Common use of Value Added Tax Clause in Contracts

Value Added Tax. (i) All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan Party to a Lender or Administrative Agent shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), an amount equal to the amount of the VAT. (ii) Where a Loan Document requires any Loan Party to reimburse a Lender or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, against all VAT incurred by the Lender or the Administrative Agent, as the case may be, in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, is not entitled to credit or repayment of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (i) All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan Party to a Lender or Administrative Agent Recipient shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay to the Lender or Administrative Agent applicable Recipient or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), an amount equal to the amount of the VATVAT and the applicable Recipient shall promptly provide an invoice complying with the applicable VAT invoicing regulations to the relevant Loan Party. (ii) Where a Loan Document requires any Loan Party to reimburse a Lender or Administrative Agent Recipient for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, applicable Recipient against all VAT incurred by the Lender or the Administrative Agent, as the case may besuch Recipient, in respect of the costs or expenses to the extent that neither such Recipient nor any other member of any group of which the Lender or the Administrative Agent, as the case may be, Recipient is not a member for VAT purposes is entitled to credit or repayment of or in respect of the VAT. (iii) If Without duplication for Section 2.14(a), if any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (iA) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g2.14(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (iiB) such Loan Party shall make such deductions and (iiiC) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (ia) All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan Party to a Lender or Administrative Agent Finance Party shall be deemed to be exclusive of any VAT. If Subject to paragraph (b) below, if VAT is to be added under applicable law chargeable on any supply made by any Finance Party to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be Finance Party (in addition to and at the same time as paying the consideration or other payments or amounts), consideration) an amount equal to the amount of the VAT concurrently against the issue of an appropriate invoice. (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) in connection with a Loan Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration), (i) if the Supplier is required to account to the relevant tax authority for the VAT, the Subject Party must also pay to the Supplier and, (ii) if the Recipient is required to account to the relevant tax authority for the VAT the Subject Party must 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 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. (iic) Where a Loan Document requires any Loan Party to reimburse a Lender or Administrative Agent Finance Party for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or Finance Party for the Administrative Agent, as the case may be, against all full amount of such costs and expenses including such costs that represent VAT incurred by the Lender or the Administrative Agent, as the case may be, Finance Party in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, Finance Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (iiid) 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 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 ▇▇▇ ▇▇▇▇ or in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax). (e) If VAT is chargeable on any supply made by a Finance Party to any Party under a Loan Document and if reasonably requested by such Finance Party, that Party shall be must give the Finance Party details of its VAT registration number and any other information as is reasonably requested in connection with the Finance Party’s reporting requirements for the supply and at such time that the Finance Party may reasonably request it. Where a Borrower is required to deduct VAT from or in respect of any sum payable hereunder or make a payment under any other Loan Documentsparagraph (b) above, if any, such amount shall not become due until such Borrower has received a formal invoice detailing the amount to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable lawpaid.

Value Added Tax. (i) All consideration or other payments or amounts expressed to be payable under a Loan this Agreement or any Other Document by any Loan Party party to a Lender Recipient which (in whole or Administrative Agent shall be in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT. If VAT which is chargeable on that supply, and accordingly, subject to clause (o)(ii) below, if VAT is to be added under applicable law or becomes chargeable on any supply made by a Recipient to any consideration party to this Agreement or other payments or amounts any Other Document and the Recipient is required to be paid by any Loan Party in connection with a Loan Documentaccount to the relevant tax authority for the VAT, that Loan Party shall such party must pay to the Lender or Administrative Agent or the relevant tax authorityRecipient, as the case may be (in addition to and at the same time as paying the any other consideration or other payments or amounts)for such supply, an amount equal to the amount of the VATVAT (and the Recipient must promptly provide an appropriate VAT invoice to that party). (ii) Where a Loan If VAT is or becomes chargeable on any supply made by any Recipient (the "Supplier") to any other Recipient (the "Receiving Party") under this Agreement or any Other Document, and any party to this Agreement or any Other Document requires other than the Receiving Party (the "Relevant Party") is required by the terms of this Agreement or any Loan Party Other Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse a Lender or Administrative Agent indemnify the Receiving Party in respect of that consideration): (A) if the Supplier is the Person required to account to the relevant tax authority for any costs or expensesthe VAT, that Loan then the Relevant Party shall must also pay to the Supplier (at the same time pay and indemnify as paying that amount) an additional amount equal to the Lender or the Administrative Agent, as the case may be, against all VAT incurred by the Lender or the Administrative Agent, as the case may be, in respect amount of the costs VAT. The Receiving Party must (where this Section 3.10(o)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or expenses repayment the Receiving Party receives from the relevant tax authority which such Receiving Party reasonably determines relates to the VAT chargeable on that supply; and (B) if the Receiving Party is the Person required to account to the relevant tax authority for the VAT, then the Relevant Party must promptly, following demand from such Receiving Party, pay to the Receiving Party an amount equal to the VAT chargeable on that supply but only to the extent that the Lender or the Administrative Agent, as the case may be, such Receiving Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the that VAT. (iii) If Where this Agreement or any Loan Party Other Document requires any party to reimburse or indemnify a Recipient for any cost or expense, that party shall be required reimburse or indemnify (as the case may be) the Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, except to deduct VAT from the extent that such Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 3.10(o) to any sum payable hereunder 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 that is treated as making the supply or (as appropriate) receiving the supply under the applicable grouping rules (as provided for in the Value Added Tax Act 1994 (United Kingdom) or in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the EU or any other Loan Documentssimilar provision in any jurisdiction which is not a member state of the EU)) so that a reference to a party shall be construed as a reference to such party or the relevant group or unity (or fiscal unity) of which such party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (v) In relation to any supply made by a Recipient to any party under this Agreement or any Other Document, if anyreasonably requested by the Recipient, such party must promptly provide the Recipient with details of such party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable lawsupply.

