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. (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. (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. 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. 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. (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) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Loan Party to a Finance any Credit Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (b) belowSection 2.17(k)(iii), if VAT is or becomes chargeable on any supply made by any Finance Credit Party to any Loan Party under a Finance Document and such Finance Loan Document, that Loan Party is required to account shall pay to the relevant tax authority for the VAT, that Party must pay to such Finance Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance the relevant Credit Party must shall promptly provide an appropriate VAT invoice to that such Loan Party). (bii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Credit Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Credit Party for the full amount of such cost or expense, including such part as represents VAT, save to the extent that such Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iii) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “Supplier”) to any other Finance Secured Party (for purposes of this Section 2.17(k), the “RecipientCustomer”) under a Finance Loan Document, and any Party party other than the Recipient Customer (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Customer in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Customer must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Customer receives from the relevant tax authority which the Recipient Customer reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient Customer is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the RecipientCustomer, pay to the Recipient Customer an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Customer reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.17(k) to any Loan Party or Relevant Party shall, at any time when that such Loan Party or Relevant Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive of November 28, 2006 (2006/112/EC EC) (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Loan Party or Relevant Party shall be construed as a reference to that Loan Party or Relevant Party or the relevant group or unity (or fiscal unity) of which that Loan Party or Relevant Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity (or fiscal unity) at the relevant such time (as the case may be). (ev) In relation to any supply made by a Finance Credit Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance Credit Party, that Loan Party must promptly provide such Finance Credit Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Credit Party’s 's VAT reporting requirements in relation to such supply.

VAT. (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. (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 to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate a valid VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) 13.7 to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to mean the group member notified by the Revenue Commissioners in accordance with section 15(1)(a) of VATCA 2010 as being the member responsible for complying with the provisions of VATCA 2010 in respect of the group or any other person who is treated at that time notified or designated as making being responsible in the supply, or (case of VAT in any jurisdiction other than Ireland as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration (if applicable) and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

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

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

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b‎(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(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 ‎11.6 (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 elsewhereUnion) 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. (ai) All amounts expressed to be payable under a Finance Credit Document by any Party party to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder (a “Finance Party Party”) which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Credit Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Partyparty). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Credit Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Credit Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph clause (ih) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) VAT the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Credit Document requires any Party party to reimburse or indemnify a Finance Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 clause (VATh) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include including (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beUK Value Added Tax Act 1994). (ev) In relation to any supply made by a Finance Party to any Party party under a Finance Credit Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

