Common use of Value Added Tax Clause in Contracts

Value Added Tax. 13.6.1 All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for 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 13.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to 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 Finance Party shall provide an appropriate VAT invoice to that Party as soon as reasonably practicable). 13.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority. 13.6.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any such supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to provision by such Finance Party shall provide an appropriate Lender of a valid VAT invoice to that Party as soon as reasonably practicableinvoice). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Dutch VAT Recipient”) under a Finance Loan Document, and any Party party other than the Dutch VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Dutch VAT Recipient in respect of that consideration):), (aA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) ), the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT; the VAT. The Dutch VAT Recipient must (where this Clause 13.6.2(asubsection (ii)(A) applies) promptly pay to the 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 (bB) (where the Dutch VAT Recipient is the person required to account to the relevant tax authority for the VAT) ), the Relevant Party must promptly, following demand from the Dutch VAT Recipient, pay to the Dutch VAT Recipient an amount equal to the VAT chargeable on that supply but only supply. The Dutch VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the extent that the Recipient reasonably determines that it is not entitled Relevant Party an amount equal to a any credit or repayment the Dutch VAT Recipient receives from the relevant tax authority in respect of which the Dutch VAT Recipient reasonably determines relates to the VAT chargeable on that VATsupply. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expenseexpense incurred in connection with such Loan Document, that Party shall reimburse the reimbursement or indemnify indemnity (as the case may be) such Finance Party shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax 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. 13.6.4 (iv) Any reference in this Section 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. (v) In relation to any supply made by a Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party party must as promptly as reasonably practicable provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply. (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. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “VAT Supplier”) to any other Finance Party Lender (the “VAT Recipient”) under a Finance Loan Document, and any Party party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the 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 Clause 13.6.2(asubsection (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 (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 but only supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the extent that 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 it is not entitled to a credit or repayment from the relevant tax authority in respect of that VATsupply. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expenseexpense in connection with such Loan Document, that Party shall reimburse the reimbursement or indemnify indemnity (as the case may be) such Finance Party shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority). 13.6.4 (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 Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party party must as promptly as reasonably practicable provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 All amounts set out or expressed to be 4.2.1 The rents and any other sums payable under this Lease are exclusive of any VAT chargeable in respect thereof. Subject to clause 4.3, where, pursuant to the terms of this Lease, a Finance Document by any Party party (for the purposes of this clause 4, the “Supplier”) makes or is deemed to a Finance Party which (in whole or in part) constitute the consideration for make a supply or supplies to another party (for the purpose of this clause 4, the “Recipient”) 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 13.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to supply, the relevant tax authority for the VATRecipient shall, that Party must pay to that Finance Party (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 Finance Party VAT. The Supplier shall provide to the Recipient an appropriate VAT invoice in respect of such supply, together with (if applicable) evidence reasonably satisfactory to that Party as soon as reasonably practicable)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 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. 13.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party 4.2.2 Where, pursuant to the terms of this Lease, a party (for the Supplier) to any other Finance Party (purposes of this clause 4, the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party“Payer”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to pay, repay, reimburse or indemnify the Recipient in respect of that consideration): another party (a) (where the Supplier is the person required to account to the relevant tax authority for the VATpurpose of this clause 4, the “Payee”) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs cost, fee, charge, disbursement or expenseexpense (or any proportion of it) incurred by the Payee, that Party the Payer shall also pay, repay, reimburse or indemnify (as the case may be) such Finance Party 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 Finance Party 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 authoritysupply 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. 13.6.4 In relation 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 Lease to any supply made by a Finance Party to person, or any Party right, entitlement or obligation of any person under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements the laws in relation to VAT, shall (where appropriate and unless the context otherwise requires) be construed, at any time when such supplyperson is treated as a member of a group for the purposes of VAT, to include a reference to the representative member, or to the right, entitlement or obligation under such laws of the representative member, of that group at such time (the term “representative member” to be construed in accordance with the relevant legislation in the VATA).

