Common use of Value Added Tax Clause in Contracts

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

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

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

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

Value Added Tax. (i) All amounts set out or expressed in payable under a Loan Document to be payable by any party Loan Party to any Lender which (in whole Lender, the L/C Issuer or in part) constitute the consideration for a supply or supplies for VAT purposes Administrative Agent shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if value added tax. If VAT is or becomes chargeable on any supply made by any Lender Lender, the L/C Issuer or the Administrative Agent to any party under Loan Party in connection with a Loan Document, that party shall Loan Party shall, subject to Section 3.01(g)(iii) below, pay to such Lender, the Lender L/C Issuer or the Administrative Agent (in addition to and at the same time as paying any other consideration the amount for such supply) an amount equal to the amount of such the VAT (and such Lender Lender, the L/C Issuer or the Administrative Agent shall promptly provide an appropriate VAT invoice to such partyperson). (ii) Where a Loan Document requires any Loan Party to reimburse any Lender, the L/C Issuer or the Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify such Lender, the L/C Issuer or the Administrative Agent against all VAT incurred by it in respect of such costs and expenses to the extent that such Lender, the L/C Issuer or the Administrative Agent reasonably determines that it is not entitled to credit or repayment in respect of the VAT. The limitations set out in Section 10.08 shall apply mutatis mutandis for any obligation of a Loan Party incorporated under the laws of the Federal Republic of Germany to reimburse or indemnify a Lender, the L/C Issuer or the Administrative Agent. (iii) If VAT is or becomes chargeable on any supply made by any Lender Lender, the L/C Issuer or the Administrative Agent (the “VAT Supplier”) to any other Lender Lender, the L/C Issuer or the Administrative Agent (the “VAT Recipient”) under a Loan Document, and any party person other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the , such person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of VATsuch VAT on production of a VAT invoice. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority)VAT. (iv) Any reference in this Section 5.8.4 3.01(g) to any party person shall, at any time when such party person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom U.K. Value Added Tax Act 1994Xxx 0000 or such similar concept as may be provided under similar legislation). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

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

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

Value Added Tax. (ia) All amounts set out or consideration expressed in to be payable under a Loan Document to be payable by any party Party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes Finance Party shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject VAT. Subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under Party in connection with a Loan Document, that party Party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT (and such Lender shall promptly provide concurrently against the issue of an appropriate VAT invoice to such party)invoice. (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under in connection with a Loan Document, and any party Party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), , (Ai) (where if the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) , the VAT Relevant Subject Party must also pay to the Supplier and, (ii) if the Recipient is required to account to the relevant tax authority for the VAT Supplier the Subject Party must pay to the Recipient, (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Where sub-clause (i) of this Section 3.05(b) applies, the Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to in respect of the VAT chargeable on that supply. The VAT Recipient must Where sub-clause (where ii) of this subsection (ii)(BSection 3.05(b) applies) promptly , the Subject Party must only pay to the VAT Relevant Party Recipient an amount equal to any the amount of such VAT to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost costs or expense in connection with such Loan Documentexpenses, that Party shall also at the reimbursement or indemnity (as same time pay and indemnify the case may be) shall be Finance Party for the full amount of such cost or expense, costs and expenses including such part thereof as represents VAT, save costs that represent VAT incurred by the Finance Party in respect of the costs or expenses to the extent that such Lender the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (ivd) Any reference in this Section 5.8.4 3.05 to any party Party shall, at any time when such party Party is treated as a member of a group including but not limited to any fiscal unities for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 19941994 or in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). (ve) In relation to If VAT is chargeable on any supply made by a Lender Finance Party to any party Party under a Loan Document, Document and if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender with give the Finance Party details of that party’s its VAT registration number and such any other information as is reasonably requested in connection with such Lenderthe Finance Party’s VAT reporting requirements in relation for the supply and at such time that the Finance Party may reasonably request it. Where a Borrower is required to make a payment under paragraph (b) above, such supplyamount shall not become due until such Borrower has received a formal invoice detailing the amount to be paid.

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

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

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

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

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

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

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

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender or the Administrative Agent (the “VAT Supplier”) to any other Lender or the Administrative Agent (the “VAT Recipient”) under a Loan Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection (ii)(ASection 2.16(k)(ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 2.16(k) to any party shall, at any time when such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at such time or the relevant representative member (or head) of such group or unity (or fiscal unity) at such time (as the case may be) (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994Xxx 0000 or the corresponding meaning outside the United Kingdom). (v) In relation to any supply made by a Lender or the Administrative Agent to any party under a any Loan Document, if reasonably requested by such LenderLender or Administrative Agent, that party must as shall promptly as reasonably practicable provide such Lender or Administrative Agent with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s or Administrative Agent’s VAT reporting requirements in relation to such supply.