Value Added Tax. (i) All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan Party to a Lender or Administrative Agent shall be deemed to be exclusive of any VAT. If VAT is to be added or imposed under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), an amount equal to the amount of the VAT. (ii) Where a Loan Document requires any Loan Party to reimburse a Lender or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, against all VAT incurred by the Lender or the Administrative Agent, as the case may be, in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, is not entitled to credit or repayment of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (i) All consideration amounts set out or other payments or amounts expressed in a Loan Document to be payable under a Loan Document by any Loan Party party to any Lender which (in whole or in part) constitute the consideration for a Lender supply or Administrative Agent supplies for VAT purposes shall be deemed to be exclusive of any VAT. If VAT which is chargeable on such supply or supplies, and accordingly, subject to Section 16.5(h)(ii) below, if VAT is to be added under applicable law or becomes chargeable on any supply made by any Lender to any consideration or other payments or amounts to be paid by any Loan Party in connection with party under a Loan Document, that Loan Party party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the any other consideration or other payments or amounts), for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “Supplier”) to any other Lender (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse 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 Subject Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will 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 such VAT. (iiB) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Subject Party shall promptly, following demand from the Recipient, pay to the Recipient an amount equal to VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party party to reimburse or indemnify a Lender or Administrative Agent for any costs cost or expensesexpense, that Loan Party party shall also at the same time pay and reimburse or indemnify the Lender or the Administrative Agent, (as the case may be) such Lender for the full amount of such cost or expense, against all VAT incurred by the Lender or the Administrative Agentincluding such part thereof as represents VAT, as the case may be, in respect of the costs or expenses save to the extent that the such Lender or the Administrative Agent, as the case may be, reasonably determines that it is not entitled to credit or repayment in respect of such VAT from the VATrelevant tax authority. (iiiiv) If Any reference in this Section 16.5(h) to any Loan Party shall be required to deduct party shall, at any time when such party is treated as a member of a group for VAT from or in respect of any sum payable hereunder or under any other Loan Documentspurposes, if any, include (where appropriate and unless the context otherwise requires) a reference to the Administrative Agent or any Lender, representative member of such group at such time (i) the sum payable shall be increased term “representative member” to have the same meaning as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(gin the United Kingdom Value Added Tax Act 1994)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (ia) All consideration amounts set out, or other payments or amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Lender Finance Party which (in whole or Administrative Agent shall be in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT. If VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is to be added under applicable law chargeable on any supply made by any Finance Party to any consideration or other payments or amounts Party under a Finance Document and such Finance Party is required to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay account to the Lender or Administrative Agent or the relevant tax authorityauthority for the VAT, as the case may be that Party must pay to such Finance Party (in addition to and at the same time as paying the any other consideration or other payments or amounts), for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Lender or Administrative Agent Finance Party for any costs or expenses, that Loan Party shall must also at the same time pay and reimburse or indemnify the Lender or the Administrative Agent, (as the case may be, ) the Finance Party against all VAT incurred by the Lender or the Administrative Agent, as the case may be, Finance Party in respect of the such costs or expenses but only to the extent that the Lender or the Administrative Agent, as the case may be, Finance Party (reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of the VAT. (iiid) If Any reference in this Clause 12.8 to any Loan Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) so that a reference to a Party shall be required construed as a reference to deduct that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT from purposes at the relevant time or in respect the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (e) In relation to any sum payable hereunder or supply made by a Finance Party to any Party under any other Loan Documentsa Finance Document, if anyreasonably 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 the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable lawsupply.

Value Added Tax. (ia) All consideration or other payments or amounts expressed to be payable under a Loan any Relevant Finance Document by any Loan Party Obligor to a Lender or Administrative Agent Relevant Finance Party shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law chargeable on any supply made by a Relevant Finance Party to any consideration Obligor under any Relevant Finance Document (whether that supply is taxable pursuant to the exercise of an option or other payments or amounts otherwise), the relevant Relevant Finance Party shall provide a VAT invoice to be paid by any Loan Party in connection with a Loan Document, the Obligor and that Loan Party Obligor shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be that Relevant Finance Party (in addition to and at the same time as paying that consideration) the VAT as further consideration. (b) No payment or other consideration to be made or furnished to any Obligor pursuant to or in connection with any Relevant Finance Document may be increased or added to by reference to (or as a result of any increase in the rate of) any VAT which shall be or may become chargeable in respect of any taxable supply. (c) Where a Relevant Finance Document requires any party to reimburse a Relevant Finance Party for any costs or expenses, that party shall also pay any amount of those costs or expenses incurred referable to VAT chargeable thereon. (d) If VAT is or becomes chargeable on any supply made by any Relevant Finance Party (the “Supplier”) to any other Relevant Finance Party (the “Recipient”) under a Relevant Finance Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Relevant Finance Document to pay an amount equal to the consideration or other payments or amountsfor such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of the such VAT. (ii) Where a Loan Document requires any Loan Party to reimburse a Lender or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time . The Recipient will promptly pay and indemnify the Lender or the Administrative Agent, as the case may be, against all VAT incurred by the Lender or the Administrative Agent, as the case may be, in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, is not entitled to credit or repayment of the VAT. (iii) If any Loan Subject Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to any credit or repayment obtained by the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to Recipient from the relevant Governmental Authority tax authority which the Recipient reasonably determines is in accordance with the applicable lawrespect of such VAT.