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

VAT. (a) All amounts expressed Where a sum (a "Relevant Sum") is paid or reimbursed to be payable under a Finance Document by either Joint Broker or any Party to a Finance Party which other Indemnified Person (in whole this clause 9, the "payee"), by EARNZ in respect of any loss, liability, cost, charge or expense and that loss, liability, cost, charge or expense includes an amount in partrespect of VAT (the "VAT Element"), EARNZ shall pay an amount to the payee in respect of the VAT Element which shall be determined as follows: (i) constitute to the consideration for any supply extent that the Relevant Sum constitutes for VAT purposes are deemed to be exclusive payment or reimbursement of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is consideration for a supply of goods or becomes chargeable on any supply services 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 payee (including where the payee acts as agent for EARNZ and is treated as receiving and making a supply in accordance with section 47(2A) or section 47(3) of the VATVATA), 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 a sum equal to the amount proportion of the VAT Element that the payee certifies represents irrecoverable input tax in the hands of the payee, that certificate is to be conclusive save in the case of manifest error; and (ii) to the extent that the Relevant Sum constitutes for VAT purposes the reimbursement of a cost or expense incurred by the payee as agent for EARNZ (excluding where the payee acts as agent for EARNZ and such Finance Party must promptly is treated as receiving and making a supply in accordance with section 47(2A) or section 47(3) of the VATA), a sum equal to the whole of the VAT Element, and where a sum equal to the VAT Element has been reimbursed to the payee under sub-clause 9.3(a)(ii) above, the payee shall use reasonable endeavours to provide EARNZ with an appropriate VAT invoice in respect of the supply to which the Relevant Sum relates, that Party)is to say a VAT invoice naming EARNZ as the recipient of the supply and issued by the person making the supply. (b) If the performance by either Joint Broker of any of its obligations under this Agreement shall represent for VAT is or becomes chargeable on purposes the making by such person of any supply made by any Finance Party of goods or services that is taxable at a positive rate, the recipient of the supply shall (or, failing that, EARNZ, if the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) supply of goods or services is required by the terms of any Finance Document to pay an amount equal in relation to the consideration for that supply Placing Shares, shall) pay to such person, in addition to the Supplier (rather than being required amounts otherwise payable by it to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the such person required pursuant 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 promptlyAgreement, 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 expensesuch supply, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount payment to be made within seven days of such cost or expense, including such part of it as represents VAT, save to person requesting the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such same and producing an appropriate VAT from the relevant tax authorityinvoice. (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 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 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 45 EUROPE/79885433v3 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. (ai) All payments or amounts expressed to be payable due under this Agreement, whether monetary or non-monetary, are exclusive of VAT and their equivalents. Any Party receiving a Finance Document by supply under this Agreement will pay any Party such VAT that is properly chargeable on such supply and accountable 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 by the VAT, that other Party must pay to such Finance Party (in addition to to, and at the same time as paying payment of, any other consideration amounts due under this Agreement. Where the prevailing legislation requires a VAT reverse charge, the receiving Party will correctly account 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): the services received. The supplying Party will provide a tax invoice (ior equivalent document) to support the charge (where the Supplier is the person required including a reverse charge) 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 For the Relevant Party an amount equal to any credit avoidance of doubt, the Parties shall generally issue invoices in accordance with prevailing VAT legislation and irrespective of whether sums or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; andconsideration may be netted for settlement purposes. (ii) Any supply of goods or services under this Agreement shall be taxed in accordance with the prevailing VAT legislation. All Parties will reasonably cooperate to enable the use of any VAT exemptions, suspensions or other reliefs to the extent reasonably practicable. (where the Recipient iii) Where [*] makes a supply to [*] in respect of which [*] is the person required to account for VAT to the relevant a tax authority [*] (other than as a result of any taxable presence or establishment, as applicable, of [*] in a particular jurisdiction for the VATVAT purposes) the Relevant Party must promptlyand this is paid by [*] in accordance with (i) above, following demand from the Recipient, pay [*] shall take all reasonable steps to the Recipient an amount equal to the recover any such VAT chargeable on (including registering for VAT where legally permissible and submitting regular claims). [*] shall provide all information 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 requests in respect of that VAT. (c) Where a Finance Document requires any Party its supply 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 assist [*]in respect of such VAT from the relevant tax authority. (d) Any reference 63 [*] = Certain confidential information contained in this Clause 12.6 (VAT) document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant 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 Rule 24b-2 of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed Securities Exchange Act of 1934, 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)amended. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it 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 56 EUROPE/78937797v7 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 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 11.6 (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. 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.