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

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

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

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable under a Transaction Document by any party the Borrower to any Lender a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause (ii) belowClause 15.6(c), if VAT is or becomes chargeable on any supply made by any Lender a Finance Party to any party the Borrower under a Loan Transaction Document, that party the Borrower: (i) shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such partythe Borrower).; or (ii) where applicable, shall directly account for such VAT at the appropriate rate under the reverse charge procedure provided for by Article 56 of the European Council Directive 2006/112/EC and any relevant Tax provision of the jurisdiction in which the Borrower receives such supply. (b) If VAT is or becomes chargeable on any supply made by any Lender one Finance Party (the “VAT Supplier”‘supplier’) to any other Lender another (the “VAT Recipient”‘recipient’) under a Loan Transaction Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) Borrower is required by the terms of any Loan Transaction Document to pay an amount equal to the consideration for that such supply to the VAT Supplier supplier (rather than being required to reimburse or indemnify the VAT Recipient recipient in respect of that consideration), (A) (where , the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must Borrower shall also pay to the VAT Supplier (supplier at the same time as paying that amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) recipient will promptly pay to the VAT Relevant Party Borrower an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient it reasonably determines relates to the VAT chargeable on that supply. (iiic) Where a Loan Transaction Document requires any party the Borrower to reimburse or indemnify a Lender Finance Party for any cost costs or expense in connection with such Loan Documentexpenses, the reimbursement Borrower shall also at the same time pay and indemnify the Finance Party against all VAT incurred by the Finance Party in respect of the costs or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save expenses to the extent that such Lender the Finance Party reasonably determines that neither it nor any other member of the group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

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

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

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

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

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

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

Value Added Tax. (i) All amounts set out or expressed in payable under a Loan Document to be payable by any party Loan Party to any Lender which (in whole Lender, the L/C Issuer or in part) constitute the consideration for a supply or supplies for VAT purposes Administrative Agent shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if value added tax. If VAT is or becomes chargeable on any supply made by any Lender Lender, the L/C Issuer or the Administrative Agent to any party under Loan Party in connection with a Loan Document, that party shall Loan Party shall, subject to Section 3.01(g)(iii) below, pay to such Lender, the Lender L/C Issuer or the Administrative Agent (in addition to and at the same time as paying any other consideration the amount for such supply) an amount equal to the amount of such the VAT (and such Lender Lender, the L/C Issuer or the Administrative Agent shall promptly provide an appropriate VAT invoice to such partyperson). (ii) Where a Loan Document requires any Loan Party to reimburse any Lender, the L/C Issuer or the Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify such Lender, the L/C Issuer or the Administrative Agent against all VAT incurred by it in respect of such costs and expenses to the extent that such Lender, the L/C Issuer or the Administrative Agent reasonably determines that it is not entitled to credit or repayment in respect of the VAT. The limitations set out in Section 10.08 shall apply mutatis mutandis for any obligation of a Loan Party incorporated under the laws of the Federal Republic of Germany to reimburse or indemnify a Lender, the L/C Issuer or the Administrative Agent. (iii) If VAT is or becomes chargeable on any supply made by any Lender Lender, the L/C Issuer or the Administrative Agent (the “VAT Supplier”) to any other Lender Lender, the L/C Issuer or the Administrative Agent (the “VAT Recipient”) under a Loan Document, and any party person other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the , such person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of VATsuch VAT on production of a VAT invoice. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority)VAT. (iv) Any reference in this Section 5.8.4 3.01(g) to any party person shall, at any time when such party person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom U.K. Value Added Tax Act 1994Axx 0000 or such similar concept as may be provided under similar legislation). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

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

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

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause subsection (iib) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (iib) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant , such Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the in respect of such VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iiic) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 16B.8 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in to be payable under a Loan Document to be payable by any party to any a DIP Lender which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such that supply or suppliesand, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any DIP Lender to any party under a Loan DocumentDocument and such DIP Lender is required to account to the relevant tax authority for the VAT, that party shall must pay to the such DIP Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such DIP Lender shall must promptly provide an appropriate VAT invoice to such that party). (ii) If VAT is or becomes chargeable on any supply made by any DIP Lender or the DIP Agent (the “VAT Supplier”) to any other DIP Lender or the DIP Agent (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection (ii)(ASection 2.09(h)(ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a DIP Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such DIP Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such DIP Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority). (iv) Any reference in this Section 5.8.4 2.09(h) to any party shall, at any time when such party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at such time or the relevant representative member (or head) of such group or unity (or fiscal unity) at such time (as the case may be) (the term “representative member” to have the same meaning as in the United Kingdom UK Value Added Tax Act 1994Axx 0000 or the corresponding meaning outside the UK). (v) In relation to any supply made by a DIP Lender or the DIP Agent to any party under a any Loan Document, if reasonably requested by such LenderDIP Lender or DIP Agent, that party must as shall promptly as reasonably practicable provide such DIP Lender or DIP Agent with details of that party’s VAT registration and other such other information as is reasonably requested in connection with such DIP Lender’s or DIP Agent’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant , such Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the in respect of such VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 1.04(h) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation Except as otherwise expressly provided in Section 1.04(h), a reference to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested “determines” or “determined” in connection with such Lender’s VAT reporting requirements tax provisions contained in relation to such supplySection 1.2(h) means a determination made in the absolute discretion of the person making the determination.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant , such Party must shall also pay to the VAT Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the in respect of such VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 5.12(hi) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation Except as otherwise expressly provided in Section 5.12(hi), a reference to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested “determines” or “determined” in connection with such Lender’s VAT reporting requirements tax provisions contained in relation to such supplySection 5.12(hi) means a determination made in the absolute discretion of the person making the determination.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause subsection (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Document, on provision of a valid VAT invoice, by the Lender to the party, that party shall pay to the Lender (in addition to and at the same time as paying any other the consideration for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party)VAT. (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), , such Party shall also pay to the Supplier (Ain addition to and at the same time as paying such amount) an amount equal to the amount of such VAT (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT). The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to is in respect of such VAT. Where the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), VAT the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 2.31(g) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994Xxx 0000 or in any analogous legislation enacted in any jurisdiction other than the United Kingdom). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

