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. record retention requirements, that has the consideration for a taxable or deemed taxable supplyeffect of modifying the tax treatment of the Parties hereto, then the amount payment in respect of that payment which such VAT is owing shall be increased by an amount made without deduction for or on account of such VAT to ensure that Amarin receives a sum equal to the amount of VAT sum which is chargeable in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of would have received had such VAT group for VAT purposes not been due or (the “Representative Member”)ii) receives a credit for such VAT as “input tax”otherwise, as defined in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA (or the equivalent in any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after deduction of such VAT. For the credit sake of clarity, any increase in payments to Amarin under this Section 8.5 shall reflect only the incremental increase in VAT directly resulting from clause (i) above. In the event that any VAT is received. 8.11.2 If owing in any amount jurisdiction in respect of VAT paid by any such payment, Amarin will provide to Licensee tax invoices showing the 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 correct 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefpayments hereunder.

VAT. 8.11.1 Save where expressly provided (i) Conopco and Buyer shall use all reasonable endeavors to procure that the contrary, all payments made supply of those Assets under this Agreement and which would otherwise be chargeable to VAT (but for the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes sale being treated, for the whole purposes of applicable VAT legislation, as a transfer of all or any part of the consideration assets of a business as a going concern as hereinafter mentioned) and which Conopco and Buyer consider should qualify as a transfer of all or part of the assets of a business as a going concern for the purposes of applicable VAT legislation is so treated by the relevant Governmental Authority, except that: (A) neither Conopco nor Buyer nor any of their Affiliates shall be required by virtue of this paragraph to make any appeal to any court Table of Contents against any determination of the relevant Governmental Authority that that sale does not fall to be so treated; and (B) in circumstances where it is open to an Asset Seller (or to any member of a VAT group of which that Asset Seller is a member), either with or without the co-operation or agreement of any other person, to make an election or to exercise an option as to whether or not the supply of a particular Asset by that Asset Seller is chargeable to VAT and the person acquiring that Asset (or any member of the VAT group of which that person is a member) would be entitled to recover (by way of a credit or repayment) an amount equal to the whole of any sum paid in respect of VAT on that supply: (1) the relevant Asset Seller (or member of the VAT group of which that Asset Seller is a member) will be entitled to elect or opt for the supply of that Asset to be chargeable to VAT; (2) the person acquiring that Asset (and any other relevant member of the VAT group of which that person is a member) will make any election or exercise any option (and make any consequent filings) that may be necessary in order to give effect to the election or option made or exercised by the Asset Seller (or member of the VAT group of which that Asset Seller is a member); provided, however, that Conopco has notified Buyer in writing no later than 15 days prior to the last date such election or option may be made or exercised under the applicable VAT legislation; and (3) in applying this Section 6.9(k) such Asset shall be deemed to be a Asset not referred to in this Section 6.9(k)(i). (A) Buyer declares that it (or, if the Assets referred to in Section 6.9(k)(i) are acquired by another person, that other person) is or will as a result of such acquisition become a taxable person for the purposes of VAT and Buyer undertakes to ensure that Buyer or deemed taxable supplysuch other person is either duly registered for VAT purposes in the relevant jurisdiction or jurisdictions or a member of a group of companies for VAT purposes of which the representative member is duly registered for those purposes in the relevant jurisdiction or jurisdictions, in either case by the Closing, and Buyer declares that Buyer or such other person shall upon and immediately after the Closing use the Assets referred to in Section 6.9(k)(i) to carry on the same kind of business (whether or not as part of any existing business of Buyer or such other person) as that carried on by the relevant Asset Seller or Asset Sellers in relation to the Assets referred to in Section 6.9(k)(i) owned by such Asset Seller or Asset Sellers before the Closing. (B) Where Conopco or any of its Affiliates has made an election to waive an exemption from VAT in respect of any Asset or has opted for the supply of any Asset to be subject to VAT and, in order for Table of Contents the supply of that Asset under this Agreement to be treated as a transfer of all or part of a business as a going concern for the purposes of the applicable VAT legislation by the relevant Governmental Authority, it is necessary for the recipient of the supply of the Asset under this Agreement to make an election to waive an exemption from VAT in respect of that Asset or to exercise an option for the supply of the Asset to be subject to VAT, the amount Buyer undertakes that it will, or shall ensure that the relevant Designated Buyer or other appropriate member of the CMI Group will, make (and not revoke) such election or exercise (and not revoke) such option at its own cost in the manner and within the time required by the applicable VAT legislation and shall provide to Conopco a copy of such election or option and of any acknowledgement received from the relevant Governmental Authority; provided, that the Buyer shall only be under such an obligation if Conopco has notified the Buyer in writing of the need for it or the relevant Designated Buyer to make such election or exercise such option, as the case may be, no later than 15 days prior to the last date such election can be made or such option can be exercised, as the case may be, within the time required by the applicable VAT legislation for the supply of the relevant Asset to be treated as a transfer of all or part of a business as a going concern. (iii) Conopco or its relevant Affiliate shall request the relevant Governmental Authority so to direct in accordance with applicable VAT legislation that it may retain all those records of the DiverseyLever Business which under any relevant VAT legislation are required to be preserved after the Closing and to the extent permitted by such Governmental Authority shall retain and preserve such records. Buyer or its relevant Affiliate shall render all reasonable assistance to Conopco in connection with such a request. (iv) Conopco or its relevant Affiliate shall for such period as may be required by Applicable Law preserve all the records of the DiverseyLever Business that it is entitled to retain pursuant to Section 6.9(k)(iii) and, upon being given reasonable notice by Buyer or its agents, Conopco shall make those records available to Buyer or its agents for inspection or copying (at Buyer’s expense). (v) If, notwithstanding the provisions of Section 6.9(k)(i), the relevant Governmental Authority shall determine that VAT is chargeable in respect of the transfer of all or any of the Assets referred to in Section 6.9(k)(i) under this Agreement, Conopco shall notify Buyer of that payment determination within fifteen Business Days of its or its relevant Affiliate being so advised by the relevant Governmental Authority and Buyer (on behalf of the relevant Designated Buyer or Designated Buyers) shall be increased pay to Conopco (on behalf of the relevant Asset Seller or Asset Sellers) by way of an amount addition to the Purchase Price a sum equal to the amount of VAT which is determined by the relevant Governmental Authority to be so chargeable within five Business Days of Conopco notifying Buyer of that determination (against delivery by Conopco, on behalf of the relevant Asset Seller or Asset Sellers, of an appropriate tax invoice for VAT purposes) save that Conopco (or the relevant Asset Seller) shall be responsible for and shall pay increased interest and/or Table of Contents penalties in relation to the VAT chargeable incurred in respect of any period following notification by the taxable supply Governmental Authority to Conopco or its relevant Affiliate and shall indemnify the Buyer (or the relevant Designated Buyers) against such interest and/or penalties. (vi) At the Closing, Buyer (on behalf of the relevant Designated Buyer) shall pay to Conopco (on behalf of the relevant Asset Seller or Asset Sellers) by way of an addition to the Purchase Price for the Assets a sum equal to the amount of any VAT chargeable on the transfer of the Assets which are not referred to in question Section 6.9(k)(i) against delivery by Conopco (on behalf of the relevant Asset Seller or Asset Sellers) of an appropriate tax invoice for VAT invoice provided purposes. (vii) Conopco shall ensure that any Company which, prior to the Closing, is treated (for the purposes of applicable VAT legislation) as constituting, together with one or more other persons, a single taxable person in any jurisdiction (a “VAT Group”) will be excluded from that VAT Group with effect from the Closing. (viii) Where any part of the DiverseyLever Business is being carried on by any of the Companies which are members of a VAT Group, Conopco shall arrange for all VAT returns for such VAT Group for any period prior to the Closing to be prepared and submitted to the relevant Governmental Authority and Buyer shall procure that the Lessor relevant Company or Companies provide to Conopco or their agents all information as may be required for the preparation of such returns. (ix) Buyer shall not be liable procure that each Company shall promptly upon the written request of Conopco or their agents provide such information (including copies of documents, where relevant) requested by any Asset Seller to pay an amount enable it to make full replies to any inquiries raised by any relevant Governmental Authority in respect of VAT until such time as, and returns made up to the extent that it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is receivedClosing. 8.11.2 If any amount in respect of VAT paid by the 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.

VAT. 8.11.1 Save where expressly provided to the contrary, 11.1 The Completion Amount and all other payments made under this Agreement and agreement shall be deemed to be exclusive of VAT. 11.2 The Buyer has with the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part agreement of the consideration Seller submitted a written application to HM Revenue & Customs (“HMRC”), a copy of which is contained at Schedule 12 (the “VAT Letter”), asking for confirmation as to whether the Transaction is a taxable supply for the purposes of VAT, or deemed taxable supply, the amount transfer of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect a going concern under Article 5 of the taxable supply in question against delivery of an appropriate VAT invoice provided (Special Provisions) Order 1995 (a “TOGC”). 11.3 The Buyer hereby represents and warrants that the Lessor shall not be liable to pay an amount in respect of it is registered for VAT until such time asunder registration number 909 454 016, and shall provide the Seller with a copy of its registration prior to the extent Completion. 11.4 The Seller hereby represents and warrants that it (or any is a member of its a VAT group which is has registration number ▇▇▇ ▇▇▇ ▇▇▇, and shall provide the representative member (or equivalent) Buyer with a copy of such its certificate of registration prior to Completion. 11.5 If, prior to Completion, the Buyer has received written confirmation from HMRC that on the basis of the VAT group for Letter the Transaction: 11.5.1 does not constitute a TOGC then the Buyer shall pay the VAT purposes (chargeable on the “Representative Member”)) receives Completion Amount and the Seller shall issue a credit for such valid VAT as “input tax”invoice to the Buyer; or 11.5.2 does constitute a TOGC, as defined in sub-section (1) then the Buyer shall provide a copy of section 24 of VATA, under sections 25 HMRC’s determination to the Seller and 26 of VATA (or the equivalent in any jurisdiction other than the United Kingdom), in which case such payment no VAT shall be made as soon as practicable after payable by the credit is receivedBuyer and no VAT invoice shall be issued by the Seller. 8.11.2 If any amount 11.6 If, prior to Completion the Buyer has not received written confirmation from HMRC as to whether or not the Transaction is a TOGC, then on Completion: 11.6.1 the Buyer and the Seller shall each execute the Escrow Agreement and deliver their signed original to the other; and 11.6.2 upon the Escrow Agreement being so executed and exchanged, the Buyer shall pay £897,450 (being the VAT payable on the Completion Amount) in respect of VAT paid by to the Lessor or Escrow Account which shall be dealt with in accordance with the Representative Member pursuant to this Agreement or any terms 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 8.11Escrow Agreement. 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.