VAT. It is understood and agreed between the Parties that any payments made under this Agreement are exclusive of VAT. Where VAT is properly added to a payment made under this Agreement, the payor Party will pay the amount of such VAT only on receipt of a valid Tax invoice (a) All amounts expressed or, where there is no provision in the legislation for the jurisdiction concerned that a VAT invoice is required to be payable under issued, a Finance Document by written demand containing such information as is customary in that jurisdiction) issued in accordance with the Laws and regulations of the country in which the VAT is chargeable. If in the event of any Party amendment to a Finance Party which (VAT Laws the sums invoiced without VAT in whole accordance with this Agreement become or in part) constitute are subject to VAT, then the consideration for any supply for VAT purposes are applicable invoices will be deemed to be exclusive of any VAT which is chargeable on that supplyand the payor Party will, 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 Recipientsums payable, pay to the Recipient recipient Party, on receipt of an amount equal to the updated, valid 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 expenseinvoice, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expenseVAT chargeable thereon. The Parties acknowledge and agree that, including such part as at the date of it this Agreement, no VAT is expected to be charged by Sage on amounts payable by Biogen pursuant to this Agreement, as represents VAT, save Sage is not required 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) account 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) date 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 this Agreement in relation to such supplythe services, rights and licenses provided by Sage to Biogen pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, Sage agrees that prior to establishing a taxable presence for VAT outside the United States of America, assigning, delegating, sublicensing or otherwise transferring (to include by merger) its rights or obligations under this Agreement to an assignee, delegate, sublicensee or other transferee (including by operation of a merger) which would require a charge to VAT (other than VAT chargeable by a Government Authority of the United States of America) on amounts payable by Biogen under this Agreement (either singly or together referred to as a “VAT Restructuring”), Sage will: (a) consult with Biogen; and (b) take account of reasonable representations made by Biogen where Biogen is able to demonstrate to Sage’s reasonable satisfaction that Sage’s proposed assignee, delegate, sublicensee or other transferee would give rise to irrecoverable VAT costs for Biogen which would not otherwise exist in the absence of any act, default, omission or transaction involving Biogen.

VAT. Notwithstanding anything in this Section 2.17 to the contrary: (ai) All amounts expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Party Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (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 Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party 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 Party Lender (the “Supplier”) to any other Finance Party Lender (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): (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 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 (ii2) (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 Lender 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 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 2.17(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 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 Lender to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Loan Party must promptly provide such Finance Party Lender with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s Lender'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 '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 3.10(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. (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. 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 Act 1994 or Part XIX of the Order; (b) BNY shall promptly apply for a repayment or credit from the relevant Taxing Authority in respect of such VAT, and BNY shall be obligated to pay over the amount of such repayment or credit it receives or utilizes (such amount, the "VAT Repayment Amount") to JPM within 30 days after the date on which it receives such repayment or utilizes such credit. To the extent that 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. (ai) All amounts expressed to be payable under a Finance Document any Notes Documents by any Party party to a Finance any Secured 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 Secured Party to any Party party under a Finance Document and any Notes Documents and: (A) such Finance 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 shall promptly provide an appropriate VAT invoice to such party); or (B) if such party is required to directly account for such VAT under the reverse charge procedure provided for by article 44 of the Council Directive 2006/112/EC, or section 7A of the Value Added Tax ▇▇▇ ▇▇▇▇ of the United Kingdom, in each case, as amended, or 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 the relevant Secured 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). (bii) If