Value Added Tax. 13.6.1 (a) All amounts set out or expressed to be payable under a Finance Transaction Document by any Party the Borrower to 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 suppliessupply, and accordingly, subject to Clause 13.6.215.6(c), if VAT is or becomes chargeable on any supply made by any a Finance Party to any Party the Borrower under a Finance Document and such Finance Party is required to account Transaction Document, the Borrower: (i) shall pay to the relevant tax authority for the VAT, that Party must pay to that 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 Finance Party shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablethe 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. 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any one Finance Party (the Supplier‘supplier’) to any other Finance Party another (the Recipient‘recipient’) under a Finance Transaction Document, and any Party other than the Recipient (the Relevant Party) Borrower is required by the terms of any Finance Transaction Document to pay an amount equal to the consideration for that such supply to the Supplier supplier (rather than being required to reimburse or indemnify the Recipient recipient in respect of that consideration): (a) (where ), the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must Borrower shall also pay to the Supplier (supplier at the same time as paying that amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(a) applies) recipient will promptly pay to the Relevant Party Borrower an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient it reasonably determines relates to the VAT chargeable on that supply; and. (bc) (where Where a Transaction Document requires the Recipient is Borrower to reimburse a Finance Party for any costs or expenses, the person required to account to Borrower shall also at the relevant tax authority for same time pay and indemnify the VAT) Finance Party against all VAT incurred by the Relevant Finance Party must promptly, following demand from in respect of the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only costs or expenses to the extent that the Recipient Finance Party reasonably determines that neither it nor any other member of the group of which it is not a member for VAT purposes is entitled to a credit or repayment from the relevant tax authority in respect of that the VAT. 13.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority. 13.6.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 10.1 All amounts set out or expressed sums payable by one party to be payable under a Finance Document by any Party another party pursuant to a Finance Party which 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 of the Supplier (in addition to any amounts in respect other consideration for that supply) a sum equal to the amount of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if VAT is or becomes chargeable on any that supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required for which the Supplier has the liability to 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 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 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 tax authority transaction gave rise to a positive rated supply for VAT purposes, and it subsequently transpires that the VATtransaction did not give rise to a positive rated supply; or 10.3.2 a party has paid any amount in respect of VAT pursuant to clause 10.2, and it subsequently transpires that Party must pay such amount was in excess of the amount of VAT actually chargeable on the relevant supply for which the party to whom that Finance Party amount in respect of VAT was paid has the liability to account to HMRC, the party (the “Payee”) to whom that amount in addition respect of VAT was paid shall repay to and at the same time as paying any other consideration for such supply) 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 Finance Party shall provide an appropriate VAT invoice repayment to that Party as soon as reasonably practicable)be made within three Business Days after the Payee first becomes aware of the relevant error. 13.6.2 10.4 If VAT is or becomes chargeable on any supply made by any Finance one party (“Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant PartyA”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required this Agreement to reimburse or indemnify the Recipient in respect of that consideration): another party (a“Party B”) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs cost or expense, that Party A shall reimburse or indemnify (as the case may be) such Finance 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 Finance Party reasonably determines that it B is entitled to credit or repayment in respect of such that VAT from the relevant Tax authorityHMRC. 13.6.4 In relation 10.5 The parties believe that the sale of the Business and the Assets will be treated by HMRC as a TOGC and they shall use their reasonable endeavours to any supply made by a Finance Party procure that such sale is so treated. 10.6 The Seller warrants to any Party the Buyer that it is registered for VAT purposes under a Finance Document, if reasonably requested by such Finance Party, the VAT Act. 10.7 The Buyer warrants to the Seller that Party must promptly provide such Finance Party with details it is duly registered for VAT purposes under the VAT Act and: 10.7.1 it intends to continue the business of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements the Seller at 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. 13.6.1 (a) All amounts set out out, or expressed to be payable under a Finance pursuant to this Agreement or any other Transaction Document by any Party party to this Agreement to a Finance 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 amounts in respect of VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to Clause 13.6.2clause (c) below, if VAT is or becomes chargeable on any supply made by any Finance Facility Indemnified Party to any Party under a Finance Document and such Finance Party is required party to account this Agreement pursuant to this Agreement, that party to this Agreement shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance 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 Finance Facility Indemnified Party shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Facility Indemnified Party (the “Supplier”) to any other Finance Facility Indemnified Party (the “Recipient”) under a Finance pursuant to this Agreement or any other Transaction Document, and any Party other than the Recipient party to this Agreement (the “Relevant Party”) is required by pursuant to the terms of any Finance Document this Agreement to pay an amount equal to the consideration for that value of such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) ), the Relevant Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax authority Taxation Authority which the Recipient it reasonably determines relates to the VAT chargeable on that supply; and. (bc) (where Where any party to this Agreement is required pursuant to this Agreement or any other Transaction Document to reimburse a Facility Indemnified Party for any costs or expenses, that party to this Agreement or such other Transaction Document shall also at the Recipient is same time pay and indemnify the person required to account to Facility Indemnified Party against all VAT incurred by the relevant tax authority for Facility Indemnified Party in respect of the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only costs or expenses to the extent that the Recipient Facility Indemnified Party reasonably determines that neither it nor any member of any group of which it is not a member for VAT purposes is entitled to a credit or repayment from the relevant tax authority Taxation Authority in respect of that the VAT. 13.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority. 13.6.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 All amounts set out or expressed to be 18.1 The sums payable under a Finance Document by this Agreement and all other supplies made under or in connection with this Agreement are exclusive of VAT and: 18.1.1 If any Party such sums or supply gives rise automatically to a Finance charge to VAT or 18.1.2 If any such sum or supply gives rise to a charge to VAT at the election of a Party which (and that Party so elects then in whole or in part) constitute the consideration for a supply or supplies for any such case VAT purposes shall be deemed to be exclusive of any amounts paid in addition thereto 18.2 Any VAT correctly chargeable in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if VAT is or becomes chargeable on any supply made by any Finance either Party to any Party under a Finance Document and such Finance Party is required to account the other pursuant to the relevant 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 authority point for VAT purposes is created to a date earlier than would be the VAT, case had such VAT invoice not been issued 18.4 In the event that either Party must pay shall have issued a VAT invoice to that Finance Party (in addition the other for a supply made pursuant to and at the same time as paying any other consideration for such supply) an amount equal to terms of this Agreement but the amount of VAT charged thereby proves to be inadequate the Party that issued such VAT (and such Finance invoice shall issue a further VAT invoice in relation to the balance of VAT 18.5 In the event that either Party shall provide an appropriate have issued a VAT invoice to that Party as soon as reasonably practicable). 13.6.2 If VAT is or becomes chargeable on any the other for a supply made by any Finance Party (the Supplier) pursuant to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to this Agreement but the amount of VAT charged thereby is excessive (or no VAT should have been charged) the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any that issued such VAT invoice shall issue a VAT credit or repayment the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates note in relation to the VAT chargeable on that supply; andso overcharged 18.6 Both the Council and the Ministers shall (bif they have not done so already) (where forthwith elect to waive the Recipient is the person required exemption to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the charge VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority. 13.6.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such 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. 13.6.1 (i) All amounts set out or expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Party which (in whole any 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if value added tax. If VAT is or becomes chargeable on any supply made by any Finance Party Lender, the L/C Issuer or the Administrative Agent to any Loan Party under in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATLoan Document, that Loan Party must shall, subject to Section 3.01(g)(iii) below, pay to that Finance Party such Lender, the 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 Finance Party Lender, the L/C Issuer or the Administrative Agent shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch person). 13.6.2 (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 Finance Party Lender, the L/C Issuer or the Administrative Agent (the “Supplier”) to any other Finance Party Lender, the L/C Issuer or the Administrative Agent (the “Recipient”) under a Finance Loan Document, and any Party person other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the ), such person required to account to the relevant tax authority for the VAT) the Relevant Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the VATsuch VAT on production of a VAT invoice. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authorityVAT. 13.6.4 In relation (iv) Any reference in this Section 3.01(g) to any supply made by person shall, at any time when such person is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party the representative member of such group at such time (the term “representative member” to have the same meaning as in the U.K. Value Added Tax Xxx 0000 or such similar concept as may be provided under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supplysimilar legislation).

Value Added Tax. 13.6.1 (a) All amounts set out or expressed to be payable under a Finance any Loan Document by any Party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party under a Finance Loan Document and such Finance Party Lender is required to account to the relevant tax authority for the VAT, that Party must pay to that Finance Party 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 Finance Party shall Lender must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the Supplier“Payee”) to any other Finance Party Lender (the Recipient“Payor”) under a Finance Loan Document, and any Party other than the Recipient Payor (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier Payee (rather than being required to reimburse or indemnify the Recipient Payor in respect of that consideration): (ai) (where the Supplier Payee is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier Payee (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Payor must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Payor receives from the relevant Tax tax authority which the Recipient Payor reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient Payor is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the RecipientPayor, pay to the Recipient Payor an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Payor reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (d) In relation to any supply made by a Finance Party Lender to any Party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party must promptly provide such Finance Party Lender with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply. (e) Any reference in this 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 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 the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) (including, for the avoidance of doubt, in accordance with section 43 of the United Kingdom Value Added Tax Act 1994) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be).

