Common use of VAT Clause in Contracts

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

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ai) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Loan Party under a Finance Loan Document and such Finance Secured Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Lender must promptly provide an appropriate VAT invoice to that Loan Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Secured Party (the “Specified Recipient”) under a Finance Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.03(g) to any Loan Party shall, at any time when that such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (ev) In relation to any supply made by a Finance Secured Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Loan Party must promptly provide such Finance Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Secured Party’s VAT reporting requirements in relation to such supply.

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

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

VAT. (a) All amounts expressed 8.11.1 Save where expressly provided to be payable the contrary, all payments made under a Finance Document by this Agreement and the other Transaction Documents are calculated without regard to VAT. If any Party to a Finance Party which (in such payment constitutes the whole or in part) constitute any part of the consideration for any supply for VAT purposes are a taxable or deemed to be exclusive of any VAT which is chargeable on that taxable supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made the amount of that payment shall be increased by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of VAT which is chargeable in respect of the VAT (and such Finance Party must promptly provide taxable supply in question against delivery of an appropriate VAT invoice provided that the Lessor shall not be liable to pay an amount in respect of VAT until such time as, and to the extent that Party). it (bor any member of its VAT group which is the representative member (or equivalent) If of such VAT is or becomes chargeable on any supply made by any Finance Party group for VAT purposes (the “SupplierRepresentative Member”)) to receives a credit for such VAT as “input tax”, as defined in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA (or the equivalent in any other Finance Party (the “Recipient”) under a Finance Document, and any Party jurisdiction other than the Recipient (United Kingdom), in which case such payment shall be made as soon as practicable after the “Relevant Party”) credit is required received. 8.11.2 If any amount in respect of VAT paid by the terms Lessor or the Representative Member pursuant to this Agreement or any of the Transaction Documents at any time shall be Irrecoverable VAT the Lessee shall forthwith on demand by the Lessor indemnify the Lessor and keep the Lessor fully indemnified at all times against such Irrecoverable VAT provided that if the Lessor determines that such Irrecoverable VAT subsequently proves to be recoverable and to the extent that no adjustment has been made in the calculation of such Irrecoverable VAT pursuant to the proviso in the definition of “Irrecoverable VAT”, the Lessor shall pay to the Lessee such amount, if any, as the Lessor shall determine will leave the Lessor in no better and no worse a position than the Lessor would have been in if no payment had been made by the Lessee to the Lessor under this clause 8.11. 8.11.3 If the Lessor makes any supply for VAT purposes pursuant to or in connection with this Agreement or any of the other Transaction Documents or any transaction or document contemplated herein or therein, the Lessee shall (save to the extent that the Lessor is entitled to be indemnified in respect of that VAT by an increased payment under clause 8.11.1 above) at such time as the Lessor certifies to the Lessee that any amount of VAT payable in respect of that supply has not been paid to the Lessor and having duly accounted for such VAT to HMRC at the correct time and having duly claimed bad debt relief in respect of that VAT the Lessor either has not or has not fully received such relief, pay on demand to the Lessor an amount equal to the aggregate of any Finance Document VAT which is payable in respect of that supply and has not been the subject of bad debt relief together with interest on an amount equal to any VAT payable in respect of the supply at LIBOR ascertained in respect of the date on which such VAT was accounted for to HMRC for the period from that date until the date of the Lessor’s certificate or the date upon which bad debt relief is received, provided that if an amount in respect of bad debt relief is subsequently recovered by the Lessor or the Representative Member which is attributable to VAT in respect of which the Lessee has made a payment under this clause 8.11.3 the Lessor shall, or shall procure that the Representative Member shall, pay an amount equal to the consideration for that supply such recovery to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only Lessee to the extent that such payment will not prejudice the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect retention of such VAT from the relevant tax authoritybad debt relief. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysupply and, and accordingly, subject to paragraph (bSection 2.16(j)(ii)(B) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Party party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Recipient must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “Other Recipient”) under a Finance Loan Document, and any Party party other than the Other Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Other Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Other Recipient receives from the relevant tax authority which the Other Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Other Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Other Recipient, pay to the Other Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Other Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.16(j) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, supply or (as appropriate) receiving the supply, supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of any other similar provision in any jurisdiction which that Party is not a member for VAT purposes at state of the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may beEuropean Union)). (ev) In relation to any supply made by a Finance Party Recipient to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Party party must promptly provide such Finance Party Recipient with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply.

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

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

VAT. (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is or becomes chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such that Finance Party is required to account to the relevant tax authority for the VAT, that Party must shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):), (i) (where where, the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must will (where this sub-paragraph (i) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the is in respect of such VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall also reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 16.8 to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (EC, or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may beMember State). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s its VAT registration number and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. AbbVie and Allergan consider that any amounts payable hereunder do not represent consideration for a taxable supply. If and to the extent that any relevant Tax Authority determines that any AbbVie Reimbursement Payment is consideration for a taxable supply and that Allergan (or any member of a VAT Group of which Allergan is a member) is liable to account to a Tax Authority for VAT in respect of such supply and such VAT is Irrecoverable VAT, then: (a) All amounts expressed to the AbbVie Reimbursement Payment shall be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT and any VAT shall be due and payable by Allergan or the relevant member of a VAT Group of which Allergan is chargeable on that supplya member to a Tax Authority in addition to the AbbVie Reimbursement Payment, and accordingly, in accordance with applicable VAT Law (subject to paragraph the provisions of Section 3.4(b) and (c) below); (b) belowthe sum of the total amount payable by Allergan by way of any AbbVie Reimbursement Payment, if together with any Irrecoverable VAT arising in respect of the supply for which the AbbVie Reimbursement Payment is consideration (“Allergan Irrecoverable VAT”), shall not exceed the Cap and the total amount of the AbbVie Reimbursement Payment shall be reduced to ensure such; and (c) to the extent that Allergan has already paid amounts in respect of any AbbVie Reimbursement Payment the sum of which, when combined with any Allergan Irrecoverable VAT, exceeds the Cap, AbbVie shall repay to Allergan, by way of a reduction in the amount of the AbbVie Reimbursement Payment, an amount necessary to ensure that the sum of the total remaining AbbVie Reimbursement Payment combined with any Allergan Irrecoverable VAT arising in connection with such does not exceed the Cap. AbbVie shall (and shall procure that any applicable member of the AbbVie Group shall) accommodate any reasonable action that Allergan requests, in writing and without delay, to avoid, dispute, defend, resist, appeal or becomes chargeable on compromise any determination of a Tax Authority that the AbbVie Reimbursement Payment is consideration for a taxable supply made by for VAT purposes and/or that Allergan or any Finance Party to any Party under a Finance Document and such Finance Party member of the Allergan Group is required liable to account to the relevant tax authority Tax Authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such supply and/or that all or any part of such VAT from the relevant tax authorityis Irrecoverable VAT. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

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

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Loan Party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Recipient must promptly provide an appropriate VAT invoice to that Loan Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “RecipientReceiving Party”) under a Finance Loan Document, and any Loan Party other than the Recipient Receiving Party (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Receiving Party in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Receiving Party must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Receiving Party receives from the relevant tax authority which the Recipient Receiving Party reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient Receiving Party is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the RecipientReceiving Party, pay to the Recipient Receiving Party an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Receiving Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.01(g) to any Loan Party shall, at any time when that such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person Person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the a European Union Member State, or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may bein any other jurisdiction). (ev) In relation to any supply made by a Finance Party Recipient to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Loan Party must promptly provide such Finance Party Recipient with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply. (vi) For the avoidance of doubt, this Section 3.01(g) shall be subject to Sections 2.20 and 2.21.

VAT. 10.9.1 If the Lessor makes any supply to the Lessee for Value Added Tax purposes pursuant to or in connection with this Lease or any of the other Relevant Documents or any transaction or document contemplated herein or therein, the Lessee shall promptly upon receipt of a valid VAT invoice (aor other evidence that the Lessor has been obliged to account for VAT in respect of that supply in accordance with applicable law) All amounts expressed pay to the Lessor an amount equal to any Value Added Tax which is payable in respect of that supply. 10.9.2 If and to the extent that any payment or other consideration to be payable under a Finance Document made or furnished by the Lessor to any Party person, other than the Lessee, pursuant to a Finance Party which (in whole or in partconnection 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 a result of any increase in the rate of) constitute any Value Added Tax, the consideration for Lessee shall pay to the Lessor within ten (10) days of demand an amount equal to any supply for VAT purposes are deemed Value Added Tax in relation thereto that proves to be exclusive 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 in question provided that if the Lessor determines in good faith that any amount of such Value Added Tax is not Irrecoverable VAT which is chargeable on that supplyit shall, and accordinglypromptly following such determination, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account pay to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) Lessee an amount equal to the amount of the VAT (that Value Added Tax determined not to be Irrecoverable VAT, and such Finance Party must promptly provide an appropriate on presentation of a valid VAT invoice to that Party)by the Lessee. (b) If 10.9.4 The Lessee and the Lessor agree to co-operate with a view to minimising any Irrecoverable VAT is suffered by either party under any transaction or becomes chargeable on any supply made document contemplated by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for but so that supply to the Supplier (rather than being neither party shall be required to reimburse do anything which would not be good business practice and legal or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required which would involve any adverse consequences to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VATit. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 13 to the contrary: (a) All amounts expressed to be payable under a Finance Note Document by the Issuer or any Party Guarantor to a Finance Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party Holder to the Issuer or any Party Guarantor under a Finance Note Document and such Finance Secured Party is required to account to the relevant tax authority for the VAT, that Party the Issuer or applicable Guarantor must pay to such Finance Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Holder must promptly provide an appropriate VAT invoice to that Partythe Issuer or applicable Guarantor). (b) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Secured Party (the “Specified Recipient”) under a Finance Note Document, and the Issuer or any Party Guarantor other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Finance Note Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (i1) (where the Supplier is the person Person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (i1) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii2) (where the Specified Recipient is the person Person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Note Document requires the Issuer or any Party Guarantor to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party the Issuer or applicable Guarantor shall reimburse or indemnify (as the case may be) such Finance Party Holder for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 13.6 to the Issuer or any Party Guarantor shall, at any time when that Party such Person is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Secured Party to the Issuer or any Party Guarantor under a Finance Note Document, if reasonably requested by such Finance PartyHolder, that Party the Issuer or applicable Guarantor must promptly provide such Finance Secured Party with details of that Partythe Issuer or applicable Guarantor’s VAT registration and such other information as is reasonably requested in connection with such Finance Secured Party’s VAT reporting requirements in relation to such supply.