VAT is or becomes chargeable on any supply made by any Finance Secured Party (the “VAT Supplier”) to any other Finance Secured Party (the “VAT Recipient”) under a Finance Documentany Notes Documents, and any Party party other than the VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Document Notes Documents to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (iiii) (where the VAT Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this sub-paragraph (iii)(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 (iiiv) (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. (cv) Where a Finance Document requires any Party Notes Documents require any party to reimburse or indemnify a Finance Secured Party for any cost or expenseexpense in connection with such Notes Documents, that Party shall reimburse the reimbursement or indemnify indemnity (as the case may be) such Finance Party shall be 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. (dvi) Any reference in this Clause 12.6 (VATclause 5.03(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 representative member of such group at that such 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, including, for the avoidance of doubt, in accordance with section 43 of the UK Value Added Tax Act 1994) 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). (evii) In relation to any supply made by a Finance Secured Party to any Party party under a Finance Notes Document, if reasonably requested by such Finance Secured Party, that Party party must as promptly as reasonably practicable provide such Finance Secured Party with details of that Partyparty’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. 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 Party▇▇▇▇▇▇’s or Agent’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 (biib) 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 (iA1) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii2) (where the Specified Recipient is the person Person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Note Document requires the Issuer or any Party Guarantor to reimburse or indemnify a Finance Secured Party for any cost or expense, that Party the Issuer or applicable Guarantor shall reimburse or indemnify (as the case may be) such Finance Party Holder for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) Section 13.6 to the Issuer or any Party Guarantor shall, at any time when that Party such Person is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (e) In relation to any supply made by a Finance Secured Party to the Issuer or any Party Guarantor under a Finance Note Document, if reasonably requested by such Finance PartyHolder, that Party the Issuer or applicable Guarantor must promptly provide such Finance Secured Party with details of that Partythe Issuer or applicable Guarantor’s VAT registration and such other information as is reasonably requested in connection with such Finance Secured Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it 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 13.6 (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 elsewhereUnion)) 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. (ai) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance any Credit Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (bSection 3.6A(b)(ii) below, if VAT is or becomes chargeable on any supply made by any Finance Credit Party to any Party party under a Finance Loan Document and such Finance that Credit Party is required to account to the relevant tax authority for the VAT, that Party must party shall pay to such Finance the Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Credit Party must shall promptly provide an appropriate VAT invoice to that Partysuch party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Credit Party (the “Supplier”) to any other Finance Credit Party (the “RecipientReceiving Credit Party”) under a Finance Loan Document, and any Party party other than the Recipient Receiving Credit Party (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 Receiving Credit 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 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 Receiving Credit Party must (where this sub-paragraph (iSection 3.6A(b)(ii)(A) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient Receiving Credit Party receives from the relevant tax authority which the Recipient Receiving Credit Party reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the Recipient Receiving Credit Party is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must promptly, following demand from the RecipientReceiving Credit Party, pay to the Recipient Receiving Credit Party an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Receiving Credit 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 Party party to reimburse or indemnify a Finance Credit Party for any cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Credit Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 3.6A(b) 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, including but not limited to the Value Added Tax Act 1994 (UK)) 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 Credit Party to any Party party under a Finance Loan Document, if reasonably requested by such Finance Credit Party, that Party party must promptly provide such Finance Credit Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Credit Party’s VAT reporting requirements in relation to such supply.