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):, (aA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(asubsection (ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) ), the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only supply. The Recipient must (where this subsection (ii)(B) applies) promptly pay to the extent that the Recipient reasonably determines that it is not entitled Relevant Party an amount equal to a any credit or repayment the Recipient receives from the relevant tax authority in respect of which the Recipient reasonably determines relates to the VAT chargeable on that VATsupply. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expenseexpense in connection with such Loan Document, that Party shall reimburse the reimbursement or indemnify indemnity (as the case may be) such Finance Party shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority). 13.6.4 (iv) Any reference in this Section 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 Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party party must as promptly as reasonably practicable provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply. 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. 13.6.1 (a) All amounts set out or (including costs and expenses) expressed to be payable under a Finance Credit Document by any Credit Party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if that supply. If VAT is or becomes chargeable on any supply made by any Finance Party Lender, Issuing Bank or Agent to any Credit Party under a Finance Credit Document and such Finance Party Lender, Issuing Bank or Agent is required to account to the relevant tax authority for the VAT, that Credit Party must pay to that Finance Party such Lender, Issuing Bank or Agent, as the 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 Finance upon receipt by the Credit Party shall provide an appropriate of a valid VAT invoice to that Party as soon as reasonably practicable)invoice. 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party Lender, Issuing Bank or Agent (the “Supplier”) to any other Finance Party Lender, Issuing Bank or Agent (the “Recipient”) under a Finance Credit Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Credit Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person Person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person Person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Credit Document requires any Party party to reimburse or indemnify a Finance Party Lender, Issuing Bank or Agent for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party 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 Finance Party 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. 13.6.4 (d) Any reference in this Section 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 Value Added Tax Act 1994 of the United Kingdom). (e) In relation to any supply made by a Finance Party Lender, Issuing Bank or Agent to any Party party under a Finance Credit Document, if reasonably requested by such Finance PartyLender, Issuing Bank or Agent, that Party party must promptly provide such Finance Party the relevant Lender, Issuing Bank or Agent with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Partythe relevant Lender, Issuing Bank or Agent’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed to be payable under a Finance Loan Document by any Party party to a Finance Party any Lender which (in whole or in part) constitute the consideration for 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 suppliessupply, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(aclause (ii)(1) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 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 Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party party must promptly provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out or consideration expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for 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 VAT. Subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to that the 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 the Finance Party shall promptly provide an appropriate VAT invoice to that Party invoice), or, where applicable, directly account for such VAT at the appropriate rate under the reverse charge procedure provided for by Article 196 of Council Directive 2006/112/EC, as soon amended (as reasonably practicableimplemented by the relevant member state of the European Union). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under in connection with a Finance Document, and any Party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): ), (ai) (where if the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must also pay to the Supplier and, (ii) if the Recipient is required to account for the VAT 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 the such VAT. The Where paragraph (i) applies, the Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to is in respect of the VAT chargeable on that supply; and . Where paragraph (bii) (where applies, the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, only pay to the Recipient an amount equal to the amount of such VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall reimburse or also at the same time pay and indemnify (as the case may be) such 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 the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Clause 12.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT from purposes, include (where appropriate and unless the context otherwise requires) a reference to the 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 Tax authoritymember 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 member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). 13.6.4 In relation to (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document, Document and if reasonably requested by such the Finance Party, that Party must promptly provide such give the Finance Party with details of that Party’s its VAT registration number and such any other information as is reasonably requested in connection with such the 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. 13.6.1 (i) All amounts set out or expressed to be payable under a Finance Loan Document by any Party party to a Finance Party any Lender which (in whole or in part) constitute the consideration for 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 suppliessupply, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to such Finance Party shall provide an appropriate Lender issuing a valid VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(aclause (ii)(1) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 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 Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyXxxxxx, that Party party must promptly provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyXxxxxx’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender or the Administrative Agent (the “Supplier”) to any other Finance Party Lender or the Administrative Agent (the “Recipient”) under a Finance Loan Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (aA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aSection 2.16(k)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 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 Xxx 0000 or the corresponding meaning outside the United Kingdom). (v) In relation to any supply made by a Finance Party Lender or the Administrative Agent to any Party party under a Finance any Loan Document, if reasonably requested by such Finance PartyLender or Administrative Agent, that Party must party shall promptly provide such Finance Party Lender or Administrative Agent with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s or Administrative Agent’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out or consideration expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a any 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 13.6.2, if VAT. If VAT is or becomes chargeable on any supply made by any Finance Party to any Party under in connection with a Finance Document Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must shall pay to that the 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 Finance Party shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch Party). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any a Finance Party (the Supplier) to any other Finance Party (the Recipient) under in connection with a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):), then the following shall apply: (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the amount of such VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall reimburse or also at the same time pay and indemnify (as the case may be) such Finance Party for 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 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 in respect of such VAT from the relevant Tax authorityauthority of the VAT. 13.6.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed to be payable under a Finance Loan Document by any Party party to a Finance Party any Lender which (in whole or in part) constitute the consideration for 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 suppliessupply, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(aclause (ii)(1) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 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 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 the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union). (v) In relation to any supply made by a Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyXxxxxx, that Party party must promptly provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyXxxxxx’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed to be payable under a Finance Loan Document by any Loan Party to a Finance Party which (in whole any 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if value added tax. If VAT is or becomes chargeable on any supply made by any Finance Party Lender, the L/C Issuer or the Administrative Agent to any Loan Party under in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATLoan Document, that Loan Party must shall, subject to Section 3.01(g)(iii) below, pay to that Finance Party such Lender, the 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 Finance Party Lender, the L/C Issuer or the Administrative Agent shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch person). 13.6.2 (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 Finance Party Lender, the L/C Issuer or the Administrative Agent (the “Supplier”) to any other Finance Party Lender, the L/C Issuer or the Administrative Agent (the “Recipient”) under a Finance Loan Document, and any Party person other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the ), such person required to account to the relevant tax authority for the VAT) the Relevant Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the VATsuch VAT on production of a VAT invoice. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authorityVAT. 13.6.4 In relation (iv) Any reference in this Section 3.01(g) to any supply made by person shall, at any time when such person is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party the representative member of such group at such time (the term “representative member” to have the same meaning as in the U.K. Value Added Tax Axx 0000 or such similar concept as may be provided under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supplysimilar legislation).

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):), (aA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) ), the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT; the VAT. The Recipient must (where this Clause 13.6.2(asubsection (ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) ), the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only supply. The Recipient must (where this subsection (ii)(B) applies) promptly pay to the extent that the Recipient reasonably determines that it is not entitled Relevant Party an amount equal to a any credit or repayment from the relevant tax authority in respect of which the Recipient reasonably determines relates to the VAT chargeable on that VATsupply. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expenseexpense incurred in connection with such Loan Document, that Party shall reimburse the reimbursement or indemnify indemnity (as the case may be) such Finance Party shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 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 Dutch Value Added Tax Code). (v) In relation to any supply made by a Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party party must as promptly as reasonably practicable provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Document Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to that 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 Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableparty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party party to a Finance Document other than the Recipient (the Relevant Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (a) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party party to it to reimburse or indemnify a Finance Party for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (d) Any reference in this 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 Value Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party party under a Finance Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Party’s party's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out or consideration expressed to be payable under a Finance Loan Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for 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 VAT. Subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATLoan Document, that Party must shall pay to that the 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 Finance Party shall provide concurrently against the issue of an appropriate VAT invoice to that Party as soon as reasonably practicable)invoice. 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under in connection with a Finance Loan Document, and any Party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): ), (ai) (where if the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must also pay to the Supplier and, (at the same time as paying that amountii) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where if the Recipient is the person required to account to the relevant tax authority for the VAT) VAT the Relevant Subject Party must promptly, following demand from pay to the Recipient, (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. Where sub-clause (i) of this Section 3.05(b) applies, the Recipient must promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of the VAT chargeable on that supply. Where sub-clause (ii) of this Section 3.05(b) applies, the Subject Party must only pay to the Recipient an amount equal to the amount of such VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall reimburse or also at the same time pay and indemnify (as the case may be) such 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 the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Section 3.05 to any Party shall, at any time when such Party is treated as a member of a group including but not limited to any fiscal unities for VAT from purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994 or in the relevant Tax authoritylegislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). 13.6.4 In relation to (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document, Loan Document and if reasonably requested by such Finance Party, that Party must promptly provide such give the Finance Party with details of that Party’s its VAT registration number and such any other information as is reasonably requested in connection with such the 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. 13.6.1 (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2clause 12.9(b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Document Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to that 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 Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableparty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party party to a Finance Document other than the Recipient (the Relevant Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (a) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party party to it to reimburse or indemnify a Finance Party for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant Tax tax authority. 13.6.4 (d) Any reference in this clause 12.9 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 Value Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party party under a Finance Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 12.7.1 All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2clause 12.7.3 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Document Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to that 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 Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableparty). 13.6.2 12.7.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party party to a Finance Document other than the Recipient (the Relevant Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (a) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 12.7.3 Where a Finance Document requires any Party party to it to reimburse or indemnify a Finance Party for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant Tax tax authority. 13.6.4 12.7.4 Any reference in this clause 12.7 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 Value Added Tax Act 1994). 12.7.5 In relation to any supply made by a Finance Party to any Party party under a Finance Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out or expressed to be payable under a Finance Document this Agreement by any Party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party under a Finance Document this Agreement and such Finance Party Lender is required to account to the relevant tax authority for the VAT, that Party must pay to that Finance Party 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 Finance Party shall provide Lender promptly provides an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the Supplier) to any other Finance Party Lender (the Recipient) under a Finance Documentthis Agreement, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document this Agreement to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document this Agreement requires any Party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (d) In relation to any supply made by a Finance Party Lender to any Party under a Finance Documentthis Agreement, if reasonably requested by such Finance PartyLender, that Party must promptly provide such Finance Party Lender with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s Xxxxxx's VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Document, Loan and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that such VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation (iv) Any reference in this Section 2.19A(g) to any supply made by party shall, at any time when such party is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party under a Finance Document, if reasonably requested by the representative member of such Finance Party, that Party must promptly provide group at such Finance Party with details of that Party’s VAT registration and such other information time (the term “representative member” to have the same meaning as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supplythe United Kingdom Value Added Tax Act 1994).