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

Value Added Tax. (ia) All amounts set out or consideration expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes Finance Party shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject no Party shall exercise any potential option for waiving a VAT exemption. Subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under Party in connection with a Loan Finance Document, that party Party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT, unless the VAT (charge is caused by the Finance Party’s option to waive a VAT exemption, and such Lender shall promptly provide in either case concurrently against the issue of an appropriate VAT invoice to such party)invoice. (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under in connection with a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), , (Ai) (where if the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) , the VAT Relevant Subject Party must also pay to the Supplier and, (ii) if the Recipient is required to account to the relevant tax authority for the VAT Supplier the Subject Party must pay to the Recipient, (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Where paragraph (i) applies, the Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment obtained by the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to in respect of the VAT chargeable on that supply. The VAT Recipient must Where paragraph (where this subsection (ii)(Bii) applies) promptly , the Subject Party must only pay to the VAT Relevant Party Recipient an amount equal to any the amount of such VAT to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost costs or expense in connection with such Loan Documentexpenses, that Party shall also at the reimbursement or indemnity (as same time pay and indemnify the case may be) shall be Finance Party for the full amount of such cost or expense, costs and expenses including such part thereof as represents VAT, save costs that represent VAT incurred by the Finance Party in respect of the costs or expenses to the extent that such Lender the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (ivd) Any reference in this Section 5.8.4 Clause 19.6 to any party Party shall, at any time when such party Party is treated as a member of a group including but not limited to any fiscal unities for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994Xxx 0000 or in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). (ve) In relation to If VAT is chargeable on any supply made by a Lender Finance Party to any party Party under a Loan Document, Finance Document and if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender with give the Finance Party details of that party’s its VAT registration number and such any other information as is reasonably requested in connection with such Lenderthe Finance Party’s VAT reporting requirements in relation for the supply and at such time that the Finance Party may reasonably request it. Where a Borrower is required to make a payment under paragraph (b) above, such supplyamount shall not become due until the relevant Borrower has received a formal invoice detailing the amount to be paid.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Finance Document to be payable by any party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause (ii12.7(b) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under a Loan Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall must pay to the Lender such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such that party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party to a Finance Document other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): 75 UK-#396550026-v7 (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Aa) applies) promptly pay to the VAT Relevant Subject Party 76 UK-#396550026-v7 an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiia) Where a Loan Finance Document requires any party to it to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant Tax tax authority). (ivb) Any reference in this Section 5.8.4 clause 12.7 (Value Added Tax) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative any member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994)time. (vc) In relation to any supply made by a Lender Finance Party to any party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s 's VAT registration and such other information as is reasonably requested in connection with such Lender’s Finance Party's VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out If the Lessor makes any supply for Value Added Tax purposes pursuant to or expressed in a Loan Document connection with this Agreement or any of the other Lease 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 Value Added Tax by an increased payment under Clause 25.4(b) below) at such time as the Lessor certifies to the Lessee that any amount of VAT payable by in respect of that supply has not been paid to the Lessor and having duly accounted for such VAT to Customs and Excise at the correct time and having duly claimed bad debt relief in respect of that VAT the Lessor either has or has not received such relief, pay on demand to the Lessor an amount equal to the aggregate of any party Value Added Tax which is payable in respect of that supply and has not been the subject of bad debt relief and interest on an amount equal to any Lender Value Added Tax payable in respect of the supply at LIBOR ascertained in respect of the date on which such VAT was accounted for to Customs and Excise for the period from that date until the date of the Lessor's certificate or the date upon which bad debt relief is received. (in b) Save where expressly provided to the contrary, all payments made under this Agreement and the other Lease Documents are calculated without regard to Value Added Tax. If any such payment constitutes the whole or in part) constitute any part of the consideration for a taxable or deemed taxable supply (whether that supply is taxable pursuant to the exercise of an option or supplies for VAT purposes otherwise), the amount of that payment shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply made increased by any Lender to any party under a Loan Document, that party shall pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender Value Added Tax which is chargeable in respect of the taxable supply in question PROVIDED THAT the Lessor shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document not be liable to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where the VAT Supplier is the person required to account to the relevant Value Added Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same until such time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT)as, the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save and to the extent that such Lender reasonably determines that it is entitled to receives a credit or repayment in respect of for such VAT from as "input tax", as defined in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA, in which case such payment shall be made as soon as practicable after the relevant Tax authority)credit is received. (ivc) Any reference in this Section 5.8.4 to If any party shall, at any time when such party is treated as a member amount of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994paid by the Lessor pursuant to this Agreement or any of the Lease Documents 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 Irrevocable VAT PROVIDED THAT if the Lessor determines that such Irrecoverable VAT subsequently proves to be recoverable, the Lessor shall pay to the Lessee such amount, if any, as the Lessor in its absolute discretion 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 25.4(c). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable under any Loan Document by any party to Arranger, any Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party under any Loan Document (each, a “Finance Party”) which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under a Loan DocumentDocument and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall must pay to the Lender such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such that party). (ii) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which extent that the VAT Recipient reasonably determines relates that it is not entitled to credit or repayment from the VAT chargeable on relevant tax authority in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 3.01(j) to any party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994)time. (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