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. 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. (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. (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 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 AMERICAS 126348241 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 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. (a) All amounts expressed to be payable under a Finance Document by Notwithstanding 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 provision 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 this Agreement 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):contrary: (i) BVI Venture Entity, Dutch Venture Entity and their respective Affiliates (where collectively, the Supplier is the person required to account "TRANSFEREES") shall remit in a timely manner either to the relevant tax authority for the VAT) the Relevant Party must also pay appropriate Governmental Authority or to the Supplier applicable Transferor (at the same time as paying that amountdefined hereafter) an additional amount equal all required VAT with respect to transfers of assets to the amount Transferees by Baker Hughes, Schlumberger or their respective Affiliates (collectively, the "TRANSFERORS") as contemplated by this Agreement within those countries to be agreed by Baker Hughes and Schlumberger at Closing. The countries to which this provision applies shall be those in which recovery of the VAT. The Recipient must VAT by the Transferees is reasonably anticipated to occur within six (where this sub-paragraph (i6) applies) promptly pay to months of 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; andClosing Date. (ii) Each Transferor shall reimburse the applicable Transferee for any VAT previously paid by such Transferee pursuant to clause (i), where such VAT has not been recovered by the Recipient is Transferee within six (6) months of the person required Closing Date. (iii) With respect to account VAT incurred in connection with transfers of assets as contemplated by this Agreement in countries not encompassed by the agreement in clause (i) the Transferors shall remit such VAT in a timely manner either to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay appropriate Governmental Authority or to the Recipient an amount applicable Transferee as appropriate, so as to enable the Transferees to obtain VAT credit for such remittances. (iv) With respect to VAT paid by the Transferors pursuant to clauses (ii) and (iii), the Transferees shall reimburse each Transferor for all VAT paid by such Transferor on behalf of any of the Transferees with respect to asset transfers pursuant to this Agreement at such time as the Transferees recover such VAT through refund or credit against their other VAT liabilities. (v) Where a Transferee recovers VAT paid by more than one party from a Governmental Authority, the reimbursement to a Transferor under clause (iv) shall be equal to the VAT chargeable on recovery from that supply but only Governmental Authority for the relevant VAT reporting period multiplied by the ratio which the Transferor's unreimbursed VAT bears to the extent total VAT input credits of the Transferee with respect to that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VATGovernmental Authority and reporting period. (cvi) Where a Finance Document requires any Party All parties shall cooperate in their compliance with the tax laws and procedures of the countries relevant to reimburse or indemnify a Finance Party subsections (i), (ii) and (iii) so as to enable the Transferees to obtain all available credits for any cost or expense, that Party shall reimburse or indemnify (as such remittances against the case may be) such Finance Party for VAT liabilities of 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 authorityTransferees. (dvii) Any reference in this Clause 12.6 VAT reimbursements equal to or greater than US$10,000 payable to a Transferor pursuant to clause (VATiv) to any Party shallshall be paid by the applicable Transferee as soon as practicable after recovery. For administrative convenience, at any time when that Party is treated as a member VAT recovery of a group or unity (or fiscal unity) for VAT purposesless than US$10,000 may be temporarily held by the Transferee, include (where appropriate and unless the context otherwise requires) a reference remitted 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)respective Transferor no less often than semi-annually. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it 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 elsewhereUnion) 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. (aA) 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 (bB) 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). (bB) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance 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): (i1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i1) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (cC) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (dD) Any reference in this Clause 12.6 (VAT) 18.7 to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who any member of such group which is treated at that time as making the supplyresponsible for accounting for, or (as appropriate) receiving the supplypaying, under the grouping rules provided for in Article 11 VAT on behalf of Council Directive 2006/112/EC (such group, or as implemented by the relevant member state on behalf of any or all 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)members thereof. (eE) 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. 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 A▇▇ ▇▇▇▇ or Part XIX of the Order; (b) BNY shall promptly apply for a repayment or credit from the relevant Taxing Authority in respect of such VAT, and BNY shall be obligated to pay over the amount of such repayment or credit it receives or utilizes (such amount, the "VAT Repayment Amount") to JPM within 30 days after the date on which it receives such repayment or utilizes such credit. To the extent that 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) 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. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “"Supplier”") to any other Finance Party (the “"Recipient”") under a Finance Document, and any Party other than the Recipient (the “"Relevant Party”") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated 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. (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 Party Recipient (the ““Supplier””) to any other Finance Recipient (the ““Receiving Party””) under a Loan Document, and any Loan Party other than the Receiving 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 and 159 (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. (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) 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 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 PartyLender, 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 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 as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated any member of such group at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be)such time. (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. 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 2.20 to any Loan Party shall, at any time when that such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may be)Value Added Tax Act 1994) . (e) In relation to any supply made by a Finance Lender Party to any Loan Party under a Finance Loan Document, if reasonably requested by such Finance Lender Party, that Loan Party must promptly provide such Finance Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Lender Party’s VAT reporting requirements in relation to such supply.