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

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

VAT. Notwithstanding anything in Section 2.16 to the contrary: (a) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Lender Party to any Loan Party under a Finance Loan Document and such Finance Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Lender Party (in addition to and at the same time as paying any other consideration for such supplysupply or, if later, on presentation of a valid VAT invoice) an amount equal to the amount of the VAT (and such Finance Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Lender Party (the “Supplier”) to any other Finance Lender Party (the “Recipient”) under a Finance Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Lender Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 2.22 to any Loan Party shall, at any time when that such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person Person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the a European Union Member State, or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may bein any other jurisdiction). (e) In relation to any supply made by a Finance Lender Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance Lender Party, that Loan Party must promptly provide such Finance Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Lender Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be Aon and WTW consider that any Reimbursement Payments payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the hereunder do not represent consideration for any a taxable supply for VAT purposes are and agree to use all reasonable endeavours to secure that any Reimbursement Payments should not represent consideration for a taxable supply for VAT purposes (including not taking any contrary position in any Tax filing or return or in any correspondence with any Tax Authority). If and to the extent that 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 a VAT Group of which WTW or Aon is a member), is liable to account to a Tax Authority for VAT in respect of such supply and such VAT is Irrecoverable VAT, then: (a) in the case of an Aon Reimbursement Payment: (i) such Aon Reimbursement Payment shall be deemed to be 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 chargeable on that supplya member in addition to the Aon Reimbursement Payment, and accordingly, in accordance with applicable VAT Law (subject to paragraph the provisions of Sections 3.4(a)(ii) and 3.4(a)(ii) below); (ii) the sum of the total amount payable by WTW by way of any Aon Reimbursement Payment, together with any Irrecoverable VAT arising in respect of the supply 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, if together with any Irrecoverable VAT arising in respect of the supply for which the WTW Reimbursement Payment is determined by a Tax Authority to be consideration (“Aon Irrecoverable VAT”), shall not exceed the WTW Reimbursement Cap and the total amount of the WTW Reimbursement Payment shall be reduced to ensure such; and (iii) to the extent that Aon has already paid amounts in respect of 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 becomes chargeable on 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 consideration for a taxable supply made by for VAT purposes and/or that the Requesting Party or any Finance Party to any Party under a Finance Document and such Finance Party member of the WTW Group or the Aon Group, as the case may be, is required liable to account to the relevant tax authority Tax Authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such supply and/or that all or any part of such VAT from the relevant tax authorityis Irrecoverable VAT. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts set out, or expressed in a Credit Document to be payable under a Finance Document by any Party party to such agreement (a “Party”) to a Finance Party Secured Creditor which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to sub-paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Secured Creditor to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATCredit Document, that Party must shall pay to such Finance Party the Secured Creditor (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must Secured Creditor shall promptly provide an appropriate VAT invoice to that such Party)) unless the reverse charge procedure applies. (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Secured Creditor (the “Supplier”) to any other Finance Party Secured Creditor (the “Recipient”) under a Finance Credit Document, and any Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Credit Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (ciii) Where a Finance Credit Document requires any Party to reimburse or indemnify a Finance Party Secured Creditor for any cost or expense, that the Party shall reimburse or indemnify (as the case may be) such Finance Party Secured Creditor for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Secured Creditor reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VAT) Section 5.04.8 to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994 (United Kingdom) and the A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ (Australia) as well as the case may beequivalent meaning in any other jurisdiction where applicable). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

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

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

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

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”Section 6.5(k)(i) is required by the terms of any Finance Document hereby amended and restated in its entirety to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):state: (i) (where the Supplier is the person required to account Notwithstanding anything to the relevant tax authority for contrary in this Agreement, subject to Section 6.5(k)(ii), (A) all payments made pursuant to this Agreement are exclusive of VAT and (B) any VAT imposed on the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount transfers of the VAT. The Recipient must Purchased Assets and Assumed Liabilities and the Purchaser Business to Purchaser (where this sub-paragraph or any of the Purchaser Designated Affiliates) shall be charged to Purchaser (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which Purchaser Designated Affiliate) in addition to, in the Recipient reasonably determines relates case of the Purchased Assets and Assumed Liabilities, the Purchase Consideration and, in the case of the Purchaser Business, the consideration referred to in the VAT chargeable on that supply; and description of the Purchaser Contribution. Purchaser (ii) (where the Recipient is the person required to account to or the relevant tax authority for the VATPurchaser Designated Affiliate) the Relevant Party must promptly, following demand from the Recipient, shall pay to the Recipient an amount equal to the any such VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from upon receipt of the relevant tax authority VAT invoices, if such 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 respect order to treat any such transfer as a transfer of a going concern for VAT purposes 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 VAT. (c) Where a Finance Document requires any Party Taxing Authority disagrees with that treatment, it shall promptly notify Purchaser and reasonably cooperate with Purchaser to reimburse contest such disagreement upon Purchaser’s request, provided that Purchaser shall indemnify Seller Parent or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify Purchaser Parent (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shallcosts, at any time when that Party is treated as a member of a group expenses, fees or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested Taxes incurred in connection with such Finance Party’s contest. Seller Parent in the case of the 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 reporting requirements obligations under applicable Law. For clarity, this Section 6.5(k)(i) does not apply to any VAT imposed on any transaction or 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 relation 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. Notwithstanding the foregoing, any VAT imposed on any transaction or step set out under the heading “Alternate Steps” on Exhibit A of the Tax Indemnity Side Letter and which would not have been imposed upon the consummation of the steps set out under the heading “Original Steps” on Exhibit A of the Tax Indemnity Side Letter shall be governed by the terms of the Tax Indemnity Side Letter, and this Section 6.5(k)(i) shall not apply to such supplyVAT.”

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (12.1 To the extent that HM Customs & Excise determine in whole or in part) constitute the consideration for any supply for writing that VAT purposes are deemed to be exclusive of any VAT which is chargeable on the receipt by a Significant Creditor of its Compromise Entitlement in exchange for its Released Claims pursuant to this Agreement and the Members’ Scheme, such VAT shall be payable by the Parent subject as hereinafter provided. In the event that supplythe Members’ Scheme lapses and the Creditors’ Scheme becomes effective, then Newco 1 and accordingly, subject to paragraph Newco 2 (b) belowor, if applicable, the relevant representative member of their VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and group) shall pay such Finance Party is required to account VAT as hereinafter provided. 12.2 Promptly upon becoming aware of such written determination such Significant Creditor shall provide to 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 relevant tax authority for representative member of their VAT group)) a valid VAT invoice in respect of the VATrelevant supply or supplies, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to stating, inter alia, the amount of VAT chargeable on the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party)said receipt together with a copy of the said written determination. 12.3 The Parent (bor, 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)) If shall pay to TPL the amount of VAT is chargeable two Business Days following receipt in cleared funds of a VAT repayment or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under two Business Days after obtaining a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient credit from HM Customs & Excise in respect of that consideration): (i) (where any such VAT payable hereunder, as the Supplier case may be. A credit is the person required to account to the relevant tax authority obtained for the VAT) purposes of this clause on the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority date on which the Recipient reasonably determines relates to the VAT chargeable on that supply; and Parent, Newco 1 or Newco 2 (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptlyor, following demand from the Recipientif applicable their representative member, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) submits a VAT return on which such Finance Party for credit is claimed. The Parent (or, in the full amount event that the Members’ Scheme lapses and the Creditors’ Scheme becomes effective, Newco 1 and Newco 2 (or, if applicable, the representative member of such cost or expense, including such part of it as represents VAT, save their VAT group)) shall use all reasonable endeavours to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of obtain such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated repayment or credit 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 soon as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state possible after receipt of the European Union or equivalent provisions imposed elsewhere) so that a reference VAT invoice referred to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)above. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) ), upon receipt from such Finance Party of a valid VAT invoice raised in accordance with the requirements of the Value Added Tax ▇▇▇ ▇▇▇▇, an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party)VAT. (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives is entitled to receive from the relevant tax authority which the Recipient reasonably determines relates in relation to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 7.9 to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply which is liable to VAT made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

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

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

VAT. Notwithstanding anything in Section 2.14 to the contrary: (a) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Lender Party to any Loan Party under a Finance Loan Document and such Finance Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Lender Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Lender Party (the “Supplier”) to any other Finance Lender Party (the “Recipient”) under a Finance Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Lender Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 2.21 to any Loan Party shall, at any time when that such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person Person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the a European Union Member State, or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may bein any other jurisdiction). (e) In relation to any supply made by a Finance Lender Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance Lender Party, that Loan Party must promptly provide such Finance Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Lender Party’s VAT reporting requirements in relation to such supply.