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

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

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

Value Added Tax. (i) 25.1 All amounts set out or expressed in a Loan Document to be sums payable by any one party to any Lender which another party pursuant to this Agreement are exclusive of VAT. 25.2 If one party (in whole or in partthe "VAT Supplier") constitute the consideration for makes a supply or supplies to another party (the "VAT Recipient") for VAT purposes pursuant to this Agreement:‌ 25.2.1 the VAT Recipient shall be deemed pay to be exclusive the VAT Supplier (in addition to any other consideration for that supply) a sum equal to the amount of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any that supply made by any Lender for which the VAT Supplier has the liability to any party under a Loan Document, that party account to the relevant Tax Authority; and 25.2.2 the VAT Recipient shall pay that sum on the later of: (a) the date which is three (3) Business Days before the last day (as notified to the Lender VAT Recipient in writing) on which the VAT Supplier can account to the relevant Tax Authority for that VAT without incurring any interest or penalties; and (b) receipt by the VAT Recipient of a valid VAT invoice in addition respect of that supply. 25.3 If: 25.3.1 a party has paid any amount in respect of VAT pursuant to Clause 25.2 on the basis that the relevant transaction gave rise to a positive rated supply for VAT purposes, and at it subsequently transpires that the same time as paying transaction did not give rise to a positive rated supply; or 25.3.2 a party has paid any other consideration amount in respect of VAT pursuant to Clause 25.2, and it subsequently transpires that such amount was in excess of the amount of VAT actually chargeable on the relevant supply for such supplywhich the party to whom that amount in respect of VAT was paid has the liability to account to the relevant Tax Authority, the party (the "Payee") to whom that amount in respect of VAT was paid shall repay to the payer an amount equal to the difference between such amount in respect of VAT and the amount of VAT actually chargeable in respect of the relevant transaction or on the relevant supply, such VAT repayment to be made within three (and such Lender shall promptly provide an appropriate VAT invoice to such party)3) Business Days after the Payee first becomes aware of the relevant error. 25.4 If one party (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”"Party A") is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required this Agreement to reimburse or indemnify the VAT Recipient in respect of that consideration), another party (A"Party B") (where the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement or indemnity (as the case may be) Party A shall be reimburse Party B for the full amount of such cost or expense, including such any part thereof as of it which represents VAT, except where this Agreement provides otherwise save to the extent that such Lender reasonably determines that it Party B is entitled to credit or repayment in respect of such that VAT from the relevant Tax authority)Authority. (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan DocumentFinance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the Lender such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such partythat Party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 clause 14.7 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994Xxx 0000 or in any equivalent legislation of another jurisdiction). (ve) In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall (unless otherwise agreed with the relevant Finance Party) be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject . Subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under or in connection with a Loan Finance Document, that party Party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such party)Party. (iib) If VAT is or becomes chargeable on any performance (supply made or service) rendered by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply such performance to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient or an Affiliate receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party extent that the Recipient determines that it or an amount equal Affiliate is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost costs or expense in connection with such Loan Documentexpenses, that Party shall also at the reimbursement same time reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost costs or expenseexpenses, including such part thereof as represents VAT, save to the extent that such Lender reasonably the Finance Party determines that it or an Affiliate is entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (ivd) Any reference in this Section 5.8.4 Clause 18.6 to any party Party shall, at any time when such party Party is treated as a member of a group or consolidation for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group or the head of such consolidation at such time (the term “representative member” to shall (i) have the same meaning as in the United Kingdom Value Added Tax Act 19941994 with regard to the UK or (ii) where applicable, with regard to another jurisdiction refer to an equivalent entity under the relevant laws of such jurisdiction to that referred to in (i)). (ve) In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable under any Loan Document by any party Party to any a Lender which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any party Party under a Loan DocumentDocument and such Lender is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the such Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such Lender shall must promptly provide an appropriate VAT invoice to such partythat Party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “VAT SupplierPayee”) to any other Lender (the “VAT RecipientPayor”) under a Loan Document, and any party Party other than the VAT Recipient Payor (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier Payee (rather than being required to reimburse or indemnify the VAT Recipient Payor in respect of that consideration),): (A) (1. ( where the VAT Supplier Payee is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier Payee (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient Payor must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient Payor receives from the relevant Tax tax authority which the VAT Recipient Payor reasonably determines relates to the VAT chargeable on that supply; and (B) (2. ( where the VAT Recipient Payor is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT RecipientPayor, pay to the VAT Recipient Payor an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Payor reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supply.VAT. 4810-9912-0636 v.15 (iii) Where a Loan Document requires any party Party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) In relation to any supply made by a Lender to any Party under a Loan Document, if reasonably requested by such Lender, that Party must promptly provide such Lender with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Xxxxxx’s VAT reporting requirements in relation to such supply. (v) Any reference in this Section 5.8.4 2.11(n) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of such group at such time the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) (including, for the term “representative member” to have avoidance of doubt, in accordance with section 43 of the same meaning as in the United Kingdom UK Value Added Tax Act 1994) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan DocumentFinance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party Party shall pay to the Lender such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such partythat Party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must shall also pay to the VAT Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for VAT) the VAT), the VAT Relevant Subject Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supply.VAT (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 Clause 13.6 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (ve) In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out out, or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is or becomes chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan DocumentFinance Document and that Finance Party is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the Lender that Finance Party (in addition to and at the same time as paying any other the consideration for such supply) an amount equal to the amount of such the VAT (and such Lender shall that Finance Party must promptly provide an appropriate VAT invoice to such partythat Party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT "Supplier”") to any other Lender Finance Party (the “VAT "Recipient”") under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT "Relevant Party”") is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost costs or expense in connection with such Loan Documentexpenses, that Party shall also at the reimbursement same time reimburse or indemnity indemnify (as the case may be) shall be for such Finance Party against all VAT incurred by the full amount Finance Party in respect of such cost the costs or expense, including such part thereof as represents VAT, save expenses to the extent that such Lender Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (ivd) Any reference in this Section 5.8.4 Clause 12.7 to any party Party shall, at any time when such party Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in the Value Added Tax Xxx 0000, Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of such group at such time (the term “representative member” to have the same meaning as European Union) or any other similar provision in any jurisdiction other than the United Kingdom Value Added Tax Act 1994or a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (ve) In relation to If VAT is chargeable on any supply made by a Lender Finance Party to any party Party under a Loan Document, Finance Document and if reasonably requested by such Lenderthe Finance Party, that party Party must as promptly as reasonably practicable provide such Lender with give that Finance Party details of that party’s its VAT registration number and such any other information as is reasonably requested in connection with such Lender’s VAT that Finance Party's reporting requirements in relation to such for the supply.