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Loan Document and such Finance Party Lender is required to account to the relevant tax authority for the VAT, that Party must party shall pay to that Finance Party the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where ), the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to is in respect of the VAT chargeable on that supply; and. (biii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation (iv) Any reference in this Section 2.22(h) to any supply made by party shall, at any time when such party is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party under 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) Except as otherwise expressly provided in Section 2.22(h), a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested reference to “determines” or “determined” in connection with such Finance Party’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. 13.6.1 (a) All amounts set out or expressed in a Credit Document to be payable under by a Finance Document by Foreign Borrower to any Party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2subparagraph (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Credit Document and such Finance Party Foreign Borrower is required to account to the relevant tax authority for the VAT, that Party must such Foreign Borrower shall pay to that Finance Party 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 Finance Party shall provide Lender has provided an appropriate VAT invoice to that Party as soon as reasonably practicablesuch Foreign Borrower). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Credit Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Credit Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): ), (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Credit Document requires any Party a Lender or Foreign Borrower to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party such party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation (d) Any reference in this Section 15 to any supply made by party shall, at any time when such party is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party under a Finance Document, if reasonably requested by the representative member of such Finance Party, that Party must promptly provide group at such Finance Party with details of that Party’s VAT registration and such other information time (the term “representative member” to have the same meaning as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supplythe United Kingdom Value Added Tax Act 1994).

Value Added Tax. 13.6.1 (i) All amounts set out out, or expressed to be payable under a Finance Credit Document by any Party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to Clause 13.6.2paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender, Issuing Lender or Agent to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATCredit Document, that Party must shall pay to that Finance Party 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 Finance Party Lender, Issuing Lender or Agent shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch Party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender, Issuing Lender or Agent (the “Supplier”) to any other Finance Party Lender, Issuing Lender or Agent (the Recipient“Receiver”) under a Finance Credit Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Credit Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Receiver in respect of that consideration): (aA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(aparagraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient it reasonably determines relates to the VAT chargeable on that supply; and (bB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Credit Document requires any Party to reimburse a Lender, Issuing Lender or indemnify a Finance Party Agent for any costs or expenseexpenses, that Party shall also at the same time reimburse or indemnify (as the case may be) such Finance Party 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 Finance Party 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 authorityVAT. 13.6.4 (iv) Any reference in this Section 5.05(f) 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 Value Added Tax Act 1994). (v) In relation to any supply made by a Finance Party Lender, Issuing Lender or Agent to any Party under a Finance Credit Document, if reasonably requested by such Finance PartyLender, Issuing Lender or Agent, that Party must promptly provide such Finance Party Lender, Issuing Lender or Agent with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender, Issuing Lender or Agent’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out or consideration expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for 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 no Party shall exercise any potential option for waiving a VAT exemption. Subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to that the 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 63140965_9 is caused by the Finance Party’s option to waive a VAT exemption, and such Finance Party shall provide in either case concurrently against the issue of an appropriate VAT invoice to that Party as soon as reasonably practicable)invoice. 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under in connection with a Finance Document, and any Party other than the Recipient (the Relevant Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): ), (ai) (where if the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must also pay to the Supplier and, (ii) if the Recipient is required to account for the VAT 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 the such VAT. The Where paragraph (i) applies, the Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to is in respect of the VAT chargeable on that supply; and . Where paragraph (bii) (where applies, the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, only pay to the Recipient an amount equal to the amount of such VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall reimburse or also at the same time pay and indemnify (as the case may be) such Finance Party for 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 the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Clause 16.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT from purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 or in the relevant Tax authoritylegislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). 13.6.4 In relation to (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document, Document and if reasonably requested by such the Finance Party, that Party must promptly provide such give the Finance Party with details of that Party’s its VAT registration number and such any other information as is reasonably requested in connection with such the 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. 13.6.1 (a) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2subsection (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Loan Document and such Finance Party provided that the supply is required to account not subject to the relevant tax authority for the VATreverse charge mechanism, that Party must party shall pay to that Finance Party the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to such Finance Party shall provide Lender promptly providing an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must ), such party shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of such VAT, unless the VATsupply is subject to the reverse charge mechanism. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that such VAT. 13.6.3 (c) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation (d) Any reference in this Section 16C.6 to any supply made by party shall, at any time when such Party is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party under a Finance Document, if reasonably requested by the representative member of such Finance Party, that Party must promptly provide group at such Finance Party with details of that Party’s time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Xxx 0000 or its equivalent in the Dutch VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supplyAct 1968).

Value Added Tax. 13.6.1 (a) All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for 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 13.6.2clause 12.6(b), if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to that 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 Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aclause 12.6(b)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to that 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 Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (d) Any reference in this clause 15.7 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 Value Added Tax Xxx 0000 or in any equivalent legislation of another jurisdiction). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for 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 suppliessupply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must shall pay to that such 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 Finance Party shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch Party). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (d) Any reference in this Clause 14.6 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 person who is treated as making the supply, or (as appropriate) receiving the supply, under grouping rules as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by a member state of the European Union). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2Section 16.2(h)(ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; andis in respect of such VAT. (b2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 16.2(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 Finance Party Lender or the Agent to any Party party under a Finance any Loan Document, if reasonably requested by such Finance PartyLender or Agent, that Party must party shall promptly provide such Finance Party Lender or Agent with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s or Agent’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is or becomes chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such that Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to 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 that Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall also at the same time reimburse or indemnify (as the case may be) such Finance Party for 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 Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Clause 12.7 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 from purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in the Value Added Tax Xxx 0000, Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant Tax authoritymember state of the European Union) or any other similar provision in any jurisdiction other than the United Kingdom or a member state of the European Union) 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). 13.6.4 In relation to (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document, Document and if reasonably requested by such the Finance Party, that Party must promptly provide such give that Finance Party with details of that Party’s its VAT registration number and such any other information as is reasonably requested in connection with such that Finance Party’s VAT 's reporting requirements in relation to such for the supply.