VAT. 8.11.1 Save Except where expressly provided stated to the contrary, all payments made under contrary in this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, Agreement: the amount of that any payment shall be increased by an amount equal to or the amount value of any supply is expressed exclusive of VAT which is properly chargeable in respect of the on it; and where any payment or taxable supply in question against delivery of an appropriate VAT invoice provided that the Lessor shall not be liable falls to pay an amount in respect of VAT until such time as, and to the extent that it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the Lessor or the Representative Member pursuant to this Agreement VAT properly chargeable on it will be paid in addition by the recipient of the supply for which payment (if any) is consideration on the provision of a valid VAT invoice for it. The payment of the Grant or any of part thereof hereunder by the Transaction Documents at any time Council to the Grant Recipient shall be Irrecoverable regarded as inclusive of any 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 chargeable thereon Without prejudice to be recoverable and to the extent that no adjustment has been made in the calculation any other term of such Irrecoverable VAT pursuant to the proviso in the definition of “Irrecoverable VAT”this Agreement, the Lessor shall pay Council reserves the right to recover from the Lessee Grant Recipient the Grant or such amount, if any, part thereof as is determined in accordance with clause 8.2 (the Lessor shall determine will leave “Recoverable Amount”) in circumstances where: the Lessor Agreement is terminated in no better and no worse a position than accordance with the Lessor would have been in if no payment had been made by provisions of Clause 15 (Termination); 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 Grant has not been paid to the Lessor and having duly accounted for such VAT to HMRC at Grant Recipient on the correct time and having duly claimed bad debt relief in respect basis of that VAT a misrepresentation made by or on behalf of the Lessor either Grant Recipient; the Grant has not or has not fully received such relief, pay on demand been paid to the Lessor an amount equal Grant Recipient but the Council becomes aware that the Affordable Housing Units are not fit for the Agreed Purposes and cannot reasonably be used for its Agreed Purposes; disposal of the Affordable Housing Units in whole or in part by the Grant Recipient to another party for any use other than the Agreed Purposes and/or where the other party does not enter into a nominations agreement with the Council on substantially the same terms as the Nominations Agreement or otherwise on terms satisfactory to the aggregate of any VAT which Council; the Affordable Housing Units are not completed by the Longstop Date; the Grant paid by the Council is payable in respect of that supply and has not been greater than the subject of bad debt relief together with interest on an amount equal to any VAT payable in respect total qualifying grant proportion 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 actual Total Development Costs; or the date upon which bad debt relief is received, provided that if Council has made an amount in respect of bad debt relief is subsequently recovered by the Lessor overpayment 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 such recovery in error to the Lessee Grant Recipient; The affordable housing unit tenant exercises any statutory right to buy or equivalent right to acquire ownership of the extent such payment will not prejudice affordable housing unit. In the retention of such VAT bad debt relief.circumstances set out in:

VAT. 8.11.1 Save where expressly provided 11.1 All sums payable for the sale of the Business Assets shall be deemed to be exclusive of any VAT which may be chargeable on the supply or supplies for which such sums (or any part thereof) are the whole or part of the consideration for VAT purposes; and accordingly if any VAT is chargeable in respect of the sale of the Business Assets, the Relevant Purchasers shall pay to the contraryRelevant Sellers (in addition to and at the same time as paying the Initial Consideration) an amount equal to such VAT, all payments made under this Agreement against delivery of an appropriate VAT invoice. 11.2 Without prejudice to the generality of clause 11.1 above: (i) M-real and the Relevant Purchaser acknowledge that the sale of the Business Assets which constitute the Mill Business (the “Mill Business Assets”) is intended to be treated as a transfer of a business for the purpose of Article 19(a) of the Finnish Act on Value Added Tax (30 December 1993/1501, as amended) (the “Finnish VAT Act”) and the Relevant Purchaser hereby confirms that it will, following Completion, use the Mill Business Assets for VAT deductible purposes. Both M-real and the Relevant Purchaser agree that this statement is considered to be the Relevant Purchaser’s statement as referred to in Section 209(f) of the Finnish VAT Act; (ii) M-real and the Relevant Purchaser acknowledge that no VAT will be chargeable in respect of the sale and purchase of the Business Properties listed in Part A of Schedule 9; (iii) the right and obligation to carry out VAT adjustments based on the investments in the Business Properties, subject to Article 120 of the Finnish VAT Act, shall transfer to the Relevant Purchaser at Completion in accordance with subsection 4 of Article 19(a) of the Finnish VAT Act. M-real undertakes to provide the Relevant Purchaser, on Completion, with the account (the “Account”) as referred to in Section 1 of Article 209(g) and a copy referred to in Section 3 of Article 209(g) of the Finnish VAT Act, to the extent M-real has received such accounts from previous holders of the Business Properties. M-real represents and warrants that no other Transaction Documents are calculated without regard accounts have been given by any previous holder of the Business Properties as referred to VATin Section 3 of Article 209(g) of the Finnish VAT Act. If M-real represents and warrants that the Account includes all matters provided in Article 209(h) of the Finnish VAT Act and is also in all respects free from defects; (iv) M-real shall indemnify the Relevant Purchaser against all liabilities, damages and costs that the Relevant Purchaser suffers as a result of any defect or inadequacy in the Account, including any such payment constitutes defect or inadequacy arising after the whole date of the establishment of the Account in respect of which M-real would be required, in accordance with Section 2 of Article 209(g) of the Finnish VAT Act, to render a supplementary account, regardless of whether M-real has in fact rendered such a supplementary account. M-real shall not be required to indemnify the Relevant Purchaser in respect of any liabilities, damages or costs arising (directly or indirectly) as a result of any matter taking place after Completion, or as a result of any failure of the Relevant Purchaser to use the Business Properties for VAT deductible purposes. The Relevant Purchaser shall compensate M-real for any benefit the Relevant Purchaser obtains (in the form of additional deductions or refund of VAT) as a result of any defect or inadequacy in the Account, provided that a supplementary account is rendered by M-real in accordance with section 2 of Article 209(g) of the VAT Act; (v) the Relevant Purchaser hereby confirms in accordance with Section 209(i) of the Finnish VAT Act that it shall use the Business Properties for business activities following Completion and that it shall, by Completion, be entered in the Finnish VAT register; and (vi) if, notwithstanding the provisions of this clause 11.2, the relevant Tax Authority shall determine that VAT is chargeable in respect of the supply of all or any part of the consideration for a taxable or deemed taxable supplyMill Business Assets under this Agreement, the amount Relevant Seller shall notify the Relevant Purchaser of that payment determination within 7 days of its being so advised that Tax Authority and the Relevant Purchaser shall be increased pay to the Relevant Seller by an amount way of additional consideration in accordance with clause 11.1, a sum equal to the amount of VAT which is chargeable in respect determined by the Tax Authority to be so chargeable, together with any related interest or penalties imposed by the Tax Authority (if any), within 30 days of the taxable supply in question Relevant Seller notifying the Relevant Purchaser of that determination (against delivery by the Relevant Seller 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”invoice)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made (a) The Purchase Price under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the Lessor or the Representative Member pursuant to this Agreement or any sale of the Transaction Documents at any time shall be Irrecoverable VAT Transferred Assets and 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 assumption of the other Transaction Documents or any transaction or document contemplated herein or therein, the Lessee shall (save to the extent that the Lessor Assumed Liabilities 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 exclusive of any 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 provisions of this Section 5.4(i) shall apply. To the extent that any relevant jurisdiction provides for relief or exemption from VAT on the transfer of a payment business or a company or treats such a transaction as being non-taxable for VAT purposes, including as a result of it being a transfer of a going concern, Seller and Buyer shall each use all reasonable efforts to secure such treatment as regards the sale of the Transferred Assets and the assumption of the Assumed Liabilities (insofar as the Business is carried on in the relevant jurisdiction) under this clause 8.11.3 the Lessor Agreement. Such efforts shall, for the avoidance of doubt, include the making of an election or application in respect of VAT in any such jurisdiction or entering into a written agreement. Buyer agrees that it will use the Transferred Assets acquired in carrying on the same kind of business, whether or not as part of its existing business, as Seller, unless otherwise explicitly stated in this Agreement. (b) Seller shall procure have the right to obtain a ruling in the relevant jurisdiction as to whether the sale of the Transferred Assets and the assumption of the Assumed Liabilities is eligible for a relief or exemption or are otherwise non-taxable for the purposes of the Law governing VAT in that jurisdiction and to charge (or not to charge) VAT to Buyer in accordance with that ruling. Seller shall not be obliged to challenge that ruling. If Buyer wishes to challenge any ruling, it may do so if the Representative Member shallapplicable Law in such jurisdiction so permits. (c) If, pay notwithstanding Sections 5.4(i)(a)-(b), any Government Entity with responsibility for Taxes determines that any sale carried out pursuant to this Agreement will be treated as a supply of goods or a supply of services for VAT purposes, or does not qualify for relief or exemption from VAT or is otherwise chargeable to VAT, Seller shall hold harmless and indemnify Buyer and each of its Affiliates, and their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives and employees (other than the Transferred Employees) and their heirs, successors and permitted assigns, each in their capacity as such against any and all costs, charges, VAT and penalties arising except to the extent that Buyer is able to recover such amounts from the applicable authorities, or except as may otherwise be provided in a Local Purchase Agreement, and (i) where Buyer has overpaid any amount, Seller will repay this amount to Buyer plus interest (at a rate of 10% per annum) and any related costs and shall also provide Buyer with a correcting invoice or credit note for an amount equal to the overpayment made by Buyer, and (ii) where Buyer has paid less than the correct amount, Buyer shall pay the outstanding amount to Seller upon the receipt of a valid VAT invoice. (d) If VAT is chargeable, Seller shall provide Buyer with a valid VAT invoice that meets all requirements imposed by the relevant Government Entity with responsibility for Taxes and which specifically states the VAT (or equivalent, if any) and meets further conditions necessary to allow Buyer to obtain relief from such recovery to the Lessee VAT to the extent such payment will not prejudice relief is available. Provided Buyer is in receipt of a valid VAT invoice, Buyer will, subject to the retention provision of the preceding paragraph, pay to Seller such VAT bad debt reliefin addition to any amounts expressed in this Agreement. (e) Buyer reserves the right to withhold payment of any VAT (or equivalent, if any) to Seller until Seller has provided Buyer with a valid VAT invoice and such other further information as Buyer may reasonably request. (f) The VAT amounts shall be paid in the currency in which the VAT in question must be accounted for in the relevant jurisdiction.