VAT. 7.1 Where pursuant to the terms of this Agreement, any party (athe "SUPPLIER") All amounts expressed makes a supply to be payable under a Finance Document by any Party to a Finance Party which other party (in whole or in partthe "RECIPIENT") constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any and VAT which is chargeable on that such supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account the Recipient shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Party Supplier (in addition to and at the same time as paying any other consideration for such supply) an amount a sum equal to the amount of such VAT, such payment to be made no later than three working days before the last day (as notified to the Recipient by the Supplier in writing) on which the Supplier can account to H M Customs & Excise for such VAT (without incurring any interest or penalties, and such Finance Party must promptly the Supplier shall provide an appropriate the Recipient with a valid tax invoice for VAT invoice to that Party)purposes. 7.2 Any obligation to reimburse or pay another party's expenditure extends to irrecoverable VAT on that expenditure and the person liable to pay shall also reimburse or pay such VAT. 7.3 If either party (bthe "PAYER") If has paid any amount in respect of VAT is or becomes chargeable under this Clause 7 to the other party (the "PAYEE") on any the basis that: 7.3.1 The Transaction in respect of which such amount was paid gave rise to a supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal Payee to the consideration Payer for VAT purposes; and 7.3.2 such supply was a taxable supply for VAT purposes and it subsequently transpires that no supply was made, or that such supply was not a taxable supply, for VAT purposes, the Payee shall forthwith repay such amount to the Supplier (rather than being required Payer PROVIDED THAT, if the payee has already accounted to reimburse or indemnify the Recipient H M Customs & Excise for VAT in respect of the said transaction on the basis that consideration): (i) (where such transaction gave rise to a taxable supply for VAT purposes, the Supplier is the person required Payee shall only be obliged to account repay such amount to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only Payer if and to the extent that the Recipient reasonably determines that it is not entitled able to obtain repayment or credit or repayment from the relevant tax authority H M Customs & Excise in respect of that VAT. (c) Where the VAT it has accounted to them, and in such a Finance Document requires any Party case, the Payee shall use all reasonable endeavours to reimburse obtain such repayment or indemnify a Finance Party for any cost or expensecredit from H M Customs & Excise, that Party and the Payee shall reimburse or indemnify (as the case may be) only be obliged to repay such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated Payer as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented aforesaid within three working days following receipt by the relevant member state Payee of the European Union said repayment from H M Customs & Excise or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or three working days following the relevant group or unity (or fiscal unity) of date on which that Party is a member for VAT purposes at the relevant time or Payee has fully utilised the relevant representative member (or representative or head) of that group or unity at the relevant time said credit (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

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

VAT. Notwithstanding anything in Section 2.14 to the contrary: (a) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Lender Party to any Loan Party under a Finance Loan Document and such Finance Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Lender Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Lender Party (the “Supplier”) to any other Finance Lender Party (the “Recipient”) under a Finance Loan Document, and any Loan Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Lender Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 2.21 to any Loan Party shall, at any time when that such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may be)Value Added Tax Act 1994) . (e) In relation to any supply made by a Finance Lender Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance Lender Party, that Loan Party must promptly provide such Finance Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Lender Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed a. The Purchase Price is meant to be payable under a Finance Document by net amount that does not include any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to To the extent that the Recipient reasonably determines that it execution of the transactions contemplated by this Agreement is not entitled subject to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save such VAT shall be paid by Purchaser at Closing in addition to the Purchase Price if and to the extent such VAT is owed by Seller and/or a Selling Affiliate to the relevant Taxing Authority. Provided however, that if such Finance Party reasonably determines VAT is an Unrecoverable VAT, the amount paid by purchaser at Closing Shall be the amount specified in Section 24.1 hereof. If and to the extent VAT is owed by Purchaser pursuant to reverse charge mechanism or any similar provision under the VAT Laws of a relevant jurisdiction, Purchaser shall remit it to the competent Taxing Authority (by way of cash payment or other applicable settlement method). Seller and/or the relevant Selling Affiliate shall issue on the Closing Date any required invoices and required supporting documentation in line with applicable VAT Laws. The determination (i) to what extent the transaction contemplated by the execution of this Agreement is subject to VAT, and (ii) to what extent such VAT is owed by Seller, a Selling Affiliate or by Purchaser shall be made by the Parties prior to Closing; if the Parties fail to reach such an agreement the reasonable opinion of Seller 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 with respect the sale and transfer of the Business. b. To the extent applicable and legally possible the Parties shall seek and cooperate to treat the sale and transfer of the Business in the relevant jurisdiction as a non-VATable transfer of a going concern (i.e., business as a whole) and provide each other with all relevant information for that it is entitled purpose. Twenty (20) Business Days after Purchaser has identified all Purchaser Designees according to credit or repayment in Section 5.2, Seller shall indicate to Purchaser which transactions, according to Seller’s opinion, may trigger VAT. In respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when transactions that Party is have been treated as a member non-VATable transfer of a group or unity going concern at Closing, Purchaser represents that it and each Purchaser Designee (or fiscal unityi) is an entrepreneur for VAT purposes, include (where appropriate ii) acquires the Business for its business (für sein Unternehmen) and unless (iii) will continue to run the context otherwise requiresBusiness for a period of at least twenty four (24) months essentially in a reference way as it was run immediately prior to the person who is treated Closing Date (Unternehmensfortführung). For the avoidance of doubt, the last sentence of Section 12.3(a) remains unaffected. c. Seller and each relevant Selling Affiliate have the right to opt for VAT on the Closing Date in respect of but not limited to the Sold Assets to the extent the requirements under the relevant VAT Laws are fulfilled. For the avoidance of doubt, Section 12.3(b) shall be unaffected. d. 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 Seller or a Selling Affiliate (including if no VAT has been invoiced at that time as making all) due to (i) the supplyFinal Purchase Price Allocation, (ii) an assessment after Closing of a Taxing Authority in charge of Seller’s or a Selling Affiliate’s VAT affairs, or (as appropriateiii) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented any other reason identified by the Parties after Closing, the Parties shall make appropriate declarations and filings with the relevant member state Taxing 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 European Union or equivalent provisions imposed elsewhere) so that a reference Taxing Authorities, respectively, in each case without undue delay. In particular, if according to a Party determination made by a Taxing Authority in charge of Seller’s or a Selling Affiliate’s VAT affairs the VAT payable by Seller or a Selling Affiliate is higher than shown on the relevant invoice (including if no VAT has been invoiced at all), Purchaser shall be construed as a reference pay the corresponding shortfall amount to that Party Seller (taking into account whether or not the VAT is an Unrecoverable VAT) (or the relevant group or unity Selling Affiliate as directed by Seller) within ten (or fiscal unity10) Business Days after receipt of which that Party is a member for VAT purposes at notification of the shortfall amount by Seller, but not earlier than five (5) Business Days before the relevant time or VAT becomes due (taking into account any extension of the relevant representative member (or representative or head) due date granted by the Taxing Authority). Any interest and/or penalty due to be paid to a Taxing Authority on the VAT due by the execution of the transactions contemplated by this Agreement shall be borne by Purchaser, provided however, that group or unity at the relevant time (as in the case may be). (e) In relation of an Unrecoverable VAT, such amount shall be borne by the Purchaser in accordance with Section 24.1 hereof in respect of those transactions treated as a non-VAT able transfer of a going concern; in all other cases any interest and/or penalty shall be equally borne by the Parties unless and to any supply made the extent such interest and/or penalty is triggered by a Finance failure of one Party to any timely pay the VAT in accordance with the determination under Section 12.3(a) in which case such Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supplyshall bear the respective interest/penalty.

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

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party any Lender which (in whole or in part) constitute the consideration for any a supply for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that such supply, and accordingly, subject to paragraph (b) belowSection 3.2(g)(ii), if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must Lender shall promptly provide an appropriate VAT invoice to that Partysuch party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (iSection 3.2(g)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.2(g) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the applicable grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of any similar provision in any jurisdiction which that Party is not a member for VAT purposes at state of the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)European Union. (ev) In relation to any supply made by a Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance Party▇▇▇▇▇▇, that Party party must promptly provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party▇▇▇▇▇▇’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supply, such supply or supplies and accordingly, subject to paragraph (b) below, below if VAT is or becomes chargeable on any supply or supplies made by any Finance Party to any Party under a Finance Document and Document: (i) if such Finance Party is required to account to the relevant tax authority for the VAT, then that Party must shall pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supplythat supply or supplies) an amount equal to the amount of the VAT upon such Finance Party providing an appropriate VAT invoice to such Party; or (ii) if such Party is required to directly account for such VAT under the reverse charge procedure provided for by any relevant VAT provisions of the jurisdiction in which such Party received such supply, then such Party shall account for the VAT at the appropriate rate (and such the relevant Finance Party must promptly provide an appropriate VAT invoice to such Party stating that Partythe amount is charged in respect of a supply that is subject to VAT but that the reverse charge procedure applies). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient determines (acting reasonably determines and in good faith) relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient determines (acting reasonably determines and in good faith) that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost costs or expenseexpenses, that Party shall reimburse or indemnify (as the case may be) such Finance Party for against any VAT incurred by that Finance Party in respect of the full amount of such cost costs or expenseexpenses, including such part of it as represents VAT, save to the extent that such the Finance Party determines (acting reasonably determines and in good faith) that neither it nor any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such the VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 14.9 to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, supply or (as appropriate) receiving the supply, supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union EU or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the EU)) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in this Credit Agreement or in a Loan Document to be payable under a Finance Document by any Party party to a Finance any Secured Party which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bSection 3.02(b) below, if VAT is or becomes chargeable on any supply made by any Finance Secured Party to any Party party under this Credit Agreement or a Finance Loan Document and such Finance the Secured Party is required to account to the relevant tax authority for the VAT, that Party must party shall pay to such Finance the Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Secured Party must shall promptly provide an appropriate VAT invoice to that Partysuch party). (b) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Party of the Secured Parties (the “Subject Recipient”) under a Finance Loan Document, and any Party party other than the Subject Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient such Secured Party in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Subject Recipient must (shall, where this sub-paragraph Section (i) applies) , promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Subject Recipient receives from the relevant tax authority which the Subject Recipient reasonably determines relates to the VAT chargeable on that the supply; and (ii) (where the Subject Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall promptly, following demand from the Subject Recipient, pay to the Subject Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Subject Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance the Secured Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance the Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 3.02 to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Secured Party to any Party party under a Finance Loan Document, if reasonably requested by such Finance the Secured Party, that Party party must promptly provide such Finance Party with details of that Party’s its VAT registration and such other information as is reasonably requested in connection with such Finance the Secured Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to this Agreement (each, a “Party”) to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bSection 2.19(g)(ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Loan Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Loan Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (eiv) In relation to any supply made by a Finance Party to any Party under a Finance Loan Document, if reasonably requested by such Finance Party, that such Party must promptly provide such Finance Party with details of that such Party’s VAT registration (if any) and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