Value Added Tax. 13.6.1 12.7.1 All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2clause 12.7.3 below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Document Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to that 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 Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableparty). 13.6.2 12.7.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party party to a Finance Document other than the Recipient (the Relevant Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 12.7.3 Where a Finance Document requires any Party party to it to reimburse or indemnify a Finance Party for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant Tax tax authority. 13.6.4 12.7.4 Any reference in this clause 12.7 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 Value Added Tax Act 1994). 12.7.5 In relation to any supply made by a Finance Party to any Party party under a Finance Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Loan Document and such Finance Party Lender is required to account to the relevant tax authority for the VAT, that Party must party shall pay to that Finance Party the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where ), the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to is in respect of the VAT chargeable on that supply; and. (biii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation (iv) Any reference in this Section 2.23(g) to any supply made 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 mean the group member notified by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party the Revenue Commissioners in accordance with details section 15(1)(a) of the Value-Added Tax Consolidation Xxx 0000 of Ireland as being the member responsible for complying with the provisions of that Party’s VAT registration and such other information Act in respect of the group). (v) Except as is reasonably requested otherwise expressly provided in Section 2.23(g), a reference to “determines” or “determined” in connection with such Finance Party’s VAT reporting requirements tax provisions contained in relation to such supplySection 2.23(g) means a determination made in the absolute discretion of the person making the determination.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that such VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation (iv) Any reference in this Section 1.04(h) to any supply made by party shall, at any time when such party is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party under 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) Except as otherwise expressly provided in Section 1.04(h), a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested reference to “determines” or “determined” in connection with such Finance Party’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. 13.6.1 (a) All amounts set out or consideration expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for 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 no Party shall exercise any potential option for waiving a VAT exemption. Subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to that the 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 Finance Party shall provide in either case concurrently against the issue of an appropriate VAT invoice to that Party as soon as reasonably practicable)invoice. 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under in connection with a Finance Document, and any Party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): ), (ai) (where if the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must also pay to the Supplier and, (ii) if the Recipient is required to account for the VAT 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 the such VAT. The Where paragraph (i) applies, the Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to is in respect of the VAT chargeable on that supply; and . Where paragraph (bii) (where applies, the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, only pay to the Recipient an amount equal to the amount of such VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall reimburse or also at the same time pay and indemnify (as the case may be) such Finance Party for 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 the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Clause 16.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT from purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 or in the relevant Tax authoritylegislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). 13.6.4 In relation to (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document, Document and if reasonably requested by such the Finance Party, that Party must promptly provide such give the Finance Party with details of that Party’s its VAT registration number and such any other information as is reasonably requested in connection with such the 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. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to provision by such Finance Party shall provide an appropriate Lender of a valid VAT invoice to that Party as soon as reasonably practicableinvoice). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “VAT Supplier”) to any other Finance Party Lender (the “VAT Recipient”) under a Finance Loan Document, and any Party party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the 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 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 Clause 13.6.2(asubsection (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 (bB) (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 but only supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the extent that the Recipient reasonably determines that it is not entitled VAT Relevant Party an amount equal to a any credit or repayment the VAT Recipient receives from the relevant tax authority in respect of which the VAT Recipient reasonably determines relates to the VAT chargeable on that VATsupply. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expenseexpense in connection with such Loan Document, that Party shall reimburse the reimbursement or indemnify indemnity (as the case may be) such Finance Party shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority) provided that (i) 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 and (ii) that such Lender is placed, after reimbursement or indemnification and after such payment or reimbursements of VAT, in the same positions it was in before the need to reimburse or indemnify that Lender arose. 13.6.4 (iv) Any reference in this Section 5.8.8 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 Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party party must as promptly as reasonably practicable provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply. Except as otherwise expressly provided in this Section 5.8.8, a reference to “determines” or “determined” in connection with Tax provisions contained in Section 5.8.8 means a determination made in the absolute discretion of the person making the determination, acting reasonably and in good faith.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):), (aA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) ), the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT; the VAT. The Recipient must (where this Clause 13.6.2(asubsection (ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) ), the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only supply. The Recipient must (where this subsection (ii)(B) applies) promptly pay to the extent that the Recipient reasonably determines that it is not entitled Relevant Party an amount equal to a any credit or repayment from the relevant tax authority in respect of which the Recipient reasonably determines relates to the VAT chargeable on that VATsupply. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expenseexpense incurred in connection with such Loan Document, that Party shall reimburse the reimbursement or indemnify indemnity (as the case may be) such Finance Party shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 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 Dutch Value Added Tax Code). (v) In relation to any supply made by a Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party party must as promptly as reasonably practicable provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply. (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.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed to be payable under a Finance Loan Document by any Party party to a Finance Party any Lender which (in whole or in part) constitute the consideration for 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 suppliessupply, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(aclause (ii)(1) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 5.12(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 Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party party must promptly provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed to be payable under a Finance Loan Document by any Party party to a Finance Party any Lender which (in whole or in part) constitute the consideration for 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 suppliessupply, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(aclause (ii)(1) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 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 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 the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union). (v) In relation to any supply made by a Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party party must promptly provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for 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 supplieseach supply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account for the VAT to the relevant tax authority for the VAT, Tax Authority that Party must shall pay to that the 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 Finance Party shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch Party). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall reimburse or indemnify (as the case may be) such Finance Party for in respect of the full amount of such cost costs or expenseexpenses, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of such VAT. (d) Any reference in this Clause 14.7 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 from purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant Tax authoritymember 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 that group or unity (or fiscal unity) at the relevant time (as the case may be). 13.6.4 (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (a) All amounts set out or expressed to be payable under a Finance an Interim Document by any Party to a an Interim 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 amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and and, accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Interim Finance Party to any Party under a Finance an Interim Document and such Interim Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to that such Interim 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 Interim Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Interim Finance Party (the "Supplier") to any other Interim Finance Party (the "Recipient") under a Finance an Interim Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Interim Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance an Interim Document requires any Party to reimburse or indemnify a an Interim Finance Party for any costs or expenseexpenses, that Party shall reimburse or indemnify (as the case may be) such Interim Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Interim Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (d) Any reference in this Clause 12.7 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 (provided for in Section 43 of the Value Added Tax Act 1994, Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction other than the United Kingdom or a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (e) In relation to any supply made by a an Interim Finance Party to any Party under a Finance an Interim Document, if reasonably requested by such Interim Finance Party, that Party must promptly provide such Interim Finance Party with (if applicable) details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Interim Finance Party’s 's VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any such supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to provision by such Finance Party shall provide an appropriate Lender of a valid VAT invoice to that Party as soon as reasonably practicableinvoice). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Dutch VAT Recipient”) under a Finance Loan Document, and any Party party other than the Dutch VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Dutch VAT Recipient in respect of that consideration):), (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) ), the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT; the VAT. The Dutch VAT Recipient must (where this Clause 13.6.2(asubsection (ii)(A) applies) promptly pay to the 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 authority for the VAT) ), the 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 but only supply. The Dutch VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the extent that the Recipient reasonably determines that it is not entitled Relevant Party an amount equal to a any credit or repayment the Dutch VAT Recipient receives from the relevant tax authority in respect of which the Dutch VAT Recipient reasonably determines relates to the VAT chargeable on that VATsupply. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expenseexpense incurred in connection with such Loan Document, that Party shall reimburse the reimbursement or indemnify indemnity (as the case may be) such Finance Party shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax 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. 13.6.4 (iv) Any reference in this Section 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. (v) In relation to any supply made by a Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyXxxxxx, that Party party must as promptly as reasonably practicable provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyXxxxxx’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. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that such VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation (iv) Any reference in this Section 5.12(hi) to any supply made by party shall, at any time when such party is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party under 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) Except as otherwise expressly provided in Section 5.12(hi), a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested reference to “determines” or “determined” in connection with such Finance Party’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. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “VAT Supplier”) to any other Finance Party Lender (the “VAT Recipient”) under a Finance Loan Document, and any Party party other than the VAT Recipient (the “VAT Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the 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 Clause 13.6.2(asubsection (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 (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 but only supply. The VAT Recipient must (where this subsection (ii)(B) applies) promptly pay to the extent that 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 it is not entitled to a credit or repayment from the relevant tax authority in respect of that VATsupply. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expenseexpense in connection with such Loan Document, that Party shall reimburse the reimbursement or indemnify indemnity (as the case may be) such Finance Party shall be for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority). 13.6.4 (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 Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party party must as promptly as reasonably practicable provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s VAT reporting requirements in relation to such supply. Except as otherwise expressly provided in this Section 5.8.4, a reference to “determines” or “determined” in connection with Tax provisions contained in Section 5.8.4 means a determination made in the absolute discretion of the person making the determination, acting reasonably.