Value Added Tax. (i) All amounts set out out, or expressed in to be payable under a Loan Document to be payable by any party to any Lender this Agreement to a Lender, Agent or Issuing Bank which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause subparagraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Lender, Agent or Issuing Bank to any party to this Agreement under a Loan DocumentDocument and that Lender, Agent or Issuing Bank is required to account for the VAT that party shall pay to the Lender Lender, Agent or Issuing Bank (in addition to and at the same time as paying any other consideration for such supplythe consideration) an amount equal to the amount of such the VAT (and such Lender Lender, Agent or Issuing Bank shall promptly provide an appropriate VAT invoice to such partyparty to this Agreement). (ii) If VAT is or becomes chargeable on any supply made by any Lender Lender, Agent or Issuing Bank (the “VAT Supplier”) to any other Lender Lender, Agent or Issuing Bank (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient to this Agreement (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where , if the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) VAT the Relevant party shall also pay the Supplier and, if the Recipient is required to account for the VAT the Relevant Party must shall also pay to the VAT Supplier Recipient (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT. The VAT Recipient must (where this subsection (ii)(A) applies) will promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient it reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to this Agreement to reimburse a Lender, Agent or indemnify a Lender Issuing Bank for any cost costs or expense expenses, that party shall also at the same time pay and indemnify the Lender, Agent or Issuing Bank against all VAT incurred by the Lender, Agent or Issuing Bank in connection with such Loan Document, the reimbursement respect of costs or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save expenses to the extent that such Lender the Lender, Agent or Issuing Bank reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)VAT. (iv) Any reference in this Section 5.8.4 paragraph (m) to any a party to this Agreement shall, at any time when such party to this Agreement is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom U.K. Value Added Tax Act 1994)Xxx 0000. (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