Value Added Tax. (i) All consideration amounts set out or other payments or amounts expressed in a Loan Document to be payable under a Loan Document by any Loan Party party to any Lender which (in whole or in part) constitute the consideration for a Lender supply or Administrative Agent supplies for VAT purposes shall be deemed to be exclusive of any VAT. If VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is to be added under applicable law or becomes chargeable on any supply made by any Lender to any consideration or other payments or amounts to be paid by any Loan Party in connection with party under a Loan Document, that Loan Party party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the any other consideration or other payments or amounts), for such supply) an amount equal to the amount of the VATsuch VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “Supplier”) to any other Lender (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), (A) (1) (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; and (2) the Recipient must (where this subsection (ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (1) (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; and (2) the Recipient must (where this subsection (ii)(B) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any Loan Party party to reimburse or indemnify a Lender or Administrative Agent for any costs cost or expensesexpense incurred in connection with such Loan Document, that Loan Party shall also at the same time pay and indemnify the Lender reimbursement or the Administrative Agent, indemnity (as the case may be) shall be for the full amount of such cost or expense, against all VAT incurred by the Lender or the Administrative Agentincluding such part thereof as represents VAT, as the case may be, in respect of the costs or expenses save to the extent that the such Lender or the Administrative Agent, as the case may be, reasonably determines that it is not entitled to credit or repayment in respect of such VAT from the VATrelevant tax authority. (iiiiv) If Any reference in this Section 2.25 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 each relevant member of such group at such time. (v) In relation to any supply made by a Lender to any party under a Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan DocumentsDocument, if any, to the Administrative Agent or any reasonably requested by such Lender, that party must as promptly as reasonably practicable provide such Lender with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Lender’s VAT reporting requirements in relation to such supply. (ivi) the sum payable shall be increased Except as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under otherwise expressly provided in this Section 2.15(g)) 2.25, a reference to “determines” or “determined” in connection with tax provisions contained in this Section 2.25 means a determination made in the Administrative Agent or such Lender receives an amount equal to absolute discretion of the sum it would have received had no such deductions been madePerson making the determination, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable lawacting reasonably.

Value Added Tax. (ia) All consideration amounts set out, or other payments or amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Lender Finance Party which (in whole or Administrative Agent in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT. If VAT which is chargeable on such supply, and accordingly, subject to paragraph (c) below, if VAT is to be added under applicable law chargeable on any supply made by any Finance Party to any consideration or other payments or amounts Party under a Finance Document and payable to be paid by any Loan Party in connection with a Loan Documentthe Finance Party, that Loan Party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be Finance Party (in addition to and at the same time as paying the consideration or other payments or amounts), consideration) an amount equal to the amount of the VATVAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party). (iib) If VAT is 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 (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT if payable to the Supplier. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (c) Where a Loan Finance Document requires any Loan Party to reimburse a Lender or Administrative Agent Finance Party for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, Finance Party against all VAT incurred by the Lender or the Administrative Agent, as the case may be, Finance Party in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, Finance Party 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 credit or repayment from the relevant tax authority in respect of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (ia) All consideration or other payments or amounts considerations expressed to be payable under a Loan Finance Document by any Loan Party to a Lender or Administrative Agent Finance Party shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law chargeable on any service (sonstige Leistung) made by any Finance Party to any consideration Party under or other payments or amounts to be paid by any Loan Party in connection with a Loan Finance Document, that Loan Party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be Finance Party (in addition to and at the same time as paying the consideration or other payments or amounts), consideration) an amount equal to the amount of the VAT owed by such Finance Party. The Finance Party shall promptly provide an appropriate invoice in accordance with sections 14, 14a German VAT Act (Umsatzsteuergesetz) or with corresponding domestic rules of any other jurisdiction of that Finance Party. To the extent that VAT arises solely because of an exercise of an option by the Finance Party to make the service subject to VAT, sentence 2 of this paragraph shall only apply if the Borrower has given its consent to the exercise of the option, which consent shall not be unreasonably withheld. (iib) If VAT is chargeable on any service made by any Finance Party (the “Service Provider”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such service to the Service Provider (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Service Provider (in addition to and at the same time as paying such amount) an amount equal to the amount of VAT owed by the Service Provider, paragraph (a) sentence 3 shall apply mutatis mutandis. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that service. (c) Where a Loan Finance Document requires any Loan Party to reimburse a Lender or Administrative Agent Finance Party for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, Finance Party against all VAT incurred and owed by the Lender or the Administrative Agent, as the case may be, Finance Party in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, Finance Party 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 credit or repayment from the relevant tax authority in respect of the VAT, paragraph (a) sentence 3 shall apply mutatis mutandis. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (ia) All consideration or other payments or amounts expressed to be payable under a Loan Finance Document by any Loan Party an Obligor to a Lender or Administrative Agent Finance Party shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law to or becomes chargeable on any consideration or other payments or amounts to be paid supply made by any Loan Finance Party in connection with to an Obligor under a Loan Finance Document, that Loan Party Obligor shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be Finance Party (in addition to and at the same time as paying the consideration or other payments or amounts), for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to that Obligor). (b) If VAT is or becomes chargeable on any supply made by a Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will 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 such VAT. (iic) Where a Loan Finance Document requires any Loan Party an Obligor to reimburse or indemnify a Lender or Administrative Agent Finance Party for any costs or expenses, that Loan Party Obligor shall also at the same time pay and reimburse or indemnify the Lender or the Administrative Agent, (as the case may be, ) that Finance Party for and against all VAT incurred by the Lender or the Administrative Agent, as the case may be, that Finance Party in respect of the costs or expenses save to the extent that the Lender or the Administrative Agent, as the case may be, such Finance Party reasonably determines that it is not entitled to repayment or credit or repayment in respect of the VATVAT from the relevant tax authority. (iiid) If Any reference in this Clause 13.6 to any Loan Party shall be required to deduct shall, at any time when such Party is treated as a member of a group for VAT from or in respect of any sum payable hereunder or under any other Loan Documentspurposes, if any, include (where appropriate and unless the context otherwise requires) a reference to the Administrative Agent representative member (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994) or the equivalent in any Lenderrelevant jurisdiction outside the UK, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or of such Lender receives an amount equal to the sum it would have received had no group at such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable lawtime.

Value Added Tax. (i) All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan Party to a Lender or Administrative Agent shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay to the Lender or Issuing Bank or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), an amount equal to the amount of the VAT. (ii) Where a Loan Document requires any Loan Party to reimburse a Lender Lender, Issuing Bank or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, against all VAT incurred by the Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, in respect of the costs or expenses to the extent that the Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, is not entitled to credit or repayment of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, Issuing Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender Lender, Issuing Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (ia) All consideration amounts set out, or other payments or amounts expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Lender Finance Party which (in whole or Administrative Agent in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT. If VAT which is such supply or supplies, and accordingly, subject to paragraph (b) below, if VAT is to be added under applicable law or becomes chargeable on any supply made by any Finance Party to any consideration or other payments or amounts to be paid by any Loan Party in connection with under a Loan Finance Document, that Loan Party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be Finance Party (in addition to and at the same time as paying the any other consideration or other payments or amounts), for such supply) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party). (b) If VAT is or becomes chargeable on any supply made by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party other than the Recipient (the “Subject Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT (and such Finance Party shall promptly provide an appropriate VAT invoice to such Party). The Recipient will 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 in respect of such VAT. (iic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Lender or Administrative Agent Finance Party for any costs cost or expensesexpense, that Loan Party shall also at the same time pay and reimburse or indemnify the Lender or the Administrative Agent, (as the case may be) such Finance Party for the full amount of such cost or expense, against all VAT incurred by the Lender or the Administrative Agentincluding such part thereof as represents VAT, as the case may be, in respect of the costs or expenses save to the extent that the Lender or the Administrative Agent, as the case may be, such Finance Party reasonably determines that it is not entitled to credit or repayment of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to such VAT from the Administrative Agent or any Lender, relevant tax authority in respect of the VAT (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Finance Party shall make promptly provide an appropriate VAT invoice to such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable lawParty).