Value Added Tax. 13.6.1 14.6.1 All amounts set out or expressed to be payable under a Finance Document this Agreement by any Party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party under a Finance Document this Agreement and such Finance Party Lender is required to account to the relevant tax authority for the VAT, that Party must pay to that Finance Party 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 Finance Party shall provide Lender promptly provides an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 14.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the Supplier) to any other Finance Party Lender (the Recipient) under a Finance Documentthis Agreement, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document this Agreement to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 14.6.3 Where a Finance Document this Agreement requires any Party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 14.6.4 Any reference in this Clause 14.6 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 Value Added Tax Act 1994) . 14.6.5 In relation to any supply made by a Finance Party Lender to any Party under a Finance Documentthis Agreement, if reasonably requested by such Finance PartyLender, that Party must promptly provide such Finance Party Lender with details of that Party’s 's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s Lender's VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed to be payable under a Finance Loan Document by any Party party to a Finance Party any Lender which (in whole or in part) constitute the consideration for 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 suppliessupply, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and subject to such Finance Party shall provide an appropriate Lender issuing a valid VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): ): (a1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(aclause (ii)(1) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and and (b2) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save 92 to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 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 Finance Party Lender to any Party party under a Finance Loan Document, if reasonably requested by such Finance PartyXxxxxx, that Party party must promptly provide such Finance Party Lender with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyXxxxxx’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “Recipient”) under a Finance Loan Document, and any Party party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that such VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation (iv) Any reference in this Section 16.2(f) to any supply made by party shall, at any time when such party is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party under 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). Except as otherwise expressly provided in Section 16.2, a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested reference to “determines” or “determined” in connection with such Finance Party’s VAT reporting requirements tax provisions contained in relation to such supplySection 16.2 means a determination made in the absolute discretion of the person making the determination.

Value Added Tax. 13.6.1 (a) All amounts set out or consideration expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for 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 no Party shall exercise any potential option for waiving a VAT exemption. Subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to that the 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 Finance Party shall provide in either case concurrently against the issue of an appropriate VAT invoice to that Party as soon as reasonably practicable)invoice. 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under in connection with a Finance Document, and any Party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):), (i) if the (ai) (where applies, the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to is in respect of the VAT chargeable on that supply; and . Where paragraph (bii) (where applies, the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, only pay to the Recipient an amount equal to the amount of such VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall reimburse or also at the same time pay and indemnify (as the case may be) such 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 the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Clause 15.6 to any Party shall, at any time when such Party is treated as a member of a group including but not limited to any fiscal unities for VAT from purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 or in the relevant Tax authoritylegislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). 13.6.4 In relation to (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document, Document and if reasonably requested by such Finance Party, that Party must promptly provide such give the Finance Party with details of that Party’s its VAT registration number and such any other information as is reasonably requested in connection with such the 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. 13.6.1 (a) All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must shall pay to that 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 Finance Party shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the Relevant "Subject Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT., 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (d) Any reference in this Clause 14.6 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 Value Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender or the Administrative Agent (the "Supplier") to any other Finance Party Lender or the Administrative Agent (the "Recipient") under a Finance Loan Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (aA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aSection 2.16(k)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) Any reference in this Section 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 Xxx 0000 or the corresponding meaning outside the United Kingdom). (v) In relation to any supply made by a Finance Party Lender or the Administrative Agent to any Party party under a Finance any Loan Document, if reasonably requested by such Finance PartyLender or Administrative Agent, that Party must party shall promptly provide such Finance Party Lender or Administrative Agent with details of that Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyLender’s or Administrative Agent’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed to be payable under a Finance any Loan Document by any Party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party under a Finance Loan Document and such Finance Party Lender is required to account to the relevant tax authority for the VAT, that Party must pay to that Finance Party 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 Finance Party shall Lender must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the Supplier“Payee”) to any other Finance Party Lender (the Recipient“Payor”) under a Finance Loan Document, and any Party other than the Recipient Payor (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier Payee (rather than being required to reimburse or indemnify the Recipient Payor in respect of that consideration): (a) (1. ( where the Supplier Payee is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier Payee (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient Payor must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient Payor receives from the relevant Tax tax authority which the Recipient Payor reasonably determines relates to the VAT chargeable on that supply; and (b) (2. ( where the Recipient Payor is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the RecipientPayor, pay to the Recipient Payor an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient Payor reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT.. 4810-9912-0636 v.15 13.6.3 (iii) Where a Finance Loan Document requires any Party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (iv) In relation to any supply made by a Finance Party Lender to any Party under a Finance Loan Document, if reasonably requested by such Finance PartyLender, that Party must promptly provide such Finance Party Lender with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance PartyXxxxxx’s VAT reporting requirements in relation to such supply. (v) Any reference in this Section 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 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 the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) (including, for the avoidance of doubt, in accordance with section 43 of the UK Value Added Tax Act 1994) so that a reference to a Party 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).

Value Added Tax. 13.6.1 (a) All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must shall pay to that 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 Finance Party shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 (d) Any reference in this Clause 13.6 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 Value Added Tax Act 1994). (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed in a Loan Document to be payable under a Finance Document by any Party party to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2clause (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender to any Party party under a Finance Document and such Finance Party is required to account Loan Document, that party shall pay to the relevant tax authority for the VAT, that Party must pay to that Finance Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party Lender shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender (the “Supplier”) to any other Finance Party Lender (the “VAT Recipient”) under a Finance Loan Document, and any Party party other than the VAT Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The VAT Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates to obtained by the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority which the VAT Recipient reasonably determines is in respect of that such VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party Lender for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation (iv) Any reference in this Section 1.04(h) to any supply made by party shall, at any time when such party is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party under 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) Except as otherwise expressly provided in Section 1.04(h), a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested reference to “determines” or “determined” in connection with such Finance Party’s VAT reporting requirements tax provisions contained in relation to such supplySection 1.04(h) means a determination made in the absolute discretion of the person making the determination acting in good faith.