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

Value Added Tax. (i) All amounts set out or expressed in a Loan Document to be payable by any party to any Lender Party and/or any Agent (a “Finance Party”) which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (iiSection 2.17(k)(ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party under a Loan DocumentDocument and that Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Lender Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Lender Finance Party shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT RecipientReceiving Finance Party”) under a Loan Document, and any party other than the VAT Recipient Receiving Finance Party (the “VAT Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient Receiving Finance Party in respect of that consideration), , (A) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Subject Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient Receiving Finance Party must (where this subsection (ii)(ASection 2.17(k)(ii)(A) applies) promptly pay to the VAT Relevant Subject Party an amount equal to any credit or repayment the VAT Recipient Receiving Finance Party receives from the relevant Tax tax authority which the VAT Recipient Receiving Finance Party reasonably determines relates to the VAT chargeable on that supply; and and (B) (where the VAT Recipient Receiving Finance Party is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Subject Party must promptly, following demand from the VAT RecipientReceiving Finance Party, pay to the VAT Recipient Receiving Finance Party an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant extent that the Receiving Finance Party an amount equal reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (iv) Any reference in this Section 5.8.4 2.17(k) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of such group at such time (the term “representative member” European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union, including but not limited to have the same meaning as in the United Kingdom Value Added Tax Act 1994) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (v) In relation to any supply made by a Lender Finance Party to any party under a Loan Document, if reasonably requested by such LenderFinance Party, that party must as promptly as reasonably practicable provide such Lender Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

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

Value Added Tax. (i1) All amounts set out or expressed in a Loan Document stated to be payable by any party under or pursuant to any Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be this agreement are exclusive of VAT (if any). If any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on in respect of any supply made by any Lender one party (the "Supplier") to any another party (the "Recipient") under a Loan Documentor pursuant to this agreement, that party the Recipient shall pay to the Lender (Supplier the amount of that VAT in addition to and at the same time as paying any other consideration for such supplywithin two working days after the issue by the Supplier to the Recipient of a proper VAT invoice provided that nothing in this subclause (1) an amount equal shall be read so as to conflict with the provisions of subclauses (2), (3) and (4) below. (2) The Seller and the Purchaser intend that article 5 of the Value Added Tax (Special Provisions) Order 1995 shall apply to the sale of the Assets under this agreement and agree to use all reasonable endeavours to secure that the sale is treated as neither a supply of goods nor a supply of services under that article. (3) If nevertheless any VAT is payable on the sale of all or any of the Assets under this agreement and HM Customs & Excise ("Customs") have so confirmed in writing then the Purchaser shall pay or shall procure the payment to the Seller of the amount of such that VAT in addition to the price (and indemnify it for any fines, penalties or interest imposed by Customs arising out of the treatment by the Seller and the Purchaser, or the Nominated Purchaser (as the case may be) of the sale described in (2) above) forthwith five working days before the Seller is required to account for that VAT to Customs unless such Lender shall promptly provide an appropriate date has passed in which case the Purchaser will pay or procure the payment of that VAT to the Seller within two working days after delivery by the Seller to the Purchaser or the Nominated Purchaser (as the case may be) of a proper VAT invoice to such party)in respect of it together with a copy of the ruling from Customs. (ii4) If Without limiting subclause (3) above, VAT is shall be treated as payable if Customs have so ruled in writing after full disclosure of all material facts and with a view to obtaining such ruling the Seller shall send a letter to its local VAT office as soon as possible after the date hereof. (5) Before sending any relevant letter to Customs, the Seller shall give the Purchaser a reasonable opportunity to comment on it and shall make such amendments as the Purchaser reasonably requires. (6) The Purchaser warrants to the Seller that: (a) the Purchaser or becomes chargeable on any supply made by any Lender the Nominated Purchaser (as the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”case may be) is required registered for VAT or will be registered for VAT with effect from a date not later than Completion and shall on or before Completion provide to the Seller proof of such registration reasonably satisfactory to the Seller; (b) the Assets of the Business are to be used by the terms Purchaser or the Nominated Purchaser (as the case may be) in carrying on the same kind of business as that carried on by the Seller and the Purchaser or the Nominated Purchaser (as the case may be) will after Completion continue to carry on the Business. (7) The Seller shall no later than five working days before Completion deliver to the Purchaser or the Nominated Purchaser (as the case may be) details of any Loan Document to pay an amount equal to of the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient Properties in respect of that consideration),which the Seller has made an election to waive exemption from VAT under the provisions of paragraph 2 of Schedule 10 to the VATA 1994. (A8) The Purchaser warrants that it or the Nominated Purchaser (as the case may be) will in respect of each of the Properties details of which are delivered by the Seller pursuant to subclause (where the 7): (a) elect to waive exemption from VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives with effect from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supplya date no later than Completion; and (Bb) deliver to Customs before Completion proper written notifications of such elections; (where the VAT Recipient is the person required to account c) deliver to the relevant Tax authority for Seller on Completion copies of the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay written notification of such elections; (d) deliver to the VAT Recipient an amount equal to Seller copies of any acknowledgements from Customs of such elections immediately following receipt by the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supplyPurchaser. (iii9) Where a Loan Document requires The Seller and the Purchaser intend that s.49 (1) of the VATA 1994 shall apply to the sale of the Assets under this agreement and accordingly: (a) the Seller shall on Completion deliver to the Purchaser or the Nominated Purchaser, as the case may be, all records referred to in s. 49(1)(b); (b) the Seller shall not make any party request to reimburse Customs for those records to be preserved by the Seller rather than the Purchaser or indemnify a Lender for any cost the Nominated Purchaser as the case may be; (c) the Purchaser or expense in connection with such Loan Document, the reimbursement or indemnity Nominated Purchaser (as the case may be) shall preserve or shall procure to be preserved those records for such period as may be required by law and during that period permit the Seller reasonable access to them to inspect or make copies of them; and (d) the Purchaser or the Nominated Purchaser (as the case may be) may fulfil its obligations under paragraph (c) by procuring that a future transferee of the Business or any other person preserves the records and permits reasonable access as mentioned in that paragraph, in which case the Purchaser or the Nominated Purchaser shall notify the Seller of the name of that person. (10) If the Purchaser pays the Seller or procures the payment to the Seller of an amount in respect of VAT under subclause (3) above and Customs confirm in writing to the Seller or Purchaser or Nominated Purchaser that all or part of it was not properly chargeable, the Seller shall repay the amount or relevant part of it to the Purchaser or the entity from which it received payment. The Seller shall make the repayment promptly after the ruling, unless it has already accounted to Customs for the full VAT. In that case, the Seller shall apply for a refund of the VAT (plus any interest payable by Customs), use reasonable endeavours to obtain it as speedily as practicable, and pay to the Purchaser or the entity from which it received payment the amount of such cost or expense, including such part thereof as represents VAT, save the refund and any interest when and to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT received from the relevant Tax authority)Customs. (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