Value Added Tax. (i) All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan Party to a Lender or Administrative Agent shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay to the Lender or Issuing Bank or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), an amount equal to the amount of the VAT. (ii) Where a Loan Document requires any Loan Party to reimburse a Lender Lender, Issuing Bank or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, against all VAT incurred by the Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, in respect of the costs or expenses to the extent that the Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, is not entitled to credit or repayment of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, Issuing Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g2.15(h)) the Administrative Agent or such Lender Lender, Issuing Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (i) 12.6.1 All consideration or other payments or amounts expressed to be payable under a Loan Finance Document by any Loan Party to a the Lender which (in whole or Administrative Agent shall be in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT. If VAT which is chargeable on that supply, and accordingly, if VAT is to be added under applicable law or becomes chargeable on any supply made by the Lender to any consideration or other payments or amounts Party under a Finance Document and the Lender is required to be paid by any Loan Party in connection with a Loan Documentaccount to the relevant tax authority for the VAT, that Loan Party shall must pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the any other consideration or other payments or amounts), for such supply) an amount equal to the amount of the VATVAT (and the Lender must promptly provide an appropriate VAT invoice to that Party). (ii) 12.6.2 Where a Loan Finance Document requires any Loan Party to reimburse a Lender or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender for any cost or the Administrative Agentexpense, that Party shall reimburse or indemnify (as the case may be, against all VAT incurred by ) the Lender for the full amount of such cost or the Administrative Agentexpense, including such part thereof as the case may berepresents VAT, in respect of the costs or expenses save to the extent that the Lender or the Administrative Agent, as the case may be, reasonably determines that it is not entitled to credit or repayment in respect of such VAT from the relevant tax authority. 12.6.3 Any reference in this Clause 12.6 to any 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 Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant states of the VAT. (iiiEuropean Union) If or any Loan 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 required construed as a reference to deduct that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT from purposes at the relevant time or in respect the relevant representative member of such group or unity (or fiscal unity) at the relevant time. 12.6.4 In relation to any sum payable hereunder or supply made by the Lender to any Party under any other Loan Documentsa Finance Document, if any, to reasonably requested by the Administrative Agent or any Lender, (i) that Party must promptly provide the sum payable shall be increased Lender with details of that Party’s VAT registration and such other information as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority is reasonably requested in accordance connection with the applicable lawLender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (i) 12.6.1 All consideration amounts set out or other payments or amounts expressed to be payable under a Loan Finance Document by any Loan Party an Obligor to the Lender which (in whole or in part) constitute the consideration for a Lender supply or Administrative Agent supplies for VAT purposes shall be deemed to be exclusive of any VAT. If VAT which is chargeable on such supply or supplies, and accordingly if VAT is or becomes chargeable on any supply made by the Lender to be added an Obligor under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Finance Document, that Loan Party Obligor shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the any other consideration or other payments or amounts), for such supply) an amount equal to the amount of such VAT (and the VATLender shall promptly provide an appropriate VAT invoice to the Borrower). (ii) 12.6.2 Where a Loan Finance Document requires any Loan Party an Obligor to reimburse a or indemnify the Lender or Administrative Agent for any costs or expenses, that Loan Party Obligor shall also at the same time pay and reimburse or indemnify the Lender or the Administrative Agent, (as the case may be, against all VAT incurred by ) the Lender for the full amount of such cost or the Administrative Agentexpense, including such part thereof as the case may berepresents VAT, in respect of the costs or expenses save to the extent that the Lender or the Administrative Agent, as the case may be, reasonably determines that it is not entitled to credit or repayment of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, such VAT from the relevant tax authority. 12.6.3 Notwithstanding anything to the Administrative Agent or any Lendercontrary contained in this Clause 12.6 (Value added tax), each Obligor hereby irrevocably and unconditionally appoints the Lender as its representative and agent to, in its name, place and stead, and for and on its behalf, make payment of all expenses referred to in Clause 16 (iCosts and Expenses) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable directly to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority third parties in accordance with Clause 16 (Costs and Expenses), which amounts shall be immediately due and recoverable from the applicable lawrelevant Obligor on demand.

Value Added Tax. (i) All consideration amounts set out, or other payments or amounts expressed to be payable under a Loan Document by any Loan Party party to this agreement to a Lender which (in whole or Administrative Agent in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT. If VAT which is chargeable on such amount, and accordingly, subject to paragraph (iii) below, if VAT is chargeable on any Credit Extension made by any Lender to be added under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with under a Loan Document, that Loan Party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), consideration) an amount equal to the amount of the VATVAT (and such Lender shall promptly provide an appropriate VAT invoice to such Loan Party). (ii) If VAT is chargeable on any Credit Extension made by any Lender (the "Supplier") to any other Lender (the "Recipient") under a Loan Document, and any Loan Party (the "Relevant Party") is required by the terms of any Loan Document to pay an amount equal to the consideration for such Credit Extension to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Loan Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Document requires any Loan Party to reimburse a Lender or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, against all VAT incurred by the Lender or the Administrative Agent, as the case may be, in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, 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 credit or repayment from the relevant tax authority in respect of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. 8.1 Subject to the terms of Clause 6.2, where, pursuant to the terms of this Agreement, one Party (ithe "supplier") All consideration makes a supply to the other (the "recipient") for Value Added Tax purposes, and Value Added Tax is or becomes chargeable on such supply, the following provisions shall apply:- 8.1.1 all sums payable or other payments or amounts expressed consideration provided pursuant to be payable under a Loan Document this Agreement by any Loan one Party to a Lender or Administrative Agent the other shall be deemed to be exclusive inclusive of any VAT. If VAT is to Value Added Tax which may be added under applicable law to any consideration chargeable on the supply or supplies for which such sums or other payments consideration (or, in either case, any part thereof) are the whole or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party part of the consideration for Value Added Tax purposes; and 8.1.2 the recipient shall pay to the Lender or Administrative Agent or the relevant tax authoritysupplier, as the case may be (in addition to and at the same time as paying any other consideration for such supply, a sum equal to the consideration or amount of such Value Added Tax, and the supplier shall provide a valid Value Added Tax invoice to the recipient in respect of such supply. 8.2 If any Party (the "Paying Party") has paid any amount in respect of VAT under this Clause 8 in respect of any supply made to it by any other payments or amountsParty (the "Payee Party"), and the value of such supply for VAT purposes is subsequently reduced, the Payee Party shall provide the Paying Party with a credit note for VAT purposes and repay to the Paying Party an amount equal to the difference between the amount in respect of VAT originally paid by the Paying Party and the amount of VAT actually chargeable on such supply (taking into account the VAT. (ii) Where a Loan Document requires any Loan Party reduction in value), such repayment to reimburse a Lender or Administrative Agent for any costs or expenses, that Loan Party shall also be made at the same time pay and indemnify as when:- 8.2.1 the Lender or relevant rebate is paid (where the Administrative Agent, as reduction in value is by virtue of the case may be, against payment of a rebate); and 8.2.2 within three Business Days after the Payee Party first agrees the reduction in value (in all VAT incurred other cases). 8.3 Where any Party is required by the Lender terms of this Agreement to reimburse or indemnify any other Party for any cost or expense or to pay an amount equal to any cost invoiced to any other Party, such first Party shall reimburse or indemnify such other Party for, or shall pay to such other Party, the Administrative Agentfull amount of such cost or expense, including such part thereof as represents Value Added Tax, save to the case may be, extent that such other Party is entitled to credit or repayment in respect of such Value Added Tax from HM Customs & Excise. 8.4 Where any provision of this Agreement provides that the costs financial liability under any Clause or expenses Paragraph is to be limited, then where the consideration (excluding any consideration or any part of such consideration which represents Value Added Tax) paid by the LDA and/or as applicable the ODA in respect of any supply made to the LDA and/or as applicable the ODA for Value Added Tax purposes counts in deciding whether any limit on the LDA's and/or ODA's financial liability has been exceeded or not (the "Calculation"), any amount of Value Added Tax paid by the LDA and/or as applicable the ODA in respect of such supply shall also be counted in the Calculation, save to the extent that the Lender or the Administrative Agent, as the case may be, is not entitled to Paying Party has received credit or repayment of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or HM Customs & Excise in respect of any sum payable hereunder or under any other Loan Documents, if any, to such Value Added Tax at the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or time of such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable lawCalculation.

Value Added Tax. (ia) All consideration or other payments or amounts expressed in a Finance Document to be payable under a Loan Document by any Loan Party party to a the Lender which (in whole or Administrative Agent shall be in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT. If VAT which is chargeable on that supply, and accordingly, if VAT is to be added under applicable law or becomes chargeable on any supply made by the Lender to any consideration or other payments or amounts to be paid by any Loan Party in connection with party under a Loan Finance Document, and the Lender is required to account to the relevant tax authority for the VAT, that Loan Party shall party must pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the any other consideration or other payments or amounts), for such supply) an amount equal to the amount of the VATVAT (and the Lender must promptly provide an appropriate VAT invoice to that party). (iib) Where a Loan Finance Document requires any Loan Party party to it to reimburse a Lender or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender for any cost or the Administrative Agentexpense, that party shall reimburse or indemnify (as the case may be, against all VAT incurred by ) the Lender for the full amount of such cost or the Administrative Agentexpense, including such part thereof as the case may be, in respect of the costs or expenses represents VAT save to the extent that the Lender or the Administrative Agent, as the case may be, reasonably determines that it is not entitled to credit or repayment in respect of such VAT from the VATrelevant tax authority. (iiic) If Any reference in this clause 13.7 to any Loan Party shall be required 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 deduct VAT from or the representative member of such group at such time (the term “representative member” to have the same meaning as in respect of the Value Added Tax Act 1994). (d) In relation to any sum payable hereunder or supply made by the Lender to any party under any other Loan Documentsa Finance Document, if any, to reasonably requested by the Administrative Agent or any Lender, (i) that party must promptly provide the sum payable shall be increased Lender with details of that party’s VAT registration and such other information as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority is reasonably requested in accordance connection with the applicable lawLender’s VAT reporting requirements in relation to such supply.

Value Added Tax. (ia) All consideration or other payments or amounts considerations expressed to be payable under a Loan Finance Document by any Loan Party to a Lender or Administrative Agent Finance Party shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law chargeable on any service (sonstige Leistung) made by any Finance Party to any consideration Party under or other payments or amounts to be paid by any Loan Party in connection with a Loan Finance Document, that Loan Party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be Finance Party (in addition to and at the same time as paying the consideration or other payments or amounts), consideration) an amount equal to the amount of the VAT owed by such Finance Party. The Finance Party shall promptly provide an appropriate invoice in accordance with sec. 14, 14a German VAT Act (Umsatzsteuergesetz) or with corresponding domestic rules of any other jurisdiction of that Finance Party. To the extent that VAT arises solely because of an exercise of an option by the Finance Party to make the service subject to VAT, sentence 2 of this paragraph shall only apply if the Borrower has given its consent to the exercise of the option, which consent shall not be unreasonably withheld. (iib) If VAT is chargeable on any service made by any Finance Party (the “Service Provider”) to any other Finance Party (the “Recipient”) under a Finance Document, and any Party (the “Relevant Party”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such service to the Service Provider (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Service Provider (in addition to and at the same time as paying such amount) an amount equal to the amount of VAT owed by the Service Provider, paragraph (a) sentence 3 shall apply mutatis mutandis. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that service. (c) Where a Loan Finance Document requires any Loan Party to reimburse a Lender or Administrative Agent Finance Party for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, Finance Party against all VAT incurred and owed by the Lender or the Administrative Agent, as the case may be, Finance Party in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, Finance Party 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 credit or repayment from the relevant tax authority in respect of the VAT, paragraph (a) sentence 3 shall apply mutatis mutandis. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (i) 12.6.1 All consideration amounts set out, or other payments or amounts expressed to be payable under a Loan an ITO Finance Document by any Loan Party to a Lender an ITO Finance Party which (in whole or Administrative Agent in part) constitute the consideration for VAT purposes shall be deemed to be exclusive of any VAT. If VAT which is chargeable on such supply, and accordingly, subject to clause 12.6.3 below, if VAT is to be added under applicable law chargeable on any supply made by any ITO Finance Parties to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan under an ITO Finance Document, that Loan Party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be ITO Finance Parties (in addition to and at the same time as paying the consideration or other payments or amounts), consideration) an amount equal to the amount of the VATofthe VAT (and such ITO Finance Parties shall promptly provide an appropriate VAT invoice to such Party). 12.6.2 If VAT is chargeable on any supply made by any ITO Finance Parties (iithe "Supplier") to any other ITO Finance Parties (the "Recipient") under an ITO Finance Document, and any Party (the "Relevant Party") is required by the terms of any ITO Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the amount of such VAT. The Recipient will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. 12.6.3 Where a Loan an ITO Finance Document requires any Loan Party to reimburse a Lender or Administrative Agent an ITO Finance Party for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, ITO Finance Parties against all VAT incurred by the Lender or the Administrative Agent, as the case may be, ITO Finance Parties in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, ITO Finance Parties 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 credit or repayment from the relevant tax authority in respect of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (ia) All consideration amounts set out or other payments or amounts expressed to be payable under a Loan Senior Finance Document by any Loan Party to a Lender Finance Party which (in whole or Administrative Agent in part) constitute the consideration for a supply or supplies for VAT purposes shall (unless otherwise agreed) be deemed to be exclusive of any VATVAT which is chargeable on such supply or supplies. If Subject to paragraph (b) below, if VAT is to be added under applicable law or becomes chargeable on any supply made by any Finance Party to any consideration Party under or other payments or amounts to be paid by any Loan Party in connection with a Loan Senior Finance Document, that Loan Party shall shall: (i) (where such Finance Party is required to account to the relevant tax authority for the VAT) pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be Finance Party (in addition to and at the same time as paying the any other consideration or other payments or amounts), for such supply) an amount equal to the amount of the VAT and such Finance Party shall promptly provide an appropriate VAT invoice to such Party; or (ii) where applicable, directly account for such VAT at the appropriate rate under the reverse charge procedure provided for by Article 194 of the Council Directive of 28 November 2006 on the common system of the value added tax (EC Directive 2006/112) and any relevant Tax provisions of the jurisdiction in which such Party receives such supply. (b) If VAT is or becomes chargeable on any performance (supply or service) rendered by any Finance Party (the “Supplier”) to any other Finance Party (the “Recipient”) under a Senior Finance Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Senior Finance Document to pay an amount equal to the consideration for such performance to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration): (i) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT (unless a reverse charge rule is applicable in which case VAT shall be paid according to such rule). The Recipient will promptly pay to the Relevant 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 such VAT; and (ii) (where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iic) Where a Loan Senior Finance Document requires any Loan Party to reimburse or indemnify a Lender or Administrative Agent Finance Party for any costs or expenses, that Loan Party shall also at the same time pay and reimburse or indemnify the Lender or the Administrative Agent, (as the case may be) such Finance Party for the full amount of such costs or expenses, against all including such part thereof as represents VAT, save to the extent that the Finance Party determines (acting reasonably) 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 incurred 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 sections 43 to 43D of the United Kingdom Value Added Tax Act 1994, the grouping rules (as provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the Lender relevant member state of the European Union) or any other similar provision in any jurisdiction which is not 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 Administrative Agent, 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, in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, is not entitled to credit or repayment of the VAT). (iiie) If VAT is chargeable on any Loan supply made by a Party shall be required (the “First Party”) to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documentsparty under a Senior Finance Document and if reasonably requested by the First Party, if any, to the Administrative Agent or party must promptly give the First Party details of its VAT registration number and any Lender, (i) the sum payable shall be increased other information as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority is reasonably requested in accordance connection with the applicable lawFirst Party’s VAT reporting requirements for the supply.

Value Added Tax. (i) All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan Party to a Lender or Administrative Agent Recipient shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay to the Lender or Administrative Agent applicable Recipient or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), an amount equal to the amount of the VATVAT and the applicable Recipient shall promptly provide an invoice complying with the applicable VAT invoicing regulations to the relevant Loan Party. (ii) Where a Loan Document requires any Loan Party to reimburse a Lender or Administrative Agent Recipient for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, applicable Recipient against all VAT incurred by the Lender or the Administrative Agent, as the case may besuch Recipient, in respect of the costs or expenses to the extent that neither such Recipient nor any other member of any group of which the Lender or the Administrative Agent, as the case may be, Recipient is not a member for VAT purposes is entitled to credit or repayment of or in respect of the VAT. (iii) If Without duplication for Section 2.11(a), if any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (iA) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g2.11(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (iiB) such Loan Party shall make such deductions and (iiiC) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (i) All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan Party to a Lender or Administrative Agent shall be deemed to be exclusive of any VAT. If VAT is to be added under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay to the Lender or Issuing Bank or Administrative Agent or the relevant tax authorityAgent, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), an amount equal to the amount of the VAT. (ii) Where a Loan Document requires any Loan Party to reimburse a Lender Lender, Issuing Bank or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, against all VAT incurred by the Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, in respect of the costs or expenses to the extent that the Lender Lender, Issuing Bank or the Administrative Agent, as the case may be, is not entitled to credit or repayment of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, Issuing Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender Lender, Issuing Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (i) All consideration or other payments or amounts expressed in a Loan Document to be payable under a Loan Document by any Loan Party party to any Lender which (in whole or in part) constitute the consideration for a Lender supply or Administrative Agent supplies for VAT purposes shall be deemed to be exclusive of any VAT. If VAT which is chargeable on such supply or supplies, and accordingly, if VAT is to be added under applicable law or becomes chargeable on any supply made by any Lender to any consideration or other payments or amounts to be paid by any Loan Party in connection with party under a Loan Document, that Loan Party party shall pay to the Lender or Administrative Agent or the relevant tax authority, 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 VAT (and such Lender shall promptly provide an appropriate VAT invoice to such party). (ii) If VAT is or becomes chargeable on any supply made by any Lender or the Administrative Agent (the “Supplier”) to any other Lender or the Administrative Agent (the “Recipient”) under a Loan Document, and any Party other than the Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or other payments or amounts), indemnify the Recipient in respect of that consideration): 1) (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 (iiwhere this Section 2.16(k)(ii)(1) Where a Loan Document requires any Loan Party to reimburse a Lender or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time applies) promptly pay and indemnify the Lender or the Administrative Agent, as the case may be, against all VAT incurred by the Lender or the Administrative Agent, as the case may be, in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, is not entitled to credit or repayment of the VAT. (iii) If any Loan Relevant Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to any credit or repayment the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay Recipient receives from the full amount deducted relevant tax authority which the Recipient reasonably determines relates to the relevant Governmental Authority in accordance with the applicable law.VAT chargeable on that supply; and

Value Added Tax. (i) 10.6.1 All consideration amounts set out or other payments or amounts expressed to be payable under a Loan Finance Document by any Loan Party an Obligor to a Lender which (in whole or Administrative Agent in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT. If VAT which is chargeable on such supply or supplies, and accordingly if VAT is or becomes chargeable on any supply made by a Lender to be added an Obligor under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Finance Document, that Loan Party Obligor shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the any other consideration or other payments or amounts), for such supply) an amount equal to the amount of such VAT (and such Lender shall promptly provide an appropriate VAT invoice to the VATrelevant Obligor). (ii) 10.6.2 Where a Loan Finance Document requires any Loan Party an Obligor to reimburse or indemnify a Lender or Administrative Agent for any costs or expenses, that Loan Party O▇▇▇▇▇▇ shall also at the same time pay and reimburse or indemnify the Lender or the Administrative Agent, (as the case may be, against all VAT incurred by ) the Lender for the full amount of such cost or the Administrative Agentexpense, including such part thereof as the case may berepresents VAT, in respect of the costs or expenses save to the extent that the Lender or the Administrative Agent, as the case may be, reasonably determines that it is not entitled to credit or repayment of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, such VAT from the relevant tax authority. 10.6.3 Notwithstanding anything to the Administrative Agent or any Lendercontrary contained in this Clause 10.6 (Value-added tax), each Obligor hereby irrevocably and unconditionally appoints the Lenders as its representative and agent to, in its name, place and stead, and for and on its behalf, make payment of all expenses referred to in Clause 14 (iCosts and Expenses) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable directly to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority third parties in accordance with Clause 14 (Costs and Expenses), which amounts shall be immediately due and recoverable from the applicable lawrelevant Obligor on demand.

Value Added Tax. (i) All consideration amounts set out, or other payments or amounts expressed to be payable under a Loan Credit Document by any Loan Party to a Lender which (in whole or Administrative Agent in part) constitute the consideration for any supply for VAT purposes shall be deemed to be exclusive of any VAT. If VAT which is chargeable on such supply, and accordingly, subject to paragraph (c) below, if VAT is to be added under applicable law chargeable on any supply made by any Lender to any consideration or other payments or amounts to be paid by any Loan Party in connection with under a Loan Credit Document, that Loan Party shall pay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), consideration) an amount equal to the amount of the VATVAT (and such Lender shall promptly provide an appropriate VAT invoice to such Party). (ii) If VAT is chargeable on any supply made by any Lender (the “Supplier”) to any other Lender (the “Receiver”) under a Credit Document, and any Party (the “Relevant Party”) is required by the terms of any Credit Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Receiver in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Receiver will promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant tax authority which it reasonably determines relates to