VAT. 8.11.1 Save where expressly provided 1.1 Any sum payable by the Purchaser to the contrary, all payments made Seller under this Agreement is exclusive of any applicable VAT. 1.2 The Seller and the other Transaction Documents are calculated without regard to VAT. If any such payment Purchaser intend that the sale of the Business Assets constitutes the whole transfer of a business as a going concern and shall use all reasonable endeavours to procure that the sale of the Business Assets pursuant to this Agreement is treated by HM Revenue and Customs as a transfer of a business as a going concern for the purposes of both section 49(1) of the VATA and article 5 of the Value Added Tax (Special Provisions) Order 1995 SI 1995/1268 (Article 5). 1.3 The Purchaser represents and warrants to the Seller: (a) that it is, and until at least the day after Closing will remain, a registered taxable person for the purposes of VAT; and (b) that it intends to use the Business Assets to carry on the same kind of business as the Business with effect from Closing. 1.4 If HM Revenue & Customs determine that VAT is chargeable in respect of the transfer of all or any part of the consideration Business pursuant to this Agreement (which for the purposes of this clause includes VAT chargeable in respect of the transfer of any of the Business Assets pursuant to this Agreement), the Purchaser shall, in addition to the price paid for the Business, pay to the Seller on Closing or, if later, 5 Business Days after receipt of notice from the Seller of that determination and against delivery of a taxable or deemed taxable supply, valid VAT invoice the amount of that payment shall be increased by an amount equal to the amount of any VAT which is chargeable in respect of the taxable supply transfer of the Business. 1.5 If the Purchaser is reasonably believed by the Seller to be in question against delivery breach of paragraph 1.3, the Seller shall be entitled to treat the transfer of the Business for all purposes as if it did not fall within Article 5 and the Purchaser shall forthwith on receipt of an appropriate VAT invoice provided that (or, if later, at Closing) pay to the Lessor shall not be liable to pay an Seller the amount in respect of VAT until such time asshown thereon, together with any interest or penalty incurred by the Seller in connection therewith. Such VAT shall be refunded by the Seller to the Purchaser if and to the extent that it (or any member of its HM Revenue & Customs confirm that VAT group which is not chargeable PROVIDED THAT if the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) receives a credit Seller has already accounted for such VAT as “input tax”to HM Revenue & Customs, as defined in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA (or the equivalent in any jurisdiction other than the United Kingdom), in which case such payment no amount shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the Lessor or the Representative Member pursuant to refunded under 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 clause unless and to the extent that no adjustment the Seller has been made received effective repayment or credit in the calculation respect 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 1.6 The Purchaser shall indemnify the Lessor makes Seller (on an after tax basis) against any supply for VAT purposes pursuant to interest or in connection with this Agreement or any penalties assessed by HM Revenue & Customs on the Seller as a result of the other Transaction Documents or any transaction or document contemplated herein or therein, transfer of the Lessee shall (Business not falling within Article 5 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 interest or penalties arise 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 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 a result of the supply at LIBOR ascertained Seller being in respect breach 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 its obligations under this clause 8.11.3 the Lessor shall, or shall procure that the Representative Member shall, pay an amount equal to such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefparagraph 1.2 above.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 VAT shall apply under applicable Law due to the sale and transfer of Purchased Assets, it shall become payable by the Buyer in addition to the Purchase Price, unless the reverse charge procedure (or any member of its VAT group which is the representative member (or equivalentLeistungsempfänger als Steuerschuldner) of will apply. The Buyer shall pay such VAT group properly charged to the applicable Seller or, in the case that the reverse charge procedure shall apply, to the applicable Governmental Authority, in each case, within fifteen (15) Business Days after receipt of a proper invoice from the applicable Seller complying with the requirements of VAT Law in the applicable jurisdiction. Should the transfer of the Purchased Assets by the Sellers qualify as transfer of a going concern (Geschäftsveräußerung im Ganzen) being out of scope of VAT, the parties hereto shall seek and cooperate to treat the sale as such and provide each other with all relevant information for that purpose and the applicable Seller will provide the Buyer within twenty (20) Business Days after the Closing Date with all documentation (including calculations) required for an adjustment of input VAT purposes (according to Section 15a German VATA. If a VAT amount properly charged and actually payable as a consequence of the “Representative Member”)) receives a credit for such VAT as “input tax”, as defined in sub-section (1) consummation of section 24 of VATA, under sections 25 and 26 of VATA (the transactions contemplated by this Agreement turns out to be higher or the equivalent in any jurisdiction other lower than the United Kingdom), in which case such payment shall be made as soon as practicable after amount shown on the credit is received. 8.11.2 If any amount in respect of VAT paid relevant invoice issued by the Lessor or the Representative Member pursuant applicable Seller (including if no VAT has been invoiced at all) due to this Agreement or any (i) an assessment after Closing of a Governmental Authority in charge of the Transaction Documents at applicable Seller’s or of the Buyer’s VAT affairs or (ii) for any time shall be Irrecoverable VAT the Lessee shall forthwith on demand other reason identified by the Lessor indemnify parties after Closing, the Lessor parties shall make appropriate declarations and keep filings with 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 relevant Governmental Authorities, amend any invoices (to the extent that required by applicable VAT Laws), provide to the respective other party any requested information and copies of relevant documents and make any required payments to each other and the Governmental Authorities, respectively, in each case without undue delay. In particular, if according to a determination made by a Governmental Authority in charge of the applicable Seller’s VAT affairs decides the VAT payable by the Seller is higher than shown on the relevant invoice (including if no adjustment VAT has been made in invoiced at all), the calculation of such Irrecoverable VAT pursuant Buyer shall pay the corresponding shortfall amount properly charged to the proviso applicable Seller within fifteen (15) Business Days after receipt of notification of the shortfall amount and of a corrected invoice which complies with the provisions of the VAT Laws from the applicable Seller, but not earlier than five (5) Business Days before the applicable VAT becomes due (taking into account any extension of the due date granted by the Governmental Authority). If according to a final and unappealable determination made by a Governmental Authority in charge of the definition of “Irrecoverable VAT”applicable Seller’s or Buyer’s VAT affairs decides the VAT payable by the Seller is lower than shown on the relevant invoice (including if no VAT should have been triggered at all), the Lessor respective Seller shall pay repay the corresponding excess amount 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 Buyer within fifteen (15) Business Days after receipt of the other Transaction Documents or any transaction or document contemplated herein or therein, corresponding final and unappealable Tax assessment notice from the Lessee shall (save to Governmental Authority and provide the extent that Buyer with a corrected invoice which complies with 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 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 provisions 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefLaws.

VAT. 8.11.1 Save where expressly provided to the contrarytime, all payments made under this Agreement manner and the other Transaction Documents are calculated without regard to VAT. If currency of payment 5.1 Purchaser shall procure that any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount amounts of VAT which Purchaser (or the relevant member(s) of Purchaser’s Group) is chargeable obliged to pay to Seller (or the relevant member(s) of Seller’s Group) in terms of this Schedule 12, shall be paid to Seller (or the relevant member(s) of Seller’s Group) or as Seller may direct. Such amounts shall be paid in the currency in which the VAT in question must be accounted for to the relevant Tax Authority. 5.2 Any VAT payable in any jurisdiction in respect of the taxable supply in question transfer of any of the Businesses or Shares shall be paid at the Closing against delivery production of an appropriate a valid 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”, if any)) 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 . 5.3 If at any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable date after the credit is received. 8.11.2 If Closing any amount in respect of VAT paid by the Lessor or the Representative Member Tax Authority indicates that any sale carried out pursuant to this Agreement will be treated as a supply of goods or any a supply 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 services for VAT purposes pursuant purposes, or does not qualify for relief or exemption from VAT or is otherwise chargeable to or in connection with this Agreement or any of the other Transaction Documents or any transaction or document contemplated herein or thereinVAT, the Lessee Purchaser 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 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 relevant member of Purchaser’s Group shall), (against production of a valid VAT invoice or equivalent, if any), in addition to any amounts expressed in this Agreement to be payable by Purchaser (or any other member of Purchaser’s Group), pay an the amount equal of any VAT (including any penalties and interest, other than penalties or interest arising solely from the failure of Seller (or a member of Seller’s Group) to such recovery account promptly for VAT to the Lessee relevant Tax Authority following Seller (or the relevant member of Seller’s Group) having been placed in the appropriate amount of funds for that purpose by Purchaser (or another member of Purchaser’s Group)) which as a result of that indication may be chargeable on any sale carried out pursuant to this Agreement. Any such amounts shall be paid in cleared funds 3 (three) Business Days prior to the extent date on which Seller (or the relevant member of Seller’s Group) is obliged to account for such payment will not prejudice amounts to the retention of such VAT bad debt reliefrelevant Tax Authority.