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

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause (ii) below17.2(b), if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan DocumentFinance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the Lender such Finance Party (in addition to and at the same time t ime as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such partythat Party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection (ii)(Aparagraph 17.2(b)(i) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save supply but only to the extent that such Lender the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of such VAT from the relevant Tax authority)that VAT. (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any party Party to any Lender a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any party Party under a Loan DocumentFinance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the Lender such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such the VAT (and such Lender shall Finance Party must promptly provide an appropriate VAT invoice to such partythat Party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “VAT Supplier”) to any other Lender Finance Party (the “VAT Recipient”) under a Loan Finance Document, and any party Party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration),): (Ai) (where the VAT Supplier is the person required to account to the relevant Tax tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this subsection paragraph (ii)(Ai) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the VAT Recipient is the person required to account to the relevant Tax tax authority for the VAT), ) the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay supply but only to the VAT Relevant Party an amount equal extent that the Recipient reasonably determines that it is not entitled to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on in respect of that supplyVAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Lender Finance Party for any cost or expense in connection with such Loan Documentexpense, the reimbursement that Party shall reimburse or indemnity indemnify (as the case may be) shall be such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). (ivd) Any reference in this Section 5.8.4 clause 15.7 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994Xxx 0000 or in any equivalent legislation of another jurisdiction). (ve) In relation to any supply made by a Lender Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that party Party must as promptly as reasonably practicable provide such Lender Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such LenderFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i1) All amounts set out or expressed in a Loan Document The Seller and the Purchaser intend that article 5 of the Value Added Tax (Special Provisions) Order 1995 ("Article 5") shall apply to be payable by any party to any Lender which (in whole or in part) constitute the consideration for sale of the Assets under this agreement, so that the sale is treated as neither a supply or supplies for of goods nor a supply of services. (2) If nevertheless any VAT purposes is payable on any supply by the Seller under this agreement, the Purchaser shall pay the amount of that VAT in addition to the price and the Seller shall issue to the Purchaser a proper VAT invoice in respect of that VAT. (3) Without limiting subclause (2), VAT shall be deemed treated as payable if Customs rule that it is payable. The Purchaser shall pay the amount of VAT payable on whichever is the latest of: (a) the day on which the Seller is liable to be exclusive pay such VAT to Customs; (b) the day on which the Purchaser (or any member of its VAT group) recovers (or is treated under clause 20(13) as recovering) an amount in respect of that VAT from Customs, whether by way of repayment, credit or set-off; and (c) five business days after receipt by the Purchaser of a copy of the written notice of the ruling together with a proper VAT invoice from the Seller. (4) Subject to the remaining provisions of this clause, if the Purchaser disagrees with the ruling of Customs referred to above and if (having used reasonable endeavours to procure such a review on its own account) the Purchaser is unable to obtain a review of the decision by Customs on its own account, it may, within 15 Business Days (or such longer time as the Seller may agree) of being notified of such decision by the Seller, notify the Seller that it requires the Seller to obtain a review of the decision by Customs and the Seller shall forthwith request Customs to undertake that review. (5) The Seller shall, without prejudice to the Purchaser's liability to make any VAT which payment in accordance with this clause, notify the Purchaser within 5 Business Days of receipt of the decision of Customs referred to above and if the Purchaser disagrees with the decision and if (having used reasonable endeavours to make an appeal in its own right) the Purchaser is chargeable on such supply or suppliesunable to make an appeal in its own right, and accordinglythen it may, subject to clause 20(6), give notice to the Seller within 15 Business Days (iior such longer time as the Seller may agree) belowof being notified of such decision by the Seller that it requires the Seller to make an appeal to the tribunal in accordance with section 83 VATA 1994. (6) The Seller shall not be obliged to take any action under this clause unless the Purchaser shall indemnify the Seller against all reasonable costs and expenses incurred in taking any such action and, in any case where any appeal cannot be made against the decision of Customs without the Seller