Value Added Tax. 13.6.1 (a) All amounts set out or consideration expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for 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 no Party shall exercise any potential option for waiving a VAT exemption. Subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under in connection with a Finance Document and such Finance Party is required to account to the relevant tax authority for the VATDocument, that Party must shall pay to that the 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 Finance Party shall provide in either case concurrently against the issue of an appropriate VAT invoice to that Party as soon as reasonably practicable)invoice. 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under in connection with a Finance Document, and any Party other than the Recipient (the Relevant “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): ), (ai) (where if the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must also pay to the Supplier and, (at the same time as paying that amountii) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where if the Recipient is the person required to account to the relevant tax authority for the VAT) VAT the Relevant Subject Party must promptly, following demand from pay to the Recipient, (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. Where paragraph (i) applies, the Recipient must promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of the VAT chargeable on that supply. Where paragraph (ii) applies, the Subject Party must only pay to the Recipient an amount equal to the amount of such VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall reimburse or also at the same time pay and indemnify (as the case may be) such 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 the Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Clause 19.6 to any Party shall, at any time when such Party is treated as a member of a group including but not limited to any fiscal unities for VAT from purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 or in the relevant Tax authoritylegislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). 13.6.4 In relation to (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Finance Document, Document and if reasonably requested by such Finance Party, that Party must promptly provide such give the Finance Party with details of that Party’s its VAT registration number and such any other information as is reasonably requested in connection with such the 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. 13.6.1 (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2clause 12.7(b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Document Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to that 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 Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableparty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party party to a Finance Document other than the Recipient (the Relevant Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (a) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT UK-#395507908-v8 chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party party to it to reimburse or indemnify a Finance Party for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant Tax tax authority. 13.6.4 (d) Any reference in this 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 any member of such group at such time. (e) In relation to any supply made by a Finance Party to any Party party under a Finance Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Party’s party's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out out, or expressed to be payable under a Finance Loan Document by any Party party to this Agreement to a Finance Party 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 amounts in respect of VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to Clause 13.6.2subparagraph (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party Lender, Agent or Issuing Bank to any Party party to this Agreement under a Finance Loan Document and such Finance Party that Lender, Agent or Issuing Bank is required to account for the VAT that party shall pay to the relevant tax authority for the VATLender, that Party must pay to that Finance Party 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 Finance Party Lender, Agent or Issuing Bank shall promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicablesuch party to this Agreement). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party Lender, Agent or Issuing Bank (the “Supplier”) to any other Finance Party Lender, Agent or Issuing Bank (the Recipient”) under a Finance Loan Document, and any Party other than the Recipient party to this Agreement (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where ), if the 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 Supplier Recipient (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Recipient must (where this Clause 13.6.2(a) applies) will promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient it reasonably determines relates to the VAT chargeable on that supply; and. (biii) (where Where a Loan Document requires any party to this Agreement to reimburse a Lender, Agent or Issuing Bank for any costs or expenses, that party shall also at the Recipient is same time pay and indemnify the person required to account to Lender, Agent or Issuing Bank against all VAT incurred by the relevant tax authority for the VAT) the Relevant Party must promptlyLender, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only Agent or Issuing Bank in respect of costs or expenses to the extent that the Recipient Lender, Agent or Issuing Bank reasonably determines that neither it nor any other member of any group of which it is not a member for VAT purposes is entitled to a credit or repayment from the relevant tax authority in respect of that the VAT. 13.6.3 Where (iv) Any reference in this paragraph (m) to a Finance Document requires party to this Agreement shall, at any Party time when such party to reimburse or indemnify this Agreement is treated as a Finance Party member of a group for any costs or expenseVAT purposes, that Party shall reimburse or indemnify include (as where appropriate and unless the case may becontext otherwise requires) such Finance Party for a reference to the full amount representative member of such cost or expense, including group at such part thereof time (the term “representative member” to have the same meaning as represents VAT, save to in the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant U.K. Value Added Tax authorityXxx 0000. 13.6.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (i) All amounts set out or expressed to be payable under a Finance 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 to under any Loan Document (each, a “Finance Party 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 amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Loan Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to that 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 Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableparty). 13.6.2 (ii) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “VAT Recipient”) under a Finance Loan Document, and any Party party other than the VAT Recipient (the “Relevant Party”) is required by the terms of any Finance Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the VAT Recipient in respect of that consideration): (aA) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The VAT Recipient must (where this Clause 13.6.2(aparagraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the VAT Recipient receives from the relevant Tax tax authority which the 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 authority for the VAT) the Relevant Party must promptly, following demand from the VAT Recipient, pay to the VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the VAT Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (iii) Where a Finance Loan Document requires any Party party to reimburse or indemnify a Finance Party for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax tax authority. 13.6.4 In relation (iv) Any reference in this Section 3.01(j) to any supply made by party shall, at any time when such Party is treated as a Finance Party member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any Party under a Finance Document, if reasonably requested by the representative member of such Finance Party, that Party must promptly provide group at such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supplytime.

Value Added Tax. 13.6.1 (a) All amounts set out or expressed in a Finance Document to be payable under a Finance Document by any Party party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2clause 12.7(b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party party under a Finance Document Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that Party party must pay to that 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 Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableparty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party party to a Finance Document other than the Recipient (the Relevant Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):): 75 UK-#396550026-v7 (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(aparagraph (a) applies) promptly pay to the Relevant Subject Party 76 UK-#396550026-v7 an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (a) Where a Finance Document requires any Party party to it to reimburse or indemnify a Finance Party for any costs cost or expense, that Party party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment of in respect of such VAT from the relevant Tax tax authority. 13.6.4 (b) Any reference in this 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 any member of such group at such time. (c) In relation to any supply made by a Finance Party to any Party party under a Finance Document, if reasonably requested by such Finance Party, that Party party must promptly provide such Finance Party with details of that Party’s party's VAT registration and such other information as is reasonably requested in connection with such Finance Party’s 's VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 All amounts set out (a) If the Lessor makes any supply for Value Added Tax purposes pursuant to or expressed in 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 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 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 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. (b) Save where expressly provided to the contrary, all payments made under a Finance Document by this Agreement and the other Lease Documents are calculated without regard to Value Added Tax. If any Party to a Finance Party which (in 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if VAT is or becomes chargeable on any supply made increased by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to 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 Finance Party Value Added Tax which is chargeable in respect of the taxable supply in question PROVIDED THAT the Lessor shall provide an appropriate VAT invoice to that Party as soon as reasonably practicable). 13.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document not be liable to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same Value Added Tax until such time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptlyas, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only and to the extent that it receives a credit for such VAT as "input tax", as defined in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA, in which case such payment shall be made as soon as practicable after the Recipient reasonably credit is received. (c) If any amount of Value Added Tax paid 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 it is not entitled such Irrecoverable VAT subsequently proves to a credit or repayment from be recoverable, the relevant tax authority in respect of that VAT. 13.6.3 Where a Finance Document requires any Party Lessor shall pay to reimburse or indemnify a Finance Party for any costs or expensethe Lessee such amount, that Party shall reimburse or indemnify (if any, as the case may be) such Finance Party for Lessor in its absolute discretion shall determine will leave the full amount of such cost or expense, including such part thereof as represents VAT, save 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 extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authorityLessor under this Clause 25.4(c). 13.6.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 All amounts set out (a) If the Lessor makes any supply for Value Added Tax purposes pursuant to or expressed in connection with this Agreement or any of the other Relevant 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 26.4(b) below) at such time as the Lessor certifies to the Lessee that any amount of VAT payable in respect of that supply has not been paid to the Lessor and having duly accounted for such VAT to 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 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 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. (b) Save where expressly provided to the contrary, all payments made under a Finance Document by this Agreement and the other Relevant Lease Documents are calculated without regard to Value Added Tax. If any Party to a Finance Party which (in 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 amounts in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if VAT is or becomes chargeable on any supply made increased by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to 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 Finance Party Value Added Tax which is chargeable in respect of the taxable supply in question PROVIDED THAT the Lessor shall provide an appropriate VAT invoice to that Party as soon as reasonably practicable). 13.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document not be liable to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same Value Added Tax until such time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptlyas, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only and to the extent that it receives a credit for such VAT as "INPUT TAX", as defined in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA, in which case such payment shall be made as soon as practicable after the Recipient reasonably credit is received. (c) If any amount or Value Added Tax paid by the Lessor pursuant to this Agreement or any of the Relevant 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 it is not entitled such Irrecoverable VAT subsequently proves to a credit or repayment from be recoverable, the relevant tax authority in respect of that VAT. 13.6.3 Where a Finance Document requires any Party Lessor shall pay to reimburse or indemnify a Finance Party for any costs or expensethe Lessee such amount, that Party shall reimburse or indemnify (if any, as the case may be) such Finance Party for Lessor in its absolute discretion shall determine will leave the full amount of such cost or expense, including such part thereof as represents VAT, save 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 extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authorityLessor under this Clause 26.4(c). 13.6.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 (1) All amounts set out or expressed stated to be payable under a Finance Document by any Party or pursuant to 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 this agreement are exclusive of VAT (if any). If any amounts VAT is chargeable in respect of VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to 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 Finance Party shall provide an appropriate VAT invoice to that Party as soon as reasonably practicable). 13.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party one party (the "Supplier") to any other Finance Party another party (the "Recipient") under a Finance Documentor pursuant to this agreement, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (a) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also shall pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Party an amount equal that VAT in addition to any credit or repayment other consideration within two working days after the Recipient receives from issue by the relevant Tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (b) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay Supplier to the Recipient an amount equal of a proper VAT invoice provided that nothing in this subclause (1) 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 chargeable is payable on that supply but only 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 extent that Seller of the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect amount of that VAT. 13.6.3 Where a Finance Document requires any Party VAT in addition to reimburse or the price (and indemnify a Finance Party it for any costs fines, penalties or expenseinterest imposed by Customs arising out of the treatment by the Seller and the Purchaser, that Party shall reimburse or indemnify 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 Finance Party 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 in respect of it together with a copy of the ruling from Customs. (4) Without limiting subclause (3) above, VAT 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 the Nominated Purchaser (as the case may be) is 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 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 of the Properties in respect of 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. (8) 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 (7): (a) elect to waive exemption from VAT with effect from a date no later than Completion; and (b) deliver to Customs before Completion proper written notifications of such elections; (c) deliver to the Seller on Completion copies of the written notification of such elections; (d) deliver to the Seller copies of any acknowledgements from Customs of such elections immediately following receipt by the Purchaser. (9) 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 request to Customs for those records to be preserved by the Seller rather than the Purchaser or the Nominated Purchaser as the case may be; (c) the Purchaser or the 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 Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT received from the relevant Tax authorityCustoms. 13.6.4 In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.