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

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Loan Party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party suchsubject to the relevant Recipient must promptly provide provideproviding an appropriate VAT invoice to that Loan Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Recipient (the ““ Supplier”” ) to any other Recipient (the ““Receiving Party””) under a Loan Document, and any Loan Party other than the Receiving Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party””) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Receiving Party in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Receiving Party must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Receiving Party receives or obtains from the relevant tax authority which the Recipient Receiving Party reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient Receiving Party is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the RecipientReceiving Party, pay to the Recipient Receiving Party an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Receiving Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Loan Party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.01(gh) to any Loan Party shall, at any time when that such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person Person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the a European Union Member State, or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may bein any other jurisdiction). (ev) In relation to any supply made by a Finance Party Recipient to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Loan Party must promptly provide such Finance Party Recipient with details of that PartyLoan Party’sParty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’sRecipient’s VAT reporting requirements in relation to such supply. (vi) For the avoidance of doubt, this Section 3.01(gh) shall be subject to Sections 2.20 and 2.21.

VAT. (a) All amounts expressed to be payable under a Finance any Loan Document by any Party party to any Agent or a Finance Party Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bSection 3.03(b) below, if VAT is or becomes chargeable on any supply made by any Finance Party an Agent or a Lender to any Party party under a Finance any Loan Document and the such Finance Party Agent or such Lender is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party Agent or such Lender (in addition to and at the same time as paying any other 98 consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party an Agent or Lender concerned must promptly provide an appropriate VAT invoice to that Partyparty). (b) If VAT is or becomes chargeable on any supply made by any Finance Party an Agent or a Lender (the “Supplier”) to any Agent or any other Finance Party Lender (the “RecipientReceiver”) under a Finance any Loan Document, and any Party party other than the Recipient Receiver (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Receiver in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Receiver must (where this sub-paragraph (iSection 3.03(b)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Receiver receives from the relevant tax authority which the Recipient Receiver reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient Receiver is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must promptly, following demand from the RecipientReceiver, pay to the Recipient Receiver an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Receiver reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance any Loan Document requires any Party party to reimburse or indemnify any Agent or a Finance Party Lender for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Agent or such Lender for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Agent or such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VATSections 3.03(a)-(d) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party party to any Party other party under a Finance any Loan Document, if reasonably requested by such Finance Partyparty, that Party other party must promptly provide such Finance Party party with details of that Party’s other party's VAT registration and such other information as is reasonably requested in connection with such Finance Partyparty’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts set out or expressed to be payable under a Finance Loan Document by any Party party to a Finance Party any Lender or Administrative Agent which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph clause (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender or Administrative Agent to any Party party under a Finance Loan Document and such Finance Party Lender or Administrative Agent is required to account to the relevant tax authority Governmental Authority for the VAT, that Party must party shall pay to such Finance Party the Lender or Administrative Agent, as the case may be, (in addition to and at the same time as paying any other consideration for such supplysupply subject to receipt of a valid VAT invoice) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party)VAT. (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender or Administrative Agent (the “Supplier”) to any other Finance Party Lender or Administrative Agent (the “Supply Recipient”) under a Finance Loan Document, and any Party party other than the Supply Recipient (the “Relevant Party”) is required by the terms of any Finance a Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Supply Recipient in respect of that consideration):), then: (iA) (where the Supplier is the person required to account to the relevant tax authority Governmental Authority for the VAT) , the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT; the VAT. The Supply Recipient must (where this sub-paragraph subsection (iii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Supply Recipient receives from the relevant tax authority Governmental Authority which the Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Supply Recipient is the person required to account to the relevant tax authority Governmental Authority for the VAT) , the Relevant Party must promptly, following demand from the Supply Recipient, pay to the Supply Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Supply Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority Governmental Authority in respect of all or part of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender or Administrative Agent for any cost or expense, that Party the party shall reimburse or indemnify (as the case may be) such Finance Party Lender or Administrative Agent for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Lender or Administrative Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authorityGovernmental Authority. (div) Any reference in this Clause 12.6 (VATSection 4.02(k) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the a person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for as defined in Article 11 of the EC Council Directive 2006/112/EC (2006/112 or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so any national legislation implementing that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)Directive. (ev) In relation to any supply made by a Finance Party Lender or Administrative Agent to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender or Administrative Agent, that Party party must promptly provide such Finance Party Lender or Administrative Agent with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s or Administrative Agent’s, as the case may be, VAT reporting requirements in relation to such supply. (vi) Each party’s obligations under this Section 4.02(k) shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of a Lender, and the repayment, satisfaction or discharge of all Obligations under any Loan Document.