VAT. 8.11.1 Save where expressly provided 16.1 Unless the provisions of clause 16.2 apply the Buyer shall pay to the contrary, all payments made under this Agreement Seller on Actual Completion in addition to the Price VAT on the Price (if any) and the other Transaction Documents are calculated without regard Seller shall deliver to VAT. the Buyer on Actual Completion a proper VAT invoice 16.2 If any such payment constitutes the whole or any part Buyer produces evidence to the reasonable satisfaction of the consideration Seller before the date of this agreement that:- 16.2.1 the Buyer will at Actual Completion be registered or required to be registered for the purposes of VAT 16.2.2 the Buyer has given notice in accordance with Part 1 of Schedule 10 of the Value Added Tax Act 1994 ("VATA") no later than the relevant date (as defined in Article 5 of the Value Added Tax (Special Provisions) Order 1995 ("Article 5")) of an option to tax in relation to the Property which has effect from the relevant date the Seller and Buyer shall treat the transfer of the Property as falling within Article 5 and accordingly (subject to clause 16.4) the Seller will not charge VAT on the Price 16.3 The Seller warrants and undertakes to the Buyer that it is registered for the purposes of VAT and that the Seller has validly elected to waive exemption from VAT in relation to the Property under paragraph 2 of Schedule 10 VATA and given notice of such election to Customs and that such election has not been revoked or disapplied 16.4 Notwithstanding the fact that the Buyer satisfies the Seller as set out in clause 16.2 above so that the Seller does not require the Buyer to pay VAT on Actual Completion if Customs shall issue a taxable decision to the effect or deemed taxable supply, raise an assessment on the Seller on the basis that the transfer of the Property pursuant to this agreement does not fall within the provisions of Article 5 then the Buyer will in addition to the Price pay to the Seller (against the production of a copy of the decision assessment and a proper VAT invoice in respect thereof) the amount of that payment shall be increased by an amount equal any VAT for which the Seller is liable to the amount of VAT which is chargeable account in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the Lessor or the Representative Member pursuant to this Agreement or any transfer of the Transaction Documents at any time shall be Irrecoverable VAT Property in immediately available funds within fifteen Working Days of receipt of 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 amountsaid documentation or, if anylater, 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 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 Actual Completion 16.5 The Seller warrants and undertakes to the Lessor’s certificate Buyer that:- 16.5.1 the Seller uses the Property for the purpose of a property letting business; and 16.5.2 the Property is not a capital item for the purposes of Part XV of the VAT Regulations 1995 (SI 1995/2518) or being such a capital item the date upon which bad debt relief is received, provided period of adjustment in relation to the Property has expired 16.6 The Buyer agrees that if an amount it will from and including Actual Completion carry on the same business in respect of bad debt relief is subsequently recovered relation to the Property as that carried on by the Lessor or Seller that is to say holding the Representative Member which is attributable Property as a let investment 16.7 The Buyer hereby notifies the Seller that Paragraph (2B) of Article 5 of the Value Added Tax (Special Provisions) Order 1995 does not apply to VAT in respect the Buyer 16.8 The Buyer shall promptly on receipt from Customs supply to the Seller a copy of which the Lessee has made a payment under this clause 8.11.3 acknowledgement of its option to tax 16.9 The Seller and the Lessor shall, or shall procure Buyer intend that the Representative Member Seller should retain the Records and accordingly the Seller shall, pay an amount equal : 16.9.1 preserve the Records in the United Kingdom for such period as may be required by law and 16.9.2 so long as it preserves the Records permit the Buyer (at the Buyer’s cost) reasonable access to such recovery them to the Lessee to the extent such payment will not prejudice the retention inspect and make copies of such VAT bad debt relief.them

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made 17.1 All amounts due under this Agreement are exclusive of VAT. 17.2 If any supply made or referred to in this Agreement is or becomes chargeable to VAT then the person receiving the supply (Recipient) shall in addition pay the person making the supply (Supplier) the amount of that VAT against receipt by the Recipient from the Supplier of a proper VAT invoice in respect of that supply. 17.3 The Lead Authority shall pay to the Contractor from time to time as the same is incurred by the Contractor sums equal to any Irrecoverable VAT but only to the extent that it arises as a result of a Change in Law. Any such payment shall be made within Days of the delivery by the Contractor to the Lead Authority of written details of the amount involved accompanied by details as to the grounds for and computation of the amount claimed. For the purposes of this Clause 17.3, Irrecoverable VAT means input VAT incurred by the Contractor on any supply which is made to it which is used or to be used exclusively in performing the Services or any of the obligations or provisions under this Agreement (together with input VAT incurred as part of its overhead in relation to such activities) to the extent that the Contractor is not entitled to the repayment or credit from HM Revenue and Customs in respect of such input VAT. 17.4 The Councils reserve the right after the Commencement Date to make elections to waive the exemption from VAT in accordance with paragraph 2(1) Schedule 1 of the Value Added Tax Act 1994, in respect of any property subject to this Agreement. 17.5 If the Contractor has been paid compensation in accordance with the procedure laid down in Clause 17.3 and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or Contractor is repaid by HM Revenue and Customs any part of the consideration for a taxable or deemed taxable supply, input tax previously treated as irrecoverable VAT under Clause 17.3 in respect of which the amount of that payment Contractor has received compensation pursuant to Clause 17.3 the Contractor shall be increased by repay to the Lead Authority an amount equal to the lower of the amount paid by the Lead Authority as compensation under Clause 17.3 in the exact period to which the adjustment relates and the amount repaid to the Contractor by HM Customs and Excise. If a repayment to the Lead Authority is due it shall be made within Days of the receipt of the refund referred to. 17.6 Where under this Agreement any amount is calculated by reference to any sum which has or may be incurred by any person, the amount shall include any VAT which is chargeable in respect of the 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 only to the extent that it such VAT is not recoverable as input tax by that person (or any a member of its the same VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdomgroup), in which case such payment shall be made as soon as practicable after the credit is receivedwhether by set-off or repayment. 8.11.2 If 17.7 The Contractor shall provide the Lead Authority with any information reasonably requested by the Lead Authority in relation to the amount in respect of VAT paid by the 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 chargeable 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 accordance with this Agreement or any of and payable by the other Transaction Documents or any transaction or document contemplated herein or therein, the Lessee shall (save Lead Authority 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefContractor.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under this Agreement Aon and the other Transaction Documents are calculated without regard to VAT. If WTW consider that any such payment constitutes the whole or any part of the Reimbursement Payments payable hereunder do not represent consideration for a taxable or deemed taxable supply, the amount of supply for VAT purposes and agree to use all reasonable endeavours to secure that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the any Reimbursement Payments should not represent consideration for a taxable supply for VAT purposes (including not taking any contrary position in question against delivery of an appropriate VAT invoice provided that the Lessor shall not be liable to pay an amount any Tax filing or return or in respect of VAT until such time as, any correspondence with any Tax Authority). If and to the extent that it any relevant Tax Authority determines in writing that any Reimbursement Payment made by Aon or WTW, as the case may be, is consideration for a taxable supply and that WTW or Aon, as the case may be (or any member of its a VAT group Group of which WTW or Aon is the representative member (or equivalent) of such VAT group a member), is liable to account to a Tax Authority for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of such supply and such VAT paid by is Irrecoverable VAT, then: (a) in the Lessor or the Representative Member pursuant to this Agreement or any case of the Transaction Documents at any time an Aon Reimbursement Payment: (i) such Aon Reimbursement Payment 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 deemed 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 exclusive of any VAT and any VAT shall be due and payable by WTW or the relevant member of a VAT Group of which WTW is a member in addition to the Aon Reimbursement Payment, in accordance with applicable VAT Law (subject to the provisions of Sections 3.4(a)(ii) and 3.4(a)(ii) below); (ii) the sum of the total amount payable in respect by WTW by way of that supply and has not been the subject of bad debt relief any Aon Reimbursement Payment, together with interest on an amount equal to any Irrecoverable VAT payable arising in respect of the supply at LIBOR ascertained for which the Aon Reimbursement Payment is determined by a Tax Authority to be consideration (“WTW Irrecoverable VAT”), shall not exceed the Aon Reimbursement Cap and the total amount of the Aon Reimbursement Payment shall be reduced to ensure such; and (iii) to the extent that WTW has already paid amounts in respect of any Aon Reimbursement Payment the sum of which, when combined with any WTW Irrecoverable VAT, exceeds the Aon Reimbursement Cap, Aon shall, as soon as practicable, repay to WTW, by way of a reduction in the amount of the Aon Reimbursement Payment, an amount necessary to ensure that the sum of the total remaining Aon Reimbursement Payment combined with any WTW Irrecoverable VAT arising in connection with such does not exceed the Aon Reimbursement Cap. (b) in the case of a WTW Reimbursement Payment: (i) such WTW Reimbursement Payment shall be deemed to be exclusive of any VAT and any VAT shall be due and payable by Aon or the relevant member of a VAT Group of which Aon is a member in addition to the WTW Reimbursement Payment, in accordance with applicable VAT Law (subject to the provisions of Sections 3.4(b)(ii) and 3.4(b)(iii) below); (ii) the sum of the total amount payable by Aon by way of any WTW Reimbursement Payment, together with any Irrecoverable VAT arising in respect of the date on supply for which such VAT was accounted for the WTW Reimbursement Payment is determined by a Tax Authority to HMRC for be consideration (“Aon Irrecoverable VAT”), shall not exceed the period from that date until WTW Reimbursement Cap and the date total amount of the Lessor’s certificate or WTW Reimbursement Payment shall be reduced to ensure such; and (iii) to the date upon which bad debt relief is received, provided extent that if an amount Aon has already paid amounts in respect of bad debt relief any WTW Reimbursement Payment the sum of which, when combined with any Aon Irrecoverable VAT, exceeds the WTW Reimbursement Cap, WTW, as soon as practicable, shall repay to Aon, by way of a reduction in the amount of the WTW Reimbursement Payment, an amount necessary to ensure that the sum of the total remaining WTW Reimbursement Payment combined with any Aon Irrecoverable VAT arising in connection with such does not exceed the WTW Reimbursement Cap. Each Party shall (and shall procure that any applicable member of the Aon Group or WTW Group, as the case may be, shall) accommodate any reasonable action that the other Party requests (such Party, the “Requesting Party”), in writing and without delay, to avoid, dispute, defend, resist, appeal or compromise any determination of a Tax Authority that the applicable Reimbursement Payment is subsequently recovered by consideration for a taxable supply for VAT purposes and/or that the Lessor Requesting Party or any member of the WTW Group or the Representative Member which Aon Group, as the case may be, is attributable liable to account to the relevant Tax Authority for VAT in respect of which the Lessee has made a payment under this clause 8.11.3 the Lessor shall, such supply and/or that all or shall procure that the Representative Member shall, pay an amount equal to such recovery to the Lessee to the extent such payment will not prejudice the retention any part of such VAT bad debt reliefis Irrecoverable VAT.