accounting for the VAT to which that appeal relates, unless the Purchaser shall also have paid to the Seller an amount equal to that VAT (against the issue of an appropriate VAT invoice). (7) Within 5 Business Days of the decision of the Commissioners referred to above or, if VAT is or becomes chargeable on any supply made by any Lender to any party under a Loan Documentfurther appeal has been made, that party within 5 Business Days of the decision of the tribunal: (a) the Purchaser shall pay to the Lender Seller by way of additional consideration a sum equal to the amount of VAT (if any) that has been determined to be properly payable in addition respect of the supply (against delivery by the Seller of a proper tax invoice for VAT purposes in respect of it) after deducting from it any amount previously paid in respect of such VAT by the Purchaser to and at the same time as paying Seller; or (b) if an amount previously paid by the Purchaser to the Seller under this clause exceeds the VAT that is finally determined to be payable, the Seller shall pay to the Purchaser an amount equal to any other consideration excess VAT payable (to the extent that, if the Seller has already accounted to Customs for such supplyVAT, the Seller has recovered such VAT from Customs) and deliver to the Purchaser (to the extent it has not already done so) a proper tax invoice for VAT purposes. (8) If Customs impose any interest or penalties on the Seller as a result of the late payment of VAT on the consideration paid in respect of the Business and the Assets the Purchaser shall when it pays an amount in respect of VAT on the consideration paid for the Business and the Assets in accordance with this clause 20 or, if later, 5 Business Days after a copy of any notice of such penalty or interest has been received from the Seller, also pay to the Seller an amount equal to the amount of any such penalties and interest to the extent only that they are directly referable to the late payment of VAT on the Consideration. (9) With a view to procuring that Article 5 applies, the Purchaser: (a) shall ensure that the Purchaser is registered for VAT not later than Completion; and (b) warrants that the Assets are to be used by the Purchaser in carrying on the same kind of business as that carried on by the Seller. (10) References in paragraphs (a) and (b) of subclause (7) to the Purchaser shall be construed as references to the transferee within the meaning of the corresponding provision of Article 5 if different. (11) Subject to sub-clauses (12) and (13) below, if VAT is determined to be payable on the sale of the Assets under this Agreement as a result of the transactions effected by the Divisionalisation Agreement and would not have been so payable but for such Lender transactions, then and in that event the Seller shall promptly provide an appropriate indemnify the Purchaser against all and any VAT invoice to the extent so payable by the Purchaser to the Seller under the provisions of this clause (to the extent the same is irrecoverable by the Purchaser or any member of the Purchaser's VAT group) five Business Days after receipt by the Seller of evidence which demonstrates that the Purchaser has used all reasonable endeavours to procure recovery of such partyVAT, together with interest on that sum calculated on a day to day basis of a rate equal to the aggregate of two per cent per annum above the base rate of Midland Bank plc for the time being, from the date that the Purchaser made a payment to the Seller in respect of such irrecoverable VAT to the date of payment. (12) Any claim by the Purchaser under the indemnity in subclause (11) will be subject to the provisions of clause 27 (Indemnity Claims). (ii13) If VAT is or becomes chargeable on For the purposes of this clause, "irrecoverable VAT" means any supply made by any Lender (the “VAT Supplier”) to any other Lender (the “VAT Recipient”) under a Loan Document, and any party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the VAT Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration), (A) (where VAT paid by the VAT Supplier is the person required to account to the relevant Tax authority for the VAT) the VAT Relevant Party must also pay to the VAT Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT. The VAT Recipient must (where Purchaser under this subsection (ii)(A) applies) promptly pay to the VAT Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax authority clause which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and Purchaser (B) (where the VAT Recipient is the person required to account to the relevant Tax authority for the VAT), the VAT Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the VAT Relevant Party an amount equal to or any credit or repayment the VAT Recipient receives from the relevant Tax authority which the VAT Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any party to reimburse or indemnify a Lender for any cost or expense in connection with such Loan Document, the reimbursement or indemnity (as the case may be) shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority). (iv) Any reference in this Section 5.8.4 to any party shall, at any time when such party is treated as a member of a group for the Purchaser's VAT purposesgroup) is unable to recover as input tax (whether by way of credit, include (where appropriate and unless the context otherwise requiresset off or actual repayment) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Act 1994). (v) In relation to any supply made by a Lender to any party under a Loan Document, if reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply.from Customs assuming that:

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