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

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

VAT. (a) All amounts expressed stated to be payable by either party under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to this Agreement shall be exclusive of any VAT which is properly chargeable on that supply, and accordingly, subject any amount. Each party shall pay to paragraph (b) below, if the other party any VAT is or becomes properly chargeable on any supply made by to it under this Agreement provided that it shall first have received from the other party a valid tax invoice in respect of that supply which complies with the requirements of Part III Value Added Tax Regulations 1995. If either party (referred to in this Clause as the "First Party") shall consider that any Finance VAT which the other party (referred to in this Clause as the "Second Party") claims to be properly chargeable to the First Party in connection with this Agreement is not in fact properly so chargeable, the First Party shall be entitled to require the Second Party to any Party under obtain a Finance Document and clearance from the Commissioners for Revenue & Customs (or, if relevant, such Finance Party other body as is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and charged at the same time with the collection and management of VAT) (referred to in this Clause as paying any other consideration for such supplythe "Commissioners") an amount equal as to the amount of the VAT (if any) properly so chargeable. The Second Party shall forthwith request the Commissioners for such a clearance. The following further provisions shall apply in respect of the application for a clearance in accordance with Clause 28.3:- prior to submitting its request for such a clearance and any further communication to the Commissioners in connection with the obtaining of the clearance, the Second Party shall first obtain the agreement of the First Party to the contents of such Finance request and any such further communication, such agreement not to be unreasonably withheld or delayed; the Second Party must promptly shall provide an appropriate VAT invoice to that Party). the First Party copies of all communications received from the Commissioners in connection with the application for a clearance as soon as practicable after receipt; and the Second Party shall use all reasonable endeavours (b) If VAT is or becomes chargeable on any supply made by any Finance Party (including without limitation the “Supplier”provision of such additional information as the Commissioners may require) to any other Finance Party (obtain such a clearance as soon as reasonably practicable following the “Recipient”) under initial request. If a Finance Document, and any Party other than the Recipient (the “Relevant Party”) clearance is required by the terms of any Finance Document First Party under Clause 28.3, the First Party shall not be obliged to pay an amount equal the VAT so claimed by the Second Party unless and until a clearance is received from the Commissioners which states that a sum of VAT (the "VAT Sum") is properly so chargeable or the Commissioners state that they are not prepared to give any clearance on the consideration for matter. In this case, then subject to Clauses 28.6 and 28.7 and provided that supply the First Party shall first have received a valid tax invoice which complies with the requirements of Part III Value Added Tax Regulations 1995 and which states the VAT Sum to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to be the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay VAT chargeable to the Relevant First Party, the First Party an amount equal to shall pay the VAT Sum (and any credit interest or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates penalties attributable to the VAT chargeable Sum) to the Second Party. If the First Party disagrees with any clearance obtained pursuant to Clause 28.3 by the Second Party from the Commissioners, then the Second Party (provided that it is indemnified to its reasonable satisfaction against all costs and expenses including interest and penalties which it may incur in relation thereto) shall take such action and give such information and assistance to the First Party as the First Party may require to challenge such clearance or otherwise to resist or avoid the imposition of VAT on that the relevant supply. The following further provisions shall apply if the First Party shall exercise its rights under Clause 28.6:- the action which the First Party shall be entitled to require the Second Party to take shall include (without limitation) contesting any assessment to VAT or other relevant determination of the Commissioners before any tax tribunal or court of competent jurisdiction and appealing any judgement or decision of any such tribunal or court; and (ii) (where if the Recipient is the person Second Party shall be required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to or deposit with the Recipient an amount Commissioners a sum equal to the VAT chargeable on that supply but only assessed as a condition precedent to its pursuing any appeal, the First Party shall, at its election, either pay such sum to the extent Commissioners on behalf of the Second Party or on receipt of proof in a form reasonably satisfactory to the First Party that the Recipient reasonably determines Second Party has paid such sum to or deposited such sum with the Commissioners the First Party shall pay such sum to the Second Party; save as specifically provided in Clause 28.4, the First Party shall not be obliged to pay to the Second Party any sum in respect of the VAT in dispute to the Second Party or in respect of VAT on any further supplies made by the Second Party to the First Party which are of the same type and raise the same issues as the supplies which are the subject of the relevant dispute unless and until the final outcome of the relevant dispute is that it is not entitled to credit either determined or repayment from agreed that VAT is properly chargeable on the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any supply or supplies; and the Second Party shall account to reimburse or indemnify a Finance the First Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save costs awarded to the extent that such Finance Second Party reasonably determines that it on any appeal, for any sum paid to or deposited with the Commissioners in accordance with Clause 28.7.2 which is repayable to the Second Party and for any interest to which the Second Party is entitled to credit or repayment in respect of such sums. Subject to Clause 28.9, if, following a Change in Law, ▇▇▇▇▇ becomes unable to recover VAT from attributable to supplies to be made to the Authority by hubco pursuant to this Agreement, the Authority shall ensure that hubco is left in no better and no worse position than it would have been had such Change in Law not occurred (including but not limited to making such amendments to this Agreement as hubco and the Authority shall agree acting reasonably), provided that hubco shall use all reasonable endeavours to mitigate the adverse effects of any such Change in Law. The provisions of Clause 28.8 shall apply only if (and to the extent that) the Change in Law was not reasonably foreseeable at the date of this Agreement by an experienced contractor performing operations similar to the relevant tax authority. (d) Any reference Project Operations on the basis of draft bills published in this Clause 12.6 (VAT) to any Party shallGovernment green or white papers or other Government departmental consultation papers, at any time when that Party is treated as a member of a group bills, draft statutory instruments or unity (draft instruments or fiscal unity) for VAT purposes, include (where appropriate and unless proposals published in the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state Official Journal of the European Union or equivalent provisions imposed elsewhere) so that a reference Union, in each case published: prior to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) date of which that Party is a member for VAT purposes at this Agreement; and in substantially the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (same form as the case may be)Change in Law. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by to any Party to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bB) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Credit Party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that such Credit Party must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Lender must promptly provide an appropriate VAT invoice to that such Credit Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (solely for purposes of this Section 4.7(e), the “Supplier”) to any other Finance Party Recipient (solely for purposes of this Section 4.7(e), the “RecipientCustomer”) under a Finance Loan Document, and any Party party other than the Recipient Customer (solely for purposes of this Section 4.7(e), the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Customer in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Customer must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Customer receives from the relevant tax authority which the Recipient Customer reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient Customer is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the RecipientCustomer, pay to the Recipient Customer an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Customer reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (cC) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (dD) Any reference in this Clause 12.6 (VATSection 4.7(e) to any Party party to a Loan shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (eE) In relation to any supply made by a Finance Party Recipient to any Credit Party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that such Credit Party must promptly provide BUSINESS.31606820.2 such Finance Party Recipient with details of that such Credit Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party▇▇▇▇▇▇’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Document this Agreement by any Loan Party to a Finance Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplythe supply (which is the basis of such payment), and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Secured Party under a Finance Document and this Agreement that Loan Party must (i) pay to such Finance Secured Party additionally an amount equal to the amount of the VAT if the Secured Party is required to account to the relevant tax authority for the VAT, that Party must or (ii) pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of VAT to the VAT (and such Finance relevant tax authority if the Loan Party is subject to the so-called reverse-charge mechanism. The Secured Party must promptly provide an appropriate VAT invoice to that the respective Loan Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Secured Party to any other Secured Party (the “Supplier”) to any other Finance Party (the “"Second Recipient”") under a Finance Documentthe Agreement, and any Party party under this Agreement other than the Second Recipient (the “"Relevant Party”") is required by the terms of any Finance Document the Agreement to pay an amount equal to the consideration for that supply to the Supplier Secured Party (rather than being required to reimburse or indemnify the Second Recipient in respect of that consideration): (iA) (where the Supplier Secured Party is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier Secured Party (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Second Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Second Recipient receives from the relevant tax authority which the Second Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Second Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Second Recipient, pay to the Second Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Second Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Document the Agreement requires any Party party under this Agreement to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Secured Party for the full amount of such cost or expense, including 128498985v11 such part of it thereof as represents VAT, save to the extent that such Finance Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.09(g) to any Party party under this Agreement shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) unit for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in the German Value Added Tax Act (Umsatzsteuergesetz), in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhere) any other similar provision in any jurisdiction so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or fiscal unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.]

VAT. (a) 8.1 All amounts set out or expressed in this Agreement or the other Loan Documents to be payable under a Finance Document by any Party party to this Agreement to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) 8.2 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party other party to this Agreement under a Finance Document and such Finance Party is required to account this Agreement or the other Loan Documents, that party shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that Partysuch party to this Agreement). (b) 8.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Documentthis Agreement or the other Loan Documents, and any Party party to this Agreement other than the Recipient (the “Relevant "Subject Party”") is required by the terms of any Finance Document this Agreement or the other Loan Documents to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):); (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) 8.3 Where a Finance Document requires this Agreement or the other Loan Documents require any Party party to this Agreement to reimburse or indemnify a Finance Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) 8.4 Any reference in this Clause 12.6 (VAT) 8 to any Party party to this Agreement shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term "representative member" to have the same meaning as in the case may beValue Added Tax Act 1994). (e) 8.5 In relation to any supply made by a Finance Party to any Party party to this Agreement under a Finance Documentthis Agreement or the other Loan Documents, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out, or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are Lender shall be deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party under in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to such Finance Party Lender (in addition to and at the same time as paying any other consideration for such supplyconsideration) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party)VAT. (b) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under in connection with a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):Supplier: (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part of it as thereof that represents VAT, save to the extent that such Finance Party reasonably Lender determines that it or any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 11.4 to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated representative member of such group at that such time (the term “representative member” to have the same meaning, in Ireland, as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented group member notified by the relevant Revenue Commissioners in accordance with Section 15(1)(a) VATCA 2010 as being the member state responsible for complying with the provisions of that Act in respect of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party group or the equivalent meaning under relevant group or unity (or fiscal unity) of which that Party is VAT legislation where such legislation uses a member for VAT purposes at the relevant time or the relevant term other than “representative member (or representative or head) of that group or unity at the relevant time (as the case may bemember”). (e) In relation to any supply made by a Finance Party Lender to any Party under a Finance Document, if reasonably requested by such Finance PartyLender, that Party must promptly provide such Finance Party Lender with details of that Party’s VAT registration (if applicable) and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply.

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

VAT. (a) All amounts Except where expressly stated to the contrary in this Agreement: the amount of any payment or the value of any supply is expressed exclusive of VAT properly chargeable on it; and where any payment or taxable supply falls to be payable under made 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 Finance Document valid VAT invoice for it. The payment of the Grant or any part thereof hereunder by the Council to the Grant Recipient shall be regarded as inclusive of any Party VAT chargeable thereon Without prejudice to any other term of this Agreement, the Council reserves the right to recover from the Grant Recipient the Grant or such part thereof as is determined in accordance with clause 8.2 (the “Recoverable Amount”) in circumstances where: the Agreement is terminated in accordance with the provisions of Clause 15 (Termination); the Grant has been paid to the Grant Recipient on the basis of a Finance Party which (misrepresentation made by or on behalf of the Grant Recipient; the Grant has been paid to the 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) constitute part by the consideration Grant Recipient to another party for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party use other than the Recipient (Agreed Purposes and/or where the “Relevant Party”) is required 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 Council; the Affordable Housing Units are not completed by the terms Longstop Date; the Grant paid by the Council is greater than the total qualifying grant proportion of any Finance Document to pay the actual Total Development Costs; or the Council has made an amount equal overpayment or has made a payment in error to the consideration for that supply Grant Recipient; The affordable housing unit tenant exercises any statutory right to the Supplier (rather than being required buy or equivalent right to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount acquire ownership of the VATaffordable housing unit. The Recipient must (where this sub-paragraph (i) applies) promptly pay to In the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.circumstances set out in:

VAT. (ai) All amounts expressed to be payable under a Finance Document this Agreement by any Party party to this Agreement (for the purposes of this Section 2.6(h) a “Party”) to a Finance Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Secured Party to any Party under a Finance Document and such Finance Secured Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Secured Party must promptly provide an appropriate VAT invoice to that Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Secured Party (the “Recipient”) under a Finance Documentthis Agreement, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance this Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii2) (where Where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Document this Agreement requires any Party to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Secured Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.6(h) to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beU.K. Value Added Tax Act 1994). (ev) In relation to any supply made by a Finance Secured Party to any Party under a Finance Documentthis Agreement, if reasonably requested by such Finance Secured Party, that Party must promptly provide such Finance Secured Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Secured Party’s 's VAT reporting requirements in relation to such supply.