VAT. (a) All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that 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 13.6 (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 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 49 EUROPE/78925568v7 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. (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. (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 Loan Document by any Party to a Finance Credit Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Credit Party to any Party under a Finance Loan Document and such Finance Credit Party is required Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM to account to the relevant tax authority for the VAT, that Party must pay to such Finance Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Credit Party must promptly provide an appropriate VAT invoice to that Party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Credit Party (the “Supplier”) to any other Finance Credit Party (the “VAT Recipient”) under a Finance Loan Document, and any Party other than the VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this sub-paragraph (iA) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (iiB) (where the VAT Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ciii) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Credit Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Credit Party for the full amount of such cost or expense, including such part of it thereof as represents VAT, save to the extent that such Finance Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (div) Any reference in this Clause 12.6 (VATSection 2.17(h) to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that such group or unity at the relevant such time (the term “representative member” to have the same meaning as in the case may beValue Added Tax Act 1994). (ev) In relation to any supply made by a Finance Credit Party to any Party under a Finance Loan Document, if reasonably requested by such Finance Credit Party, that Party must promptly provide such Finance Credit Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Credit Party’s VAT reporting requirements in relation to such supply.

VAT. (ai) All amounts expressed to be payable under a Finance 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. It is understood and agreed between the Parties that any payments made under this Agreement are exclusive of VAT. Where VAT is properly added to a payment made under this Agreement, the payor Party will pay the amount of such VAT only on receipt of a valid Tax invoice (a) All amounts expressed or, where there is no provision in the legislation for the jurisdiction concerned that a VAT invoice is required to be payable under issued, a Finance Document by written demand containing such information as is customary in that jurisdiction) issued in accordance with the Laws and regulations of the country in which the VAT is chargeable. If in the event of any Party amendment to a Finance Party which (VAT Laws the sums invoiced without VAT in whole accordance with this Agreement become or in part) constitute are subject to VAT, then the consideration for any supply for VAT purposes are applicable invoices will be deemed to be exclusive of any VAT which is chargeable on that supplyand the payor Party will, 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 Recipientsums payable, pay to the Recipient recipient Party, on receipt of an amount equal to the updated, valid 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 expenseinvoice, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expenseVAT chargeable thereon. The Parties acknowledge and agree that, including such part as at the date of it this Agreement, no VAT is expected to be charged by Sage on amounts payable by Biogen pursuant to this Agreement, as represents VAT, save Sage is not required 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) account 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) date 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 this Agreement in relation to such supplythe services, rights and licenses provided by Sage to Biogen pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, ▇▇▇▇ agrees that prior to establishing a taxable presence for VAT outside the United States of America, assigning, delegating, sublicensing or otherwise transferring (to include by merger) its rights or obligations under this Agreement to an assignee, delegate, sublicensee or other transferee (including by operation of a merger) which would require a charge to VAT (other than VAT chargeable by a Government Authority of the United States of America) on amounts payable by Biogen under this Agreement (either singly or together referred to as a “VAT Restructuring”), Sage will: (a) consult with Biogen; and (b) take account of reasonable representations made by Biogen where Biogen is able to demonstrate to Sage’s reasonable satisfaction that ▇▇▇▇’s proposed assignee, delegate, sublicensee or other transferee would give rise to irrecoverable VAT costs for Biogen which would not otherwise exist in the absence of any act, default, omission or transaction involving Biogen.

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. (ai) All amounts set out or expressed in a Credit Document to be payable under a Finance Document by any Party party to a Lender or the Agent (for the purposes of this Section 4.10(h), each a “Finance Party Party”) which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph subsection (bii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Credit Document and such the Finance Party is required to account to the relevant tax authority accountable for the such VAT, that Party must party shall pay to such the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Finance Party must shall promptly provide an appropriate VAT invoice to that Partysuch party). (bii) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Credit Document, and any Party party other than the Recipient (the “Relevant Subject Party”) is required by the terms of any Finance Credit Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (iA) (where the Supplier is the person required to account to the relevant tax authority accountable for the such VAT) the Relevant Subject Party must also shall instead 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 (iA) 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 VAT chargeable on that supplyis in respect of such VAT; and (iiB) (where the Recipient is the person required to account to the relevant tax authority accountable for the such VAT) the Relevant Subject Party shall 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 (VATSection 4.10(h) to any Party party shall, at any time when that Party such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making or receiving the supply, or supply (as appropriatethe case may be) receiving for the supply, under the purposes of any relevant VAT 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 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 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 LivaNova 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 LivaNova and Purchaser cannot agree on whether Restructuring VAT is or has become chargeable or payable, the Sellers and Purchaser shall seek the opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and LivaNova. If LivaNova determines in its reasonable discretion, exercised in good faith, that any such Restructuring VAT paid pursuant to this 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 LivaNova and Purchaser cannot agree on whether any amount paid by LivaNova pursuant to this Section 10.02(i)(ii) is not recoverable under applicable Law, LivaNova and Purchaser shall seek the opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and LivaNova. (iii) If, prior to the 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 LivaNova and Purchaser cannot agree on whether VAT is or has become chargeable or payable on any supply in respect of the sale of the Transferred Shares or Transferred Assets under this Agreement, the Sellers and Purchaser shall seek the opinion of a mutually acceptable counsel who is qualified to opine on such matter and shall act in accordance with such counsel’s opinion and the costs of such counsel shall be shared equally by Purchaser and LivaNova. For the avoidance of doubt, any such VAT shall only be charged at the 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 LivaNova and Purchaser cannot agree on whether any amount paid to any Seller pursuant to Section 10.02(i)(iii) is not recoverable under applicable Law, LivaNova and Purchaser shall seek the 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. (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) 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 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. (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 a Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the that 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, VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (d) Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that such Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in the UK Value Added Tax Act 1994, Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union EU) or equivalent provisions imposed elsewhereany other similar provision in any jurisdiction other than the UK or 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 Partythe Lender’s VAT reporting requirements in relation to such supply.