Value Added Tax. 13.6.1 All amounts set out (1) If any VAT is chargeable on any supply made to the Tenant under the terms of this Lease, the Tenant shall pay by way of additional consideration the amount of that VAT and the Landlord shall provide a valid VAT invoice in relation to such VAT to the Tenant. (2) Without limiting sub-clause (1) above, each sum reserved or expressed payable by the Tenant under the terms of this Lease is exclusive of VAT (if any) and is accordingly to be payable under construed as a Finance Document by reference to that sum plus any Party to 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 suppliesit, and accordinglywhere any sum is reserved as rent, subject to Clause 13.6.2, if the VAT is or becomes also reserved as rent. (3) If VAT is chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account the Landlord to the relevant tax authority Tenant for the VAT, that Party must pay to 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 Finance Party shall provide an appropriate VAT invoice to that Party as soon as reasonably practicable). 13.6.2 If VAT which a sum is not reserved or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) payable under a Finance Document, and any Party other than the Recipient (the Relevant Party) is required by the terms of any Finance Document this Lease, the Tenant shall pay that VAT to the Landlord against issue of a VAT invoice five Business Days before the Landlord has to pay an amount equal the VAT to Customs. (4) Where under the consideration for that supply to terms of this Lease the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):Tenant is obliged: (a) (where the Supplier is the person required to account make any payment to the relevant tax authority for the VATLandlord or any other person (including, without limitation, by way of service charge, indemnity or reimbursement) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(a) applies) promptly pay to the Relevant Party an amount equal by reference to any credit amount incurred or repayment which will or may be incurred by the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supplyLandlord or any other person; andor (b) (where otherwise to pay all or part of the Recipient is the person required to account consideration for any supply made to the relevant tax authority for Landlord or any other person, then without prejudice to sub-clauses (1) to (3) above, the VAT) the Relevant Party must promptly, following demand from the Recipient, Tenant shall not be obliged to pay to the Recipient an any amount equal to the in respect of VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not recoverable by the Landlord or any other person as appropriate. (5) For the purposes of sub-clause (3) above, VAT is recoverable by a person, if that person (or any company treated as a member of the same VAT Group as that person) is entitled to credit for it as input tax under sections 25 and 26 VATA 1994. For the avoidance of doubt, VAT is not recoverable by a credit person only because he could elect to waive exemption, but has not done so. (6) Where for the purposes of this Lease it is necessary to calculate or repayment from estimate the relevant tax authority cost or value of anything, including any building, structure, work, item, act or service, the cost or value shall be calculated or estimated so as to include any VAT which will or may be incurred in addition. (7) This clause shall not affect the generality of clause 6(3) (Outgoings). (8) Where the Tenant pays to the Landlord VAT in respect of any supply by the Landlord to the Tenant, the Landlord shall issue the Tenant with a proper VAT invoice in respect of that VAT. 13.6.3 Where a Finance Document requires any Party (9) If the Landlord wishes to reimburse or indemnify a Finance Party for any costs or expense, that Party shall reimburse or indemnify (as make an election to waive the case may 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 Finance Party reasonably determines that it is entitled to credit or repayment exemption in respect of such VAT from the relevant Tax authorityProperty under paragraph 2 of Schedule 10, VATA 1994, the Landlord shall notify the Tenant, no less than 20 Business Days before the election is to take effect, of the election and the date on which it is intended to take effect. 13.6.4 In relation (10) If for any reason the election referred to in sub-clause (9) above is validly revoked within three months after coming into effect, the Landlord shall repay to the Tenant any supply made VAT paid by a Finance Party to any Party under a Finance Documentthe Tenant, if reasonably requested five Business Days after receipt by such Finance Party, that Party must promptly provide such Finance Party with details the Landlord from Customs of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supplyacknowledgement of the revocation.

Value Added Tax. 13.6.1 (a) All amounts set out out, or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any amounts in respect of VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to Clause 13.6.2paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to that 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 Finance Party shall must promptly provide an appropriate VAT invoice to that Party as soon as reasonably practicableParty). 13.6.2 (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this Clause 13.6.2(asub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant Tax tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and. (bii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to a credit or repayment from the relevant tax authority in respect of that VAT. 13.6.3 (c) Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenseexpenses, that Party shall must also at the same time reimburse or indemnify (as the case may be) such the Finance Party for against all VAT incurred by the full amount Finance Party in respect of such cost costs or expense, including such part thereof as represents VAT, save expenses but only to the extent that such the Finance Party reasonably (reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of such the VAT. (d) Any reference in this Clause 13.8 (Value added tax) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT from purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant Tax authoritymember state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). 13.6.4 (e) In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.