VAT. (a) 6.1 All amounts expressed to be sums payable under a Finance Document this Agreement by any Party FSP to a Finance Party which (in whole GSPM or in part) constitute the consideration for any supply for VAT purposes are by GSPM to FSP shall be deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any the supply made by any Finance Party to any Party under a Finance Document and GSPM or FSP (as the case may be) for which such Finance Party is required to account sums are (the whole or part of) the consideration for VAT purposes. 6.2 Where, pursuant to the relevant tax authority terms of this Agreement, either party (the "SUPPLIER") makes a supply to the other party (the "RECIPIENT") for VAT purposes and VAT is chargeable on such supply, the VAT, that Party must Recipient shall pay to such Finance Party the Supplier (in addition to to, and at the same time as paying providing, any other consideration for such supply) an amount 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 (and such Finance Party must promptly provide an appropriate VAT invoice to that Party)purposes. (b) 6.3 If VAT is or becomes chargeable on any supply made by any Finance Party either party (the “Supplier”"PAYER") to has paid any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):VAT under this Clause 6 to the other party (the "PAYEE") on the basis that: (i) (where the Supplier is transaction in respect of which such amount was paid gave rise to a supply made by the person required to account Payee to the relevant tax authority Payer for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supplypurposes; and (ii) (where 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 Recipient is the person required to account Payee shall forthwith repay such amount to the relevant tax authority Payer and provide the Payer with an appropriate credit note for VAT purposes Provided That, if the VAT) Payee has already accounted to H M Customs & Excise for VAT in respect of the Relevant Party must promptlysaid transaction on the basis that such transaction gave rise to a taxable supply for VAT purposes, following demand from the Recipient, pay Payee shall only be obliged to repay such amount to the Recipient an amount equal to the VAT chargeable on that supply but only Payer if and to the extent that the Recipient reasonably determines that it is not entitled able to obtain repayment or credit or repayment from the relevant tax authority H M Customs & Excise in respect of that VAT. (c) Where the VAT it has accounted to them, and in such a Finance Document requires any Party case, the Payee shall use all reasonable endeavours to reimburse obtain such repayment or indemnify a Finance Party for any cost or expensecredit from H M Customs & Excise, that Party and the Payee shall reimburse or indemnify (as the case may be) only be obliged to repay such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated Payer as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented aforesaid within 3 Working Days following receipt by the relevant member state Payee of the European Union said repayment from H M Customs & Excise or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or 3 Working Days following the relevant group or unity (or fiscal unity) of date on which that Party is a member for VAT purposes at the relevant time or Payee has fully utilised the relevant representative member (or representative or head) of that group or unity at the relevant time said credit (as the case may be). 6.4 Where either party (ethe "REIMBURSING PARTY") In relation is required by the terms of this Agreement to reimburse the other party (the "OTHER PARTY") for the costs or expenses of any supply supplies made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance the Other Party, the Reimbursing Party shall also at the same time pay and indemnify the Other Party against all VAT input tax incurred by the Other Party on such supplies save to the extent that the Other Party must promptly provide is entitled to repayment or credit in respect of such Finance Party with details 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 FSP shall, upon being attached to or built into the Building, become and remain the property of FSP and (if appropriate) a part of the Demised Premises and subject to the Lease. 7.2 The parties hereby acknowledge that Party’s VAT registration no Gold▇▇▇ ▇▇▇h▇ ▇▇▇up Company shall have any liability to, and no such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supplyGroup Company shall, pay for 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. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party any Lender which (in whole or in part) constitute the consideration for any a supply for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that such supply, and accordingly, subject to paragraph (b) belowSection 3.10(g)(ii), if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must Lender shall promptly provide an appropriate VAT invoice to that Partysuch party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (iSection 3.10(g)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.10(g) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the applicable grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of any similar provision in any jurisdiction which that Party is not a member for VAT purposes at state of the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)European Union. (ev) In relation to any supply made by a Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance Party▇▇▇▇▇▇, that Party party must promptly provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party▇▇▇▇▇▇’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in this Agreement or in a Loan Document to be payable under a Finance Document by any Party party to a Finance any Secured Party which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bSection 3.02(b) below, if VAT is or becomes chargeable on any supply made by any Finance Secured Party to any Party party under this Agreement or a Finance Loan Document and such Finance the Secured Party is required to account to the relevant tax authority for the VAT, that Party must party shall pay to such Finance the Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Secured Party must shall promptly provide an appropriate VAT invoice to that Partysuch party). (b) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Party of the Secured Parties (the “Subject Recipient”) under a Finance Loan Document, and any Party party other than the Subject Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient such Secured Party in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Subject Recipient must (shall, where this sub-paragraph (iSection 3.02(b)(i) applies) , promptly pay to the Relevant IF "1" = "1" "#4875-2924-7575v15" "" #4875-2924-7575v15 AMERICAS 120585256 Subject Party an amount equal to any credit or repayment obtained by the Subject Recipient receives from the relevant tax authority which the Subject Recipient reasonably determines relates to the VAT chargeable on that the supply; and (ii) (where the Subject Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall promptly, following demand from the Subject Recipient, pay to the Subject Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Subject Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance the Secured Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance the Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 3.02 to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or any predecessor to it or supplemental to that Directive) or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Secured Party to any Party party under a Finance Loan Document, if reasonably requested by such Finance the Secured Party, that Party party must promptly provide such Finance Party with details of that Party’s its VAT registration and such other information as is reasonably requested in connection with such Finance the Secured Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed all sums payable by the Receivables Trustee, the Loan Note Issuer, or, as the case may be, any other Investor Beneficiary, to be payable under a Finance Document by any Party to a Finance Party other party hereto are inclusive of any VAT which is chargeable on the supply or supplies for which such sums (in or any part thereof) are the whole or in part) constitute part of the consideration for any supply for VAT purposes and section 89 of the VATA shall not apply to affect the amount of such sums; and (ii) all sums payable by the Servicer (the "PAYER") to any other party hereto (the "PAYEE") are deemed to be exclusive of any VAT which is chargeable on that supply, the supply or supplies for which such sums (or any part thereof) are the whole or part of the consideration for VAT purposes. Where the Payee makes a supply to the Payer for VAT purposes pursuant hereto and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any such supply made by any Finance Party (being VAT for which the Payee is accountable to any Party under a Finance Document and such Finance Party is required to account HM Revenue & Customs), the Payer shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Party Payee (in addition to and at the same time as paying any other consideration for such supply) an amount a sum equal to the amount of such VAT, such payment to be made no later than 2 Business Days before the last day (as notified to the Payer in writing by the Payee) on which the Payee can account to HM Revenue & Customs for such VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party)without incurring any interest or penalties. (biii) If VAT is Any reference herein to any fee, cost, disbursement, expense or becomes chargeable on any supply made liability incurred by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, party and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): which such party is to be reimbursed (ior indemnified) (where the Supplier is the by any other person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to or the amount of which is to be taken into account in any calculation or computation shall, save where the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; andcontext otherwise requires, include: (iiA) (where the Recipient such party is the person required to account to Receivables Trustee, the relevant tax authority for the VAT) the Relevant Party must promptlyLoan Note Issuer or, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including any other Investor Beneficiary, a reference to such part of it such fee, cost, disbursement, expense or liability as represents VAT, and any VAT for which such party is required to account to HM Revenue & Customs under Section 8 of the VATA in relation to such fee, cost, disbursement, expense or liability; and (B) where such party is the Servicer, a reference to such part of such fee, cost, disbursement, expense or liability as represents VAT save to the extent that such Finance Party reasonably determines that it party is entitled to obtain credit or repayment in respect of such VAT from HM Revenue & Customs, and any VAT for which such party is required to account to HM Customs and Excise under Section 8 of the relevant tax authorityVATA in relation to such fee, cost, disbursement, expense or liability. (div) Any reference in this Clause 12.6 herein to a party shall (VATwhere appropriate) to any Party shallbe deemed, at any time when that Party such party is treated as a member of a group or unity for the purposes of Sections 43 to 43D of the VATA and the Value Added Tax (or fiscal unityGroups: eligibility) for VAT purposesOrder 2004, to include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)such group. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by to any Party to a Finance Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bB) below, if VAT is or becomes chargeable on any supply made by any Finance Party Recipient to any Credit Party under a Finance Loan Document and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that such Credit Party must pay to such Finance Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Lender must promptly provide an appropriate VAT invoice to that such Credit Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (solely for purposes of this Section 4.7(e), the “Supplier”) to any other Finance Party Recipient (solely for purposes of this Section 4.7(e), the “RecipientCustomer”) under a Finance Loan Document, and any Party party other than the Recipient Customer (solely for purposes of this Section 4.7(e), the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Customer in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Customer must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Customer receives from the relevant tax authority which the Recipient Customer reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient Customer is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the RecipientCustomer, pay to the Recipient Customer an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Customer reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (cC) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Recipient for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Recipient for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (dD) Any reference in this Clause 12.6 (VATSection 4.7(e) to any Party party to a Loan shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (eE) In relation to any supply made by a Finance Party Recipient to any Credit Party under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that such Credit Party must promptly provide such Finance Party Recipient with details of that such Credit Party’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts amounts, expressed to be payable under a Finance Loan Document by any Party party hereto to a Finance Party Recipient, which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supply, such supply or supplies and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply or supplies made by any Finance Party Recipient to any Party under party hereto in connection with a Finance Document Loan Document, and such Finance Party Recipient is required to account to the relevant tax authority for the VAT, that Party must party hereto shall pay to such Finance Party the Recipient (in addition to and at the same time as paying any other the consideration for such supplythat supply or supplies) an amount equal to the amount of the VAT (and such Finance Party must Recipient shall promptly provide an appropriate VAT invoice to that Partysuch party). (bi) If VAT is or becomes chargeable on any supply made by any Finance Party Recipient (the “Supplier”) to any other Finance Party Recipient (the “VAT Recipient”) under a Finance Loan Document, and any Party party hereto other than the VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (cii) Where a Finance Loan Document requires any Party party hereto to reimburse or indemnify a Finance Party Recipient for any cost costs or expenseexpenses, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount Recipient against any VAT incurred by the Recipient in respect of such cost the costs or expense, including such part of it as represents VATexpenses, save to the extent that such Finance Party the Recipient reasonably determines that it is entitled to credit for or repayment in respect of such the VAT from the relevant tax authority. (diii) Any reference in this Clause 12.6 (VATSection 3.01(k) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, supply or (as appropriate) receiving the supply, supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may beUnion)). (ei) In relation to any supply made by a Finance Party Recipient to any Party party hereto under a Finance Loan Document, if reasonably requested by such Finance PartyRecipient, that Party party must promptly provide such Finance Party Recipient with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyRecipient’s VAT reporting requirements in relation to such supply.. 243071545v.24

VAT. (a) 11.5.1 All amounts expressed to 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 Seller confirm that they are 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 Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT transaction which is chargeable on outside the scope of VAT by virtue of the Value Added Tax (Special Provisions) Order 1995, in the event that supply, and accordingly, 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 paragraph (b) belowVAT, the Purchaser undertakes that, if VAT is or becomes chargeable on any supply made called upon to do so by any Finance Party to any Party under a Finance Document and such Finance Party is required to account the Seller, it will pay to the relevant tax authority for Seller on presentation by the VATSeller of a VAT invoice any amounts properly due in respect of VAT set out in such invoice within thirty (30) days of demand. 11.5.5 Subject to Clauses 11.5.1 and 11.5.4, that Party must pay any Adjustments pursuant to such Finance Party (in addition Clause 3 or payments or reimbursements pursuant to and at Clause 6.2 will be subject to VAT where applicable. However, where payment is due by the same time as paying any other consideration for such supply) an amount equal Seller to the amount Purchaser, the Parties agree that where any such Adjustment, payment or reimbursement is made, there is no obligation to adjust the original VAT 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 scope of VAT by virtue of the Value Added Tax (Special 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 services in relation to land situated outside the United Kingdom by virtue of the VAT (Place of Supply of Services) Order 1992 and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (thus outside the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms scope of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that UK VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Party Lender or Administrative Agent which (in whole or in part) constitute constitutes the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bSection 3.02(d)(ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender or Administrative Agent to any Party party under a Finance Loan Document and such Finance Party Lender or Administrative Agent is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party Lender or Administrative Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party Lender or Administrative Agent must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender or Administrative Agent (the “"Supplier”") to any other Finance Party Lender or Administrative Agent (the “"Recipient”") under a Finance Loan Document, and any Party party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (iSection 3.02(d)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; andand ​ (iiB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender or Administrative Agent for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender or Administrative Agent for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party Lender or Administrative Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.02(d) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated representative member of such group at that such time (the term "representative member" to have the same meaning as making in the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (Value Added Tax Act 1994 or as implemented by the relevant member state of the European Union or any equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for concept in any other VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may belegislation). (ev) In relation to any supply made by a Finance Party Lender or Administrative Agent to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender or Administrative Agent, that Party must promptly provide such Finance Party Lender or Administrative Agent with details of that Party’s party's VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender or Administrative Agent’s VAT reporting requirements in relation to such supply.

VAT. Where the sale of any assets (aother than any assets the sale of which falls within the scope of UK VAT) All amounts expressed to be payable under a Finance Document by any Party gives rise to a Finance Party which (in whole or in part) constitute the consideration supply by JPM for any supply for purposes of VAT purposes are deemed to be exclusive of any and VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any such supply made by any Finance Party to any Party under a Finance Document and such Finance Party for which JPM is required to account to the relevant tax authority for Taxing Authority, and the VATparties can do nothing, that Party must pay to such Finance Party and the sale cannot be so structured (in addition each case, with reason) as to and at result in the same time as paying any other 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 of the stated consideration for 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 BNY does not receive such repayment or credit from the relevant Taxing Authority, BNY shall pay to JPM, in addition to the VAT Repayment Amount, an amount equal to 50% of the excess of the amount of VAT paid over the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance DocumentRepayment Amount, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supplyif any; and (iic) (where the Recipient is the person required BNY and JPM shall reasonably cooperate to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the minimize VAT chargeable on that supply but only liability to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VATlegally permissible. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) 7.1 All amounts, including the VER Price and Total Purchase Price, referred to in this Agreement are exclusive of any applicable VAT chargeable on the supply or supplies for which such amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in form the whole or in part) constitute part of the consideration for VAT purposes. The VAT treatment of any Transfer shall be determined pursuant to the VAT law of the jurisdiction where the relevant supply for VAT purposes or supplies are deemed to be exclusive of any take place for VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if purposes. If VAT is or becomes properly chargeable on any such supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account or supplies, the Buyer shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) Seller an amount equal to the VAT, if any, chargeable in the Seller's jurisdiction; provided, however, that: (a) such amount of shall only be required to be paid once the VAT (and such Finance Party must promptly provide an appropriate Seller provides the Buyer with a valid VAT invoice in relation to that Party).amount; and (b) If the Buyer shall be under no obligation to make any payment to the Seller in respect of VAT is which the Buyer must self-assess under the reverse charge rule or becomes chargeable on any supply made by similar system in the Buyer's jurisdiction. 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 Finance Party stamp duty, other documentary taxes, climate change levy or other environmental tax or levy) (the “SupplierOther Taxes”) legally payable by that Party arising in connection with this Agreement to any other Finance Party (be paid. In addition, in the “Recipient”) under a Finance Document, and any Party other than event that the Recipient (the “Relevant Party”) Seller is required by the terms of any Finance Document law to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority any Other Taxes which are properly for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount account of the VAT. The Recipient must (where this sub-paragraph (i) applies) Buyer, the Buyer shall promptly pay to indemnify or reimburse the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment Seller in respect of such VAT Other Taxes. In the event that the Buyer is required by 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 amount of any such Other Taxes from the relevant tax authorityPurchase Price, and the Seller shall promptly indemnify or reimburse the Buyer in respect of such Other Taxes not so deducted or withheld. (d) Any reference 7.3 Except as otherwise expressly provided in this Clause 12.6 (VAT) to any Party shallAgreement, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a each Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member responsible for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)its own costs incurred in performing its obligations under this Agreement. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

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

VAT. (ai) All amounts set out, or expressed in a LC Procurement Document to be payable under a Finance Document by any Payer Party to a Finance Party the Payee which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party the Payee to any Payer Party under a Finance LC Procurement Document and such Finance Party the Payee is required to account to the relevant tax authority for the VAT, that Payer Party must shall pay to such Finance Party the Payee (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must the Payee shall promptly provide an appropriate VAT invoice to that such Payer Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party the Payee (the “Supplier”) to any other Finance Party Lender or the Agent (the “Recipient”) under a Finance LC Procurement Document., and any Payer Party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance LC Procurement Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Payer Party must shall also pay to the Supplier (if that Supplier is required to account for the VAT) or the Recipient (if the Recipient is required to account for the VAT) (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (ciii) Where a Finance LC Procurement Document requires any Payer Party to reimburse or indemnify a Finance Party the Payee for any cost or expense, that the Payer Party shall reimburse or indemnify (as the case may be) such Finance Party the Payee for the full amount of such cost or expense, HN\1118344.20 including such part of it thereof as represents VAT, save to the extent that such Finance Party the Payee reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 4.02(e) to any Payer Party shall, at any time when that such Payer Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated representative member of such group at that such time (the term “representative member” to have the same meaning as making in the supplyValue Added Tax Act 1994). For the purposes of this Section 4.02, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a any reference to a Party shall be construed as U.K. statutory provision includes a reference to that Party provision as modified or replaced from time to time after the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)Closing Date. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Creditor Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Creditor Party to any Party another party under a Finance Document and such Finance Creditor Party is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Creditor Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Creditor Party must promptly provide an appropriate VAT invoice to that Partyparty). (b) If VAT is or becomes chargeable on any supply made by any Finance Creditor Party (the “Supplier”) to any other Finance Creditor Party (the “Recipient”) under a Finance Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party party to reimburse or indemnify a Finance Creditor Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Creditor Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Creditor Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 20.7 (VAT) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Creditor Party to any Party party under a Finance Document, if reasonably requested by such Finance Partyparty, that Party must promptly provide such Finance Creditor Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Creditor Party’s VAT reporting requirements in relation to such supply.

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

VAT. (ai) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to any Lender or the Administrative Agent (a “Finance Party Party”) which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Loan Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must party shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that Partysuch party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “RecipientReceiver”) under a Finance Loan Document, and any Party party other than the Recipient Receiver (the “Relevant Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Receiver in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) VAT the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this sub-paragraph (i) applies) Receiver will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives Receiver from the relevant tax authority which the Recipient Receiver reasonably determines relates to the VAT chargeable on that supplyis in respect of such VAT; and (iiB) (where the Recipient Receiver is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall promptly, following demand from the RecipientReceiver, pay to the Recipient Receiver an amount equal to the amount of VAT chargeable on that supply but only to the extent that the Recipient Receiver reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 paragraph (VATh) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994 (UK) or in any analogous legislation enacted in any jurisdiction other than the United Kingdom). (ev) In relation to any supply made by a any Finance Party to any Party party under a Finance any Loan Document, if reasonably requested by such Finance Party, that Party must party shall promptly provide such Finance Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply. (vi) Notwithstanding paragraphs (i) through (v) above, no German Borrower is required to pay VAT if such VAT is solely due because a Finance Party has voluntarily opted to subject a payment to VAT, unless the German Borrower is able to claim such VAT as input VAT. The German Borrower shall cooperate and provide any reasonable information in respect of such claim for refund as input VAT.

VAT. (ai) All amounts expressed to be payable under a Finance Loan Document by any Party party to a Finance Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Secured Party to any Party under party in connection with a Finance Document Loan Document, that party shall (except where the reverse charge mechanism applies and such Finance the Secured Party is required not obliged to account to the relevant tax taxation authority for the such VAT, that Party must ) pay to such Finance Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Secured Party must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Secured Party (the “VAT Recipient”) under in connection with a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):Supplier: (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must shall also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must shall (where this sub-paragraph (iSection 3.2(i)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must shall promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Secured Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.2(i) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party party shall be construed as a reference to that Party party or the relevant group or unity (or fiscal unity) of which that Party party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (ev) In relation to any supply made by a Finance Secured Party to any Party party under a Finance Loan Document, if reasonably requested by such Finance Secured Party, that Party must party shall promptly provide such Finance Secured Party with details of that Partyparty’s VAT registration (if applicable) and such other information as is reasonably requested in connection with such Finance Secured Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Loan Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATLoan Document, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party)VAT. (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Loan Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):Supplier: (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 16.5 to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposesGroup, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union Union) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) VAT Group of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity VAT Group at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Loan Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration (if applicable) and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply. For purposes of this Section 16, the term “applicable law” includes FATCA.

VAT. (ai) All amounts expressed Subject to this Section 10.02(i), Sellers and Purchaser intend that, so far as possible under relevant Law, none of the transactions contemplated by this Agreement shall be payable under treated as a Finance Document supply of goods or services subject to any VAT and all transactions contemplated by this agreement are not chargeable with any Party to VAT on the part of a Finance Party which (in whole or in part) constitute supplier and are outside the consideration for any supply for VAT purposes are deemed to be exclusive scope of any VAT which is chargeable on that supplyapplicable VAT, and accordingly, subject Sellers and Purchaser agree to paragraph use all reasonable efforts to secure that such treatment applies. (bii) below, if If ▇▇▇▇▇▇▇▇ and Purchaser agree that any VAT is or becomes chargeable with respect 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 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 than any such unrecoverable Restructuring VAT charged in connection with Steps 1(b), 1(c), 1(e), and 1(k) of Section 1 of the Restructuring Plan, which shall be LivaNova’s sole responsibility) no later than ten (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 Applicable Closing Date, LivaNova and Purchaser agree that VAT is or has become chargeable or payable on any supply made by any Finance Party to any Party in respect of the sale of the Transferred Shares or Transferred Assets under a Finance Document this Agreement, and such Finance Party applicable Seller is required to pay or account for such VAT to the relevant tax authority for Taxing Authority, then the VATapplicable Seller shall provide to Purchaser a properly completed and executed VAT invoice (or other valid and customary VAT documentation) with respect to the relevant supply, that Party must promptly and in accordance with applicable Law. Purchaser shall pay to the applicable Seller the amount shown as due on such Finance Party 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 same time as paying prevailing rate and in accordance with applicable Law. (iv) If Purchaser determines in its reasonable discretion, exercised in good faith, that any other consideration for 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 supply) an amount equal Seller shall pay to Purchaser 50% of the amount of such VAT that is not recoverable under applicable Law, to the extent such amount 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 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 pursuant to this Section 10.02 and after the Applicable Closing Date a relevant Taxing Authority issues a ruling indicating that such VAT was not payable in respect of the applicable transactions (and or that VAT in an amount less than that paid by such Finance Party must 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 provide an appropriate (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 invoice was payable or that any VAT was payable with respect to that Partyany sale of the Transferred Shares or Transferred Assets under this Agreement, but the applicable VAT was 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). (bvii) If Sellers and Purchaser shall cooperate in good faith and use their reasonable best efforts to secure any available exemptions from, or reductions to, any VAT is or becomes chargeable on any supply made by any Finance Party (under applicable Law. No party shall, without the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount prior written consent of the VAT. The Recipient must (where other 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 sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated Agreement as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member taxable transaction for VAT purposes at or otherwise subject to any VAT. Each party agrees to provide the relevant time or other party, upon such other party’s request, information relating to the relevant representative member (or representative or head) computation of that group or unity at the relevant time (as the case may beany VAT described in this Section 10.02(i). (eviii) In relation All references to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration Purchaser and such other information as is reasonably requested the Sellers in connection with such Finance Party’s VAT reporting requirements in relation to such supplythis Section 10.02(i) shall include their respective applicable affiliates.

VAT. (a) All payments or amounts expressed due under this Agreement, whether monetary or non-monetary are exclusive of VAT. Any Party receiving any supply under this Agreement, covenants that it will pay any such VAT correctly charged in addition to any amounts due under this Agreement. Where the prevailing legislation requires a VAT reverse charge, then the receiving Party covenants that it will correctly account for VAT in respect of the services received. The supplying Party agrees that it will raise a formally correct tax invoice to support the charge to VAT. All Parties agree that they will reasonably cooperate to ensure the use of any VAT exemptions, suspensions or other reliefs. Subject to any other provision in this Agreement, any goods supplied will be payable shipped under Incoterms 2020 – CIP destination with the receiving Party acting as importer. In the event that the VAT originally paid by a Finance Document by any Party to receiving a Finance Party which (supply under this Agreement is in whole or in partpart subsequently determined not to have been chargeable, the Party that made the relevant supply will refund the relevant amount to the Party receiving the supply within [***] of becoming so aware (provided that where such VAT has already been accounted for to a Tax authority the Party making the relevant supply shall use Commercially Reasonable Efforts to obtain a refund of such amount from the applicable tax authority and pay the Party receiving the supply any amount refunded (including by way of credit or set off) constitute the within [***] of receipt). The Parties shall generally issue invoices and credit notes in accordance with Applicable Laws consistent with VAT requirements and irrespective of whether sums or other consideration may be netted for any supply for VAT purposes are deemed settlement purposes. Where a Party is required under this Agreement to be exclusive indemnify, pay or otherwise reimburse an amount in respect of any liability, cost, charge or expense incurred by another Party, the payor shall not be required to indemnify, pay or reimburse any amount in respect of VAT which is chargeable on recoverable (whether by way or repayment, credit or set off) by the payee (or any Affiliate of it) or for any VAT that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under non-recoverable as a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount result of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party)payee’s non-compliance with Applicable Laws. (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is or becomes chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such that Finance Party is required to account to the relevant tax authority for the VAT, that Party must shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.. |EU-DOCS\34803319.2|| (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall also reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 16.7, to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax ▇▇▇ ▇▇▇▇, as may be amended or substituted from time to time), or to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may beMember State). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Without prejudice to any other provision of this ARTICLE XI, ASD on the one hand and the International Buyer (aor to the extent relevant the Americas Buyer) All amounts expressed on the other hand shall procure that each Asset Seller and each Asset Buyer (and each Joint Venture Seller and each Joint Venture Buyer) act and co-operate (consistent with relevant Laws) as set out in this Section 11.4 in relation to be payable under a Finance Document by value added tax, sales tax or similar taxes (collectively “VAT”) which may become due on any Party to a Finance Party which (in whole transaction contemplated within Sections 2.2(a) or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph 2.2 (b) belowand their minimization of such taxes, such co-operation to include (i) treating the transaction as a transfer of a business (or part thereof) as a going concern (or claiming any equivalent or similar relief) (collectively “TOGC Relief”) and, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under appropriate, seeking a Finance Document and such Finance Party is required to account to ruling (including a non-binding and/or informal ruling) from the relevant tax authority for Tax Authority confirming that TOGC Relief is available and (ii) in the VAT, event that Party must pay agreement cannot be reached on whether TOGC Relief should be available (and no ruling procedure being available) seeking the opinion of a mutually acceptable counsel who is qualified to opine on such Finance Party matter and acting in accordance with such counsel’s opinion. To the extent that TOGC Relief is not available and the VAT in question is recoverable by the relevant Asset Buyer or Joint Venture Buyer from the relevant Tax Authority (i) VAT shall be charged in addition to and at the same time as paying any other allocated consideration for such supplythe Asset in question but only on condition that appropriate documentation is promptly made available sufficient to enable that Asset Buyer or Joint Venture Buyer to recover that VAT and (ii) an amount equal the Asset Buyer or Joint Venture Buyer shall pay the VAT to the amount Asset Seller or Joint Venture Seller within 3 Business Days of such recovery, whether in cash or by way of set-off against other VAT amounts payable. To the extent that TOGC Relief is not available and the VAT (and such Finance Party must promptly provide an appropriate in question is not recoverable by the relevant Asset Buyer or Joint Venture Buyer from the relevant Tax Authority VAT invoice shall be charged in relation to that Party). (b) the allocated consideration for the Asset in question but shall be treated as a Transfer Tax under this Agreement. If VAT TOGC Relief has been assumed to be available, but is or becomes chargeable on any supply made later contested by any Finance Party relevant Tax Authority the Asset Seller and the Asset Buyer (or the “Supplier”Joint Venture Seller and the Joint Venture Buyer) shall take all reasonable steps to defend such contest, which may include appealing the matter to any other Finance Party (court or tribunal, but only if in the “Recipient”) under opinion of a Finance Documentmutually acceptable counsel who is qualified to opine on such matter the outcome of such appeal is more likely than not to be favorable. In the event that such defense is unsuccessful, the previous two sentences shall apply and the Asset Seller shall be responsible for any Party other than interest on late paid tax or any penalties that may be levied. Subject to the Recipient (the “Relevant Party”) is required by the terms previous sentence, any costs of any Finance Document actions taken under this Section 11.4 shall be shared equally between the Asset Seller and the Asset Buyer (or the Joint Venture Seller and the Joint Venture Buyer). No obligation to pay an amount equal co-operate shall extent to the consideration for that supply to the Supplier any different Asset Buyer (rather than or Joint Venture Buyer) being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to buy the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount Asset in place of the VAT. The Recipient must one proposed by International Buyer (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that relevant the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may beAmericas Buyer). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.