VAT. 8.11.1 Save where expressly provided Where the sale of any assets (other than any assets the sale of which falls within the scope of UK VAT) gives rise to a supply by JPM for purposes of VAT and VAT is chargeable on such supply for which JPM is required to account to the contraryrelevant Taxing Authority, all payments made under this Agreement and the other Transaction Documents are calculated without regard parties can do nothing, and the sale cannot be so structured (in each case, with reason) as to VAT. If any result in the sale giving rise to neither a supply of goods nor a supply of services or there being no VAT being payable in respect of such sale: (a) JPM shall issue to BNY a valid VAT invoice in respect of such supply no later than the due date for payment constitutes the whole or any part of the stated consideration for a taxable or deemed taxable such supply, and within all applicable time limits, will cause such valid VAT invoice to be complete in all respects and will not (i) adjust the taxable value of such supply once the VAT invoice in respect of such supply has been issued to BNY or (ii) make any claim in relation to such supply pursuant to any equivalent section 36 of the United Kingdom Valued Added Tax A▇▇ ▇▇▇▇ or Part XIX of the Order; (b) BNY shall promptly apply for a repayment or credit from the relevant Taxing Authority in respect of such VAT, and BNY shall be obligated to pay over the amount of such repayment or credit it receives or utilizes (such amount, the "VAT Repayment Amount") to JPM within 30 days after the date on which it receives such repayment or utilizes such credit. To the extent that payment BNY does not receive such repayment or credit from the relevant Taxing Authority, BNY shall be increased by pay to JPM, in addition to the VAT Repayment Amount, an amount equal to 50% of the excess of the amount of VAT which is chargeable in respect of paid over the taxable supply in question against delivery of an appropriate VAT invoice provided that the Lessor Repayment Amount, if any; and (c) BNY and JPM shall not be liable reasonably cooperate to pay an amount in respect of minimize VAT until such time as, and liability to the extent that it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is receivedlegally permissible. 8.11.2 If any amount in respect of VAT paid by the 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.

VAT. 8.11.1 Save where expressly provided The Parties agree to the contrary, all cooperate with one another and use reasonable efforts to ensure that value added tax or similar payment (“VAT”) in respect of any payments made by Licensee to VBL under this Agreement does not represent an unnecessary cost in respect of payments made under this Agreement. For purposes of clarity, all sums payable under this Agreement and the other Transaction Documents are calculated without regard to shall be exclusive of VAT. If In the event that any VAT is owing in any jurisdiction in respect of any such payment, Licensee shall pay such VAT, and (i) if such VAT is owing as a result of any action by Licensee, including any assignment or sublicense (including assignment to, or payment constitutes the whole hereunder by, another Licensee-related entity or Affiliate), or any failure on the part of Licensee or its Affiliates to comply with applicable tax laws or filing or record retention requirements, that has the consideration for a taxable or deemed taxable supplyeffect of modifying the tax treatment of the Parties hereto, then the amount payment in respect of that payment which such VAT is owing shall be increased by an amount made without deduction for or on account of such VAT to ensure that VBL receives a sum equal to the amount of VAT sum which is chargeable in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of would have received had such VAT group for VAT purposes not been due or (the “Representative Member”)ii) receives a credit for such VAT as “input tax”otherwise, as defined in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA (or the equivalent in any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after deduction of such VAT. For the credit sake of clarity, any increase in payments to VBL under this Section 8.5 shall reflect only the incremental increase in VAT directly resulting from clause (i) above. In the event that any VAT is received. 8.11.2 If owing in any amount jurisdiction in respect of VAT paid by any such payment, VBL will provide to Licensee tax invoices showing the 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 correct 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefpayments hereunder. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. ACOMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIALTREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934,AS AMENDED.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made 11.5.1 All sums payable under this Agreement are exclusive of VAT, which will be added where applicable and will be payable by the Purchaser on production of a valid VAT invoice. 11.5.2 The Purchaser and the other Transaction Documents Seller confirm that they are calculated without regard registered or registerable as taxable persons for the purposes of VAT as at the date of Completion. 11.5.3 The Purchaser and the Seller confirm that no election has been made and confirm that no election will be made prior to the Completion Date under paragraph 2 schedule 10 Value Added Tax ▇▇▇ ▇▇▇▇ in relation to any of the Interests. 11.5.4 Notwithstanding that the Parties believe that the sale and transfer hereunder is a transaction which is outside the scope of VAT by virtue of the Value Added Tax (Special Provisions) Order 1995, in the event that either the Purchaser or the Seller is advised in writing by HMRC after full disclosure of all material facts that the transaction hereunder is subject to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased Purchaser undertakes that, if called upon to do so by an amount equal the Seller, it will pay to the amount Seller on presentation by the Seller of VAT which is chargeable in respect of the taxable supply in question against delivery of an appropriate a VAT invoice provided that the Lessor shall not be liable to pay an amount any amounts properly due in respect of VAT until set out in such time asinvoice within thirty (30) days of demand. 11.5.5 Subject to Clauses 11.5.1 and 11.5.4, and any Adjustments pursuant to Clause 3 or payments or reimbursements pursuant to Clause 6.2 will be subject to VAT where applicable. However, where payment is due by the Seller to the extent Purchaser, the Parties agree that it (where any such Adjustment, payment or any member of its reimbursement is made, there is no obligation to adjust the original VAT group charge, provided the Purchaser was entitled to recover all the original VAT on the supply as input tax. 11.5.6 Notwithstanding that the Parties believe that the sale and transfer hereunder is a transaction which is outside the representative member scope of VAT by virtue of the Value Added Tax (or equivalentSpecial Provisions) Order 1995, if the conditions under Article 5 thereof are not met the Parties believe that the sale and transfer contemplated hereby is a supply of such VAT group for VAT purposes (the “Representative Member”)) receives a credit for such VAT as “input tax”, as defined services in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA (or the equivalent in any jurisdiction other than relation to land situated outside the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid Kingdom by the Lessor or the Representative Member pursuant to this Agreement or any virtue of the Transaction Documents at any time shall be Irrecoverable VAT (Place of Supply of Services) Order 1992 and is thus outside 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 scope of such Irrecoverable VAT pursuant to the proviso in the definition of “Irrecoverable UK 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.

VAT. 8.11.1 Save where expressly provided (a) Subject to the contraryother provisions of this Section 10.15, all payments made if any payment under this Agreement and including in respect of the other Transaction Documents are calculated without regard to VAT. If transfer of any such payment Transferred Assets or Assumed Liabilities by any of the Sellers (whether or not by way of novation) as contemplated hereby constitutes the whole or any part of the consideration for a taxable supply for VAT purposes, then in addition to, and at the same time as that payment, or deemed taxable supplyif later upon presentation of a valid VAT invoice, the amount of that payment payer shall be increased by pay an amount equal to the amount VAT chargeable on that supply. (b) The Parties shall use all reasonable endeavors and shall co-operate to secure that, where feasible, the transfer or novation of any Transferred Assets or Assumed Liabilities is not treated as a taxable supply for VAT which is chargeable purposes in any relevant jurisdiction. In particular, in respect of the RBS Related Assets and Liabilities, RBS shall have the right to seek, and the Purchaser shall be entitled to request RBS to seek, a ruling from HM Revenue & Customs in the United Kingdom (“HMRC”) to the effect that the transfer or novation of such assets and liabilities, so far as they relate to a business or businesses carried on in the United Kingdom, should be treated as neither a supply of goods nor a supply of services for the purposes of the United Kingdom laws governing VAT. The Sellers agree to not charge (or to charge) VAT to the Purchaser in accordance with any applicable ruling received (including, but not limited to, any ruling received from HMRC in respect of the RBS Related Assets and Liabilities). The Parties shall use all reasonable endeavors to ensure that any applicable ruling is obtained prior to the Closing Date. (c) If any VAT ruling is sought in respect of the transfer or novation of any Transferred Assets or Assumed Liabilities (including, but not limited to, any ruling sought from HMRC in respect of the RBS Related Assets and Liabilities) but such ruling is not obtained prior to the date falling three Business Days before the latest date on which the relevant Seller would be obliged to account for the VAT chargeable to the relevant tax authority in order to avoid incurring any penalty, surcharge or interest expense (if the transfer had been ruled to be a chargeable supply), then the Purchaser shall, if so directed by the Sellers on or after such date and upon presentation of a valid VAT invoice, procure the payment of an amount equal to VAT in respect of the applicable transfer or novation. (d) In advance of seeking a ruling in respect of the transfer or novation of any Transferred Assets or Assumed Liabilities (including, but not limited to, any ruling sought from HMRC in respect of the RBS Related Assets and Liabilities), the Purchaser shall provide confirmation in a form reasonably satisfactory to the Sellers that any applicable conditions are or will be satisfied by it or the person to whom the transfer or novation is made hereunder (the “Transferee”) in order for such transfer or novation not to be treated as a taxable supply for VAT purposes in question the relevant jurisdiction. For the purposes of obtaining a ruling of the kind described in Section 10.15(b) from HMRC, the relevant confirmations to be provided by the Purchaser shall be: (i) that at all material times, the RBS Related Assets and Liabilities will be used by the Transferee in carrying on the same kind of business as a going concern as that carried on by the Sellers; (ii) that the Transferee is or will at all material times be a taxable person for the purposes of United Kingdom Value Added Tax ▇▇▇ ▇▇▇▇ and regulations thereunder; and (iii) that the transfer or novation of the RBS Related Assets and Liabilities hereunder will not include a grant of the kind described in Regulation 5(2) Value Added Tax (Special Provisions) Order 1995. (e) If at any time after the Closing Date any tax authority indicates in writing that any sale, transfer or novation carried out pursuant to this Agreement is chargeable to VAT (in circumstances where no such VAT was initially charged), the Purchaser shall (against delivery production of an appropriate a valid VAT invoice provided or equivalent, if any) in addition to any amounts expressed in this Agreement to be payable by the Purchaser pay the amount of any VAT (excluding any penalties or surcharge other than penalties or surcharge arising solely from any unreasonable delay on the part of the Purchaser or any Transferee in performing any obligations under this Section 10.15) which as a result of that indication may be chargeable on any sale, transfer or novation carried out pursuant to this Agreement. Any such amounts shall be paid in cleared funds on the Lessor shall not be liable later of (i) the date falling five (5) Business Days after receipt by the Purchaser of a copy of the indication from the tax authority and (ii) the date falling three (3) Business Days prior to pay an the latest date on which the relevant Seller is obliged to account for such amounts to the relevant tax authority in order to avoid incurring any penalty, surcharge or interest expense in respect of such amounts. (f) If any amount paid by the Purchaser to any Seller in respect of VAT until such time as, and to the extent that it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the Lessor or the Representative Member pursuant to this Agreement is subsequently found to have been paid in error (including as a result of a late receipt by the Sellers of a ruling sought from the applicable tax authority under Section 10.15(b), or any as a result of an indication in writing from a tax authority that the Transferee is unable to recover all or part of the Transaction Documents at any time shall be Irrecoverable relevant VAT on the Lessee shall forthwith on demand by ground that the Lessor indemnify the Lessor and keep the Lessor fully indemnified at all times against such Irrecoverable VAT provided was not properly chargeable) 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 Seller 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 if such time as the Lessor certifies to the Lessee that any amount of VAT payable in respect of that supply Seller has not been paid to the Lessor and having duly yet accounted for such VAT to HMRC at the correct time relevant tax authority) promptly repay such amount to the Purchaser and, if that Seller has already so accounted, then such Seller shall use all reasonable endeavors to obtain repayment thereof from the relevant tax authority and having duly claimed bad debt relief shall pay to the Purchaser the amount so repaid. (g) The Sellers shall not send any correspondence to, or enter into any other material written communication with, a tax authority in respect of that a VAT the Lessor either has not or has not fully received such relief, pay on demand ruling without providing a draft thereof to the Lessor Purchaser in advance and providing the Purchaser with an amount equal opportunity to comment thereon. The Sellers shall promptly notify the aggregate Purchaser upon receipt of any VAT which is payable correspondence or other communication from a tax authority in respect of a ruling. The Sellers shall also promptly notify the Purchaser upon receipt of any other indication from any tax authority that supply and has not been the subject of bad debt relief together with interest on an amount equal any sale, transfer or novation carried out pursuant 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 this Agreement 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.chargeable

VAT. 8.11.1 Save where expressly provided 12.6.1 All amounts expressed to be payable under a Finance Document by any Obligor to the contrary, all payments made under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the Lender which (in whole or any part of in part) constitute the consideration for a taxable or any supply for VAT purposes are deemed taxable to be exclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the amount Lender to any Obligor under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that payment shall be increased by such other Obligor will) pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT which is chargeable in respect of (and the taxable supply in question against delivery of Lender must promptly provide an appropriate VAT invoice provided to the Borrowers). 12.6.2 Where a Finance Document requires any Obligor to reimburse or indemnify the Lender for any cost or expense, the relevant Borrower shall (and, in the case of any other Obligor, the Borrowers shall procure that such other Obligor will) reimburse or indemnify (as the Lessor shall not be liable to pay an case may be) the Lender for the full amount in respect of VAT until such time ascost or expense, and including such part thereof as represents VAT, save to the extent that the Lender reasonably determines that it (is entitled to credit or repayment in respect of such VAT from the relevant tax authority. 12.6.3 Any reference in this Clause 12.6 to any Obligor shall, at any time when such Obligor is treated as a member of its a group for VAT group which is purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member (or equivalent) of such VAT group for VAT purposes at such time (the “Representative Member”)term "representative member" to have the same meaning as in the Value Added Tax Act 1994) 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 any equivalent person in any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If 12.6.4 In relation to any amount in respect of VAT paid by the 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 supply made by the Lessee Lender to any Obligor under a Finance Document, if reasonably requested by the Lessor under this clause 8.11. 8.11.3 If Lender, the Lessor makes relevant Borrower shall (and, in the case of any supply for other Obligor, the Borrowers shall procure that such other Obligor will) promptly provide the Lender with details of that Obligor's VAT purposes pursuant to or registration and such other information as is reasonably requested 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 Lender's VAT reporting requirements 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 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 relation to such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefsupply.

VAT. 8.11.1 Save where expressly provided 19.1 All payments to the contrary, all payments be made and other consideration to be given under this Agreement shall be deemed to be exclusive of VAT unless otherwise provided. 19.2 The Seller and the other Transaction Documents are calculated without regard Buyer intend that, and shall use all reasonable endeavours to VAT. If any such payment constitutes procure that, the whole sale of the Business and Assets pursuant to this Agreement is treated as a transfer of a business (or any part of a business) as a going concern for the consideration purposes of section 49 VATA and article 5 of the Value Added Tax (Special Provisions) Order 1995 and as neither a supply of goods nor a supply of services for a taxable or deemed taxable supplythe purposes of VATA and the Value Added Tax (Special Provisions) Order 1995 and accordingly, subject to the provisions of this clause 19, no amount in respect of that payment VAT shall be increased payable by an amount equal the Buyer to the amount of VAT which is chargeable Seller in respect of the taxable supply sale of the Business and Assets. 19.3 The Seller warrants and undertakes to the Buyer that the Seller is and will at Completion be registered for VAT with VAT registration number GB17396602. 19.4 The Buyer warrants and undertakes to the Seller that: (a) the Buyer has made an application to Customs to be registered for VAT with effect from a date on or before Completion; (b) it intends to use and shall use the Assets to carry on the same kind of business as the Business with effect from Completion in question against delivery a VAT grouping with S & I Properties. 19.5 The Seller will as soon as reasonably practicable after Completion request a direction from Customs under section 49(1)(b) VATA that from and after the Transfer Date the Seller shall be obliged to keep and preserve the VAT Records and: (a) if such a direction is made the Seller shall deliver a copy of an appropriate such direction to the Buyer and shall preserve the VAT Records for such periods as may be required by law and shall allow the Buyer and its agents access to, and to take copies of, such records on reasonable notice during normal business hours; and (b) if such a direction is not made the Seller shall keep and preserve the VAT Records on behalf of the Buyer for such periods as may be required by law and to allow the Buyer and its agents access to, and to take copies of, such records on reasonable notice during normal business hours. 19.6 If Customs expressly determine in writing that the sale of any or all of the Business and Assets cannot be treated in the manner contemplated by clause 19.2 the Buyer shall, in addition to any amounts or other consideration expressed in this Agreement to be payable or given by the Buyer, pay to the Seller the amount of any VAT which is properly chargeable on the sale of any or all of the Business and Assets under this Agreement, such amount to be payable no later than the later of, Completion, the date of receipt of a valid VAT invoice provided that (together with a copy of the Lessor shall not be liable determination of Customs) from the Seller in respect of such VAT and 3 Business Days prior to pay the date on which the Seller must account to Customs for such VAT. 19.7 If the Buyer disagrees with the express determination referred to in clause 19.6, it may by notice require the Seller (subject to being indemnified to the Seller’s reasonable satisfaction against all consequent liabilities and costs) to take such actions as the Buyer may reasonably require to appeal against or obtain a review of such determination. 19.8 If the Buyer pays an amount in respect of VAT until such time as, and to the extent that it (is subsequently determined by Customs or any member of its VAT group which is the representative member (court or equivalent) of tribunal that any such VAT group for VAT purposes (was not chargeable, the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the Lessor or the Representative Member pursuant to this Agreement or any of the Transaction Documents at any time shall be Irrecoverable VAT the Lessee Seller shall forthwith on demand by notify the Lessor indemnify the Lessor Buyer 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 forthwith within 3 Business Days 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 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 sum equal to any VAT payable in respect such amount to the Buyer. 19.9 If the sale of the supply at LIBOR ascertained in respect Property is not a transfer of the date on which such VAT was accounted for to HMRC for the period from that date until the date a business as a going concern because 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 any breach by the Lessor Buyer of its warranties in clause 19.4, the Buyer will indemnify the Seller against any interest and penalties charged or imposed by the Representative Member which is attributable to VAT in respect Inland Revenue and Customs arising as a result 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefbreach.

VAT. 8.11.1 Save where expressly provided The Purchase Price is inclusive of VAT at the applicable standard rate. If applicable VAT rate changes at any time prior to the contraryRegistration Date, then the Seller is entitled to adjust the Purchase Price accordingly by giving the Purchaser written notice to that effect. Signature of this Agreement by the Purchaser shall be deemed to constitute an offer by the Purchaser to the Seller to enter into this Agreement, which offer shall not be capable of revocation or withdrawal by the Purchaser for a period of 14 (fourteen) days after such signature. This Agreement is binding on the Seller when duly signed by the Seller, and until such time, no obligation or liability on the part of the Seller shall exist. Each Party warrants to the other Party that it has power, authority and legal right to sign and perform this Agreement and that this Agreement has been duly authorised by all necessary actions of its directors/members/trustees and constitutes valid and binding obligations on it in accordance with the terms of this Agreement. The Purchaser warrants that all the Purchaser’s income tax, VAT returns and the Purchaser’s other tax returns have been timeously submitted to the Commissioner: South African Tax Services (SARS), that all tax payments due by the Purchaser have been submitted to SARS and that the Purchaser has no reason to believe that the Transfer will be delayed as a result of the Purchaser’s tax affairs not being in order. The Purchaser acknowledges and agrees that if Transfer is delayed as a result of the Purchaser’s tax affairs not being in order, then this delay will constitute a breach of a material term of this Agreement thereby entitling the Seller to invoke the remedies set out in this Agreement. Payments in terms of or arising out of this Agreement by the Purchaser to the Seller shall be made without deduction whatsoever. The Purchaser is not entitled to defer, deduct, set off, adjust or withhold any payment due to the Seller in terms of or arising out of this Agreement or to obtain deferment of judgment for such amount or any execution of such judgment by reason of any set-off or counterclaim of whatsoever nature or howsoever arising. Save to the extent otherwise provided, all payments made under amounts due by the Purchaser to the Seller (including damages) in terms of or arising out of this Agreement shall, unless paid on due date, bear interest from the due date to date of payment. Such interest shall be - 31.5.3.1 calculated at the Prime Rate; and 31.5.3.2 capitalised monthly in arrears on the balance due. If there is any dispute as to the amount of the Prime Rate, the certificate furnished in writing by any manager of FirstRand Bank Limited (acting through its Rand Merchant Bank division), whose appointment, designation and authority as such, it shall not be necessary to prove, shall be prima facie, proof of the amount of the Prime Rate. Each of the Parties acknowledge that: 31.6.1.1 they have been free to secure independent legal advice as to the nature and effect of all of the provisions of this Agreement and that they have either taken such independent legal advice or dispensed with the necessity of doing so; and 31.6.1.2 all of the provisions of this Agreement and the other Transaction Documents restrictions herein contained are calculated without regard to VAT. If any such payment constitutes fair and reasonable in all the whole or any circumstances and are part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect overall intention of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 Parties 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefAgreement.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under (A) All amounts set out in this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part exclusive of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the Lessor or the Representative Member pursuant to and, if anything done under this Agreement or any is a supply on which VAT is chargeable, and the maker of the Transaction Documents at supply is liable to account for that VAT to any time shall be Irrecoverable VAT Taxation Authority, the Lessee shall forthwith on demand by recipient of 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 supply shall, subject to the extent that no adjustment has been made receipt of a valid VAT invoice in the calculation respect of such Irrecoverable VAT pursuant to the proviso in the definition of “Irrecoverable VAT”supply, the Lessor shall pay to the Lessee such amount, if any, as maker of it (in addition to and at 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 same 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 other consideration 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 supply) an amount equal to the aggregate of any 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 so chargeable for which the maker of the supply is liable to account. (B) For each payment due pursuant to Clause 9 (including for the advance payments regarding the monthly instalments), the maker of the supply shall issue a valid VAT invoice to the recipient of the supply. (C) If there is subsequently any adjustment to: (x) the consideration for a supply; or (y) the extent to which a supply is a supply on which VAT is chargeable, then: (i) where the adjustment is upward or the extent to which a supply is a supply on which VAT is due increases: (a) the maker of the supply shall issue an additional valid VAT invoice to the recipient of the supply; and (b) the recipient of the supply will pay to the maker of the supply an amount which is equal to any VAT or additional VAT (as the case may be) arising in respect of the supply at LIBOR ascertained for which the maker of the supply is liable to account; and (ii) where the adjustment is downward or the extent to which a supply is a supply on which VAT is due decreases: (a) the maker of the supply shall issue a valid VAT credit note to the recipient of the supply; and (b) the maker of the supply will pay to the recipient of the supply an amount which is equal to any reduction in the VAT arising in respect of the date on supply for which such VAT was accounted for to HMRC for the period from that date until the date maker of the Lessor’s certificate supply is liable to account. (D) Any reference in this Agreement to payment of an amount which is a defined term, or which is calculated by reference to an amount which is a defined term, shall be construed as a reference to any such amount before the date upon which bad debt relief is received, provided that if an application of Clause 15.1(A) and therefore as not including any amount in respect of bad debt relief is subsequently recovered by the Lessor or the Representative Member which is attributable VAT payable pursuant 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief15.1(A).

VAT. 8.11.1 Save where expressly provided Notwithstanding any provision of this Agreement to the contrary: (i) BVI Venture Entity, Dutch Venture Entity and their respective Affiliates (collectively, the "TRANSFEREES") shall remit in a timely manner either to the appropriate Governmental Authority or to the applicable Transferor (as defined hereafter) all payments made under required VAT with respect to transfers of assets to the Transferees by Baker Hughes, Schlumberger or their respective Affiliates (collectively, the "TRANSFERORS") as contemplated by this Agreement within those countries to be agreed by Baker Hughes and the other Transaction Documents are calculated without regard Schlumberger at Closing. The countries to VAT. If any such payment constitutes the whole or any part which this provision applies shall be those in which recovery of the consideration VAT by the Transferees is reasonably anticipated to occur within six (6) months of the Closing Date. (ii) Each Transferor shall reimburse the applicable Transferee for any VAT previously paid by such Transferee pursuant to clause (i), where such VAT has not been recovered by the Transferee within six (6) months of the Closing Date. (iii) With respect to VAT incurred in connection with transfers of assets as contemplated by this Agreement in countries not encompassed by the agreement in clause (i) the Transferors shall remit such VAT in a taxable timely manner either to the appropriate Governmental Authority or deemed taxable supplyto the applicable Transferee as appropriate, so as to enable the Transferees to obtain VAT credit for such remittances. (iv) With respect to VAT paid by the Transferors pursuant to clauses (ii) and (iii), the amount Transferees shall reimburse each Transferor for all VAT paid by such Transferor on behalf of that payment any of the Transferees with respect to asset transfers pursuant to this Agreement at such time as the Transferees recover such VAT through refund or credit against their other VAT liabilities. (v) Where a Transferee recovers VAT paid by more than one party from a Governmental Authority, the reimbursement to a Transferor under clause (iv) shall be increased by an amount equal to the amount of VAT recovery from that Governmental Authority for the relevant VAT reporting period multiplied by the ratio which is chargeable in respect the Transferor's unreimbursed VAT bears to the total VAT input credits of the taxable supply Transferee with respect to that Governmental Authority and reporting period. (vi) All parties shall cooperate in question against delivery their compliance with the tax laws and procedures of an appropriate VAT invoice provided that the Lessor shall not be liable countries relevant to pay an amount in respect of VAT until such time assubsections (i), (ii) and (iii) so as to enable the extent that it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) receives a credit Transferees to obtain all available credits for such remittances against the VAT as “input tax”, as defined in sub-section liabilities of the Transferees. (1vii) of section 24 of VATA, under sections 25 and 26 of VATA VAT reimbursements equal to or greater than US$10,000 payable to a Transferor pursuant to clause (or the equivalent in any jurisdiction other than the United Kingdom), in which case such payment iv) shall be made paid by the applicable Transferee as soon as practicable after the credit is received. 8.11.2 If any amount in respect recovery. For administrative convenience, a VAT recovery of VAT paid less than US$10,000 may be temporarily held by the 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 Transferee, 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 remitted to the extent that respective Transferor 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 less often than the Lessor would have been in if no payment had been made by the Lessee to the Lessor under this clause 8.11semi-annually. 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt relief.

VAT. 8.11.1 Save where expressly provided (a) Where a sum (a "Relevant Sum") is paid or reimbursed to the contrary, all payments made under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole either Joint Broker or any part of the consideration for a taxable or deemed taxable supplyother Indemnified Person (in this clause 9, the amount of that payment shall be increased "payee"), by an amount equal to the amount of VAT which is chargeable EARNZ in respect of the taxable supply in question against delivery of an appropriate VAT invoice provided any loss, liability, cost, charge or expense and that the Lessor shall not be liable to pay loss, liability, cost, charge or expense includes an amount in respect of VAT until such time as(the "VAT Element"), and EARNZ shall pay an amount to the extent that it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount payee in respect of the VAT paid by the Lessor or the Representative Member pursuant to this Agreement or any of the Transaction Documents at any time Element which 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, determined 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.follows: 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 i) to the extent that the Lessor Relevant Sum constitutes for VAT purposes payment or reimbursement of consideration for a supply of goods or services made to the payee (including where the payee acts as agent for EARNZ and is entitled treated as receiving and making a supply in accordance with section 47(2A) or section 47(3) of the VATA), a sum equal to the proportion of the VAT Element that the payee certifies represents irrecoverable input tax in the hands of the payee, that certificate is to be indemnified conclusive save in the case of manifest error; and (ii) to the extent that the Relevant Sum constitutes for VAT purposes the reimbursement of a cost or expense incurred by the payee as agent for EARNZ (excluding where the payee acts as agent for EARNZ and is treated as receiving and making a supply in accordance with section 47(2A) or section 47(3) of the VATA), a sum equal to the whole of the VAT Element, and where a sum equal to the VAT Element has been reimbursed to the payee under sub-clause 9.3(a)(ii) above, the payee shall use reasonable endeavours to provide EARNZ with an appropriate VAT invoice in respect of the supply to which the Relevant Sum relates, that is to say a VAT by an increased payment under clause 8.11.1 above) at such time invoice naming EARNZ as the Lessor certifies recipient of the supply and issued by the person making the supply. (b) If the performance by either Joint Broker of any of its obligations under this Agreement shall represent for VAT purposes the making by such person of any supply of goods or services that is taxable at a positive rate, the recipient of the supply shall (or, failing that, EARNZ, if the supply of goods or services is in relation to the Lessee that any amount of VAT payable Placing Shares, shall) pay to such person, in respect of that supply has not been paid addition to the Lessor and having duly accounted for amounts otherwise payable by it to such VAT person pursuant 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 reliefthis Agreement, pay on demand to the Lessor an amount equal to the aggregate of any VAT which is payable in respect of chargeable on such supply, that supply and has not been the subject of bad debt relief together with interest on an amount equal payment 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 be 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 such recovery to the Lessee to the extent such payment will not prejudice the retention within seven days of such person requesting the same and producing an appropriate VAT bad debt reliefinvoice.

VAT. 8.11.1 Save where expressly provided (a) The Assignee represents and warrants to REM that it is duly registered for VAT purposes under registration number 577738285 and that it shall upon and immediately after Closing use the contrary, all payments made under this Agreement and Assets to carry on the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole same business (whether or any not as part of the consideration for a taxable or deemed taxable supply, existing business of Assignee) as that carried on by REM in relation to such Assets before Closing. (b) REM and the amount Assignee intend that article 5 of that payment the Value Added Tax (Special Provisions) Order 1995 shall be increased by an amount equal apply to the amount sale of the Assets and agree to use all of their respective reasonable endeavours to secure that the sale of the Assets is treated as neither a supply of goods nor a supply of services under that article. REM shall not be required to make any appeal to any court against any determination by HM Revenue and Customs that the sale of the Assets does not fall to be so treated. (c) If nevertheless, any VAT which is chargeable payable on the sale of all or part of the Assets and HM Revenue and Customs have so confirmed in writing after full disclosure of all material facts, REM shall promptly deliver to the Assignee a proper VAT invoice addressed to the Assignee in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) payable. Following receipt of such VAT group for VAT purposes (invoice, the “Representative Member”)) 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 Assignee shall pay REM the equivalent in any jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the Lessor or the Representative Member pursuant to this Agreement or any of the Transaction Documents at any time shall be Irrecoverable VAT immediately on 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 earlier 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.occur of: 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 i) recovery of that VAT by an increased the Assignee from HM Revenue & Customs; or (ii) payment under clauseof the VAT by REM. 8.11.1 above(d) at For the purposes of Section 11(c), VAT shall only be treated as payable if Customs have so confirmed in writing after full disclosure of all material facts and stated in writing that the Assignee’s VAT office agrees with this treatment. (e) Before sending any relevant letter or other communication to HM Revenue & Customs, REM shall give the Assignee a reasonable opportunity to comment on it, and shall make such time amendments 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefAssignee reasonably requires.

VAT. 8.11.1 Save where expressly provided (i) Subject to Section 9(j)(ii), the contrary, consideration specified for all payments supplies made or deemed to be made under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid by the 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 shall be exclusive of VAT. Seller and Buyer shall procure that any of their respective Affiliates receiving the other Transaction Documents or any transaction or document contemplated herein or therein, the Lessee supply in question shall (save pay to the extent Person making that supply (in addition to the specified consideration) all VAT for which the Person making the supply is required by any Taxing Authority to charge in relation to that supply. All VAT payable under this Agreement shall be paid two business days before that Person has to account for the same and the supplier shall provide a VAT invoice. (ii) The Parties intend that any sale of the Acquired Assets within the European Union will be treated by the relevant Taxing Authority as a TOGC and the Parties shall use their reasonable efforts to procure that any such sale is so treated. This obligation shall not require Seller or the Asset Sellers to make any appeal to any tribunal or court of law against any determination of any Taxing Authority that the Lessor is entitled sale does not amount to a TOGC, unless Buyer shall by such date as shall reasonably allow Seller to make such appeal or challenge within any applicable time limit give written notice to Seller that it requires such appeal or challenge to be indemnified in respect of made and shall first agree to indemnify Seller against all irrecoverable costs and expenses that VAT Seller may incur by an increased payment under clausetaking any such action. 8.11.1 above(iii) 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 Seller 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 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 Buyer shall procure that the Representative Member shallPerson retaining at the Closing the VAT records relating to a Business that is sold shall preserve such records for such periods as may be required by the relevant law and during such periods shall permit the other Party or its agents at all reasonable times and subject to reasonable written notice to inspect and take copies of such records at the cost of the Person requesting such inspection and/or copies. (iv) If it is finally determined by the relevant Taxing Authority that any sale of the Acquired Assets under this Agreement does not constitute a TOGC, pay then Buyer shall procure that VAT chargeable shall be paid by the relevant Affiliate to the relevant Asset Seller two business days before the Asset Seller has to account for the same and against production of a valid VAT invoice and any VAT records provided by the Asset Seller to the Buyer or Buyer's Affiliate shall be returned to the Asset Seller. Buyer shall indemnify or procure that such Affiliate shall indemnify the Asset Seller on an amount equal after Tax basis against any penalty and interest charges incurred by the Asset Seller to any Taxing Authority in relation to such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefVAT.

VAT. 8.11.1 Save where expressly (a) It is the joint intention of the Purchaser and of the Sellers that the Transferred Assets forming the Business shall be treated in France as the transfer of a totality of assets (universalité de biens) or part thereof, within the meaning set by article 257 bis of the French Tax Code, and therefore that the transfer of the Transferred Assets, including the deliveries of properties and all services between the Parties shall be exempted from VAT payment in such jurisdictions provided that the Purchaser is liable to VAT in France (redevable de la TVA), subject to the contraryperformance by the Purchaser and/or the Sellers of any formalities as described in the Local Asset Sale Agreement. (b) The Purchaser, all payments made as being considered as the successor of the Sellers regarding the Business for purposes of applying the VAT, will be responsible, if necessary, for the "regularizations of the deduction rights" (régularisations du droit à déduction) and for the "taxes relating to sales or self-delivery" (taxations de cessions ou de livraisons à soi-même), which will become due after the date hereof and which would have been incurred by the Sellers should it have continued to operate the totality of assets (universalité de biens) of the Business. (c) The Parties hereby acknowledge having been expressly informed of their obligation to mention the total amount of the Business Purchase Price (VAT excluded) on the Tax Return related to VAT submitted for the period of time within which the Local Asset Sale Agreement was executed. This amount will be mentioned on the line "other non-taxable transactions" (autres opérations non imposables). (d) If, notwithstanding the above, a French Tax Authority determines that VAT is due in respect of the Transferred Assets transferred by the Sellers under this Agreement and the other Transaction Documents are calculated without regard to VAT. If any such payment constitutes the whole or any as part of the consideration Business: (i) due to the fact that the Purchaser (x) is not liable for a taxable the payment of VAT, or deemed taxable supply(y) will not continue to run the whole Business transferred, the amount Sellers shall notify the Purchaser of that payment shall be increased determination within fifteen (15) days of being so advised by the French Tax Authority and the Purchaser shall, within fifteen (15) days of such notification (against delivery by the Sellers of an amount appropriate invoice showing the applicable VAT) pay to the Sellers a sum which is equal to to: (x) the amount of VAT which is chargeable determined by the French Tax Authority to be so due; plus (y) any interest for late payment imposed by the French Tax Authority on the Sellers in respect of the 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 it (or any member of its VAT group which is the representative member (or equivalent) of such VAT group for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such thereof. Such payment shall be made by wire transfer to the bank account of the Sellers as soon as practicable after the credit is received. 8.11.2 If any amount in respect of VAT paid shall be indicated by the 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 Sellers to the extent Purchaser; (ii) in other cases, the Sellers and the Purchaser shall negotiate in good faith so that no adjustment has been made in the calculation of such Irrecoverable Sellers recharge the 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 Purchaser 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 Purchaser can recover the Lessor certifies to the Lessee that any full 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 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 such recovery to the Lessee to the extent such payment will not prejudice the retention of such VAT bad debt reliefsaid recharged VAT.

VAT. 8.11.1 Save where expressly provided to the contrary, all payments made under this Agreement AbbVie and the other Transaction Documents are calculated without regard to VAT. If ▇▇▇▇▇▇▇▇ consider that any such payment constitutes the whole or any part of the amounts payable hereunder do not represent consideration for a taxable or deemed taxable supply, the amount of that payment shall be increased by an amount equal to the amount of VAT which is chargeable in respect of the 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, . If and to the extent that it any relevant Tax Authority determines that any AbbVie Reimbursement Payment is consideration for a taxable supply and that Allergan (or any member of its a VAT group Group of which Allergan is the representative member (or equivalenta member) of such VAT group is liable to account to a Tax Authority for VAT purposes (the “Representative Member”)) 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 jurisdiction other than the United Kingdom), in which case such payment shall be made as soon as practicable after the credit is received. 8.11.2 If any amount in respect of such supply and such VAT paid by is Irrecoverable VAT, then: (a) the Lessor or the Representative Member pursuant to this Agreement or any of the Transaction Documents at any time AbbVie Reimbursement Payment 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 deemed 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 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 a member to a Tax Authority in addition to the AbbVie Reimbursement Payment, in accordance with applicable VAT Law (subject to the provisions of Section 3.4(b) and (c) below); (b) the sum of the total amount payable in respect by Allergan by way of that supply and has not been the subject of bad debt relief any AbbVie Reimbursement Payment, together with interest on an amount equal to any Irrecoverable VAT payable arising in respect of the supply at LIBOR ascertained 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 date on which such VAT was accounted for sum of which, when combined with any Allergan Irrecoverable VAT, exceeds the Cap, AbbVie shall repay to HMRC for Allergan, by way of a reduction in the period from that date until the date amount of the Lessor’s certificate or the date upon which bad debt relief is receivedAbbVie Reimbursement Payment, provided that if an amount necessary to ensure that the sum of the total remaining AbbVie Reimbursement Payment combined with any Allergan Irrecoverable VAT arising in respect connection with such does not exceed the Cap. AbbVie shall (and shall procure that any applicable member of bad debt relief the AbbVie Group shall) accommodate any reasonable action that Allergan requests, in writing and without delay, to avoid, dispute, defend, resist, appeal or compromise any determination of a Tax Authority that the AbbVie Reimbursement Payment is subsequently recovered by consideration for a taxable supply for VAT purposes and/or that Allergan or any member of the Lessor or Allergan Group is liable to account to the Representative Member which is attributable to relevant Tax Authority for VAT in respect of which the Lessee has made a payment under this clause 8.11.3 the Lessor shall, such supply and/or that all or shall procure that the Representative Member shall, pay an amount equal to such recovery to the Lessee to the extent such payment will not prejudice the retention any part of such VAT bad debt reliefis Irrecoverable VAT.