VAT. (a) 5.4.1 All amounts expressed to be sums set out in this Amendment Agreement or otherwise payable under a Finance Document by any Party party to a Finance Party which (in whole any other party pursuant to this Amendment Agreement or in part) constitute any of the consideration for any supply for VAT purposes are Transaction Agreements shall be deemed to be exclusive of any VAT which is chargeable on that supplythe supply or supplies for which such sums (or any part thereof) are the whole or part of the consideration for VAT purposes. 5.4.2 Where, pursuant to the terms of this Amendment Agreement or any of the Transaction Agreements, any party (the “Supplier”) makes a supply to any other party (the “Recipient”) for VAT purposes 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 the Supplier is required to account to the relevant tax authority for Tax authorities (the VAT“Taxable Supply”), that Party must the Recipient shall pay to such Finance Party the Supplier (in addition to and at the same time as paying any other consideration for such supply) an amount a sum (the “VAT Amount”) equal to such VAT. 5.4.3 Where a Recipient is required under Clause 5.4.2 to pay a VAT Amount to a Supplier, the amount Supplier shall pay to the Recipient a sum equal to 50 per cent of so much of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice charged on the relevant Taxable Supply as the Recipient is not entitled to that Party)recover by way of credit or repayment from the relevant Tax authorities. 5.4.4 Where pursuant to the terms of this Amendment Agreement or any of the Transaction Agreements any party (bthe “Reverse Supplier”) If makes a supply to another party (the “Reverse Recipient”) and the Reverse Recipient is treated for VAT purposes as making such supply and VAT is or becomes chargeable on any such supply made by any Finance Party (for which the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Reverse 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 must account to the relevant tax authority for Tax authorities (the VAT“Reverse VAT Amount”) the Relevant Party must also Reverse Supplier shall on demand pay to the Supplier (at the same time as paying that amount) an additional amount Reverse Recipient a sum equal to the amount 50 per cent of so much of the VAT. The Reverse VAT Amount as the Reverse 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 recover by way of credit or repayment from the relevant tax authority in respect of that VATTax authorities. 5.4.5 Notwithstanding the terms of Clause 32 (cSet Off), any sum payable by a Supplier pursuant to Clause 5.4.3 may be set off against the relevant VAT Amount payable to such Supplier by the relevant Recipient under Clause 5.4.2. 5.4.6 The parties intend that the A&H Business shall be transferred as a going concern for VAT purposes and shall procure that in each relevant jurisdiction XL Insurance (which in this Clause 5.4.6 shall include any relevant Retransfer Seller) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party and Winterthur shall reimburse or indemnify (as the case may be) such Finance Party for the full amount give notice of such cost or expense, including such part of it sale to the relevant Tax authorities as represents VAT, save to required by Applicable Laws. 5.4.7 To the extent that such Finance Party reasonably determines that it any jurisdiction in which the A&H Business is entitled to credit carried on provides for relief or repayment in respect of such exemption from VAT from on 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 transfer of a group business or unity (the transfer of assets in the course of transferring a business or fiscal unity) treats such a transaction as being non-taxable or giving rise to no supply for VAT purposes, include XL Insurance and Winterthur shall use all reasonable endeavours (where appropriate and unless including for avoidance of doubt the context otherwise requires) a reference to the person who is treated at that time as making the supply, of an election or (as appropriate) receiving the supply, under the grouping rules provided for application in Article 11 respect 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 Taxation authority) to any Party under a Finance Document, if reasonably requested by secure 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 supplytreatment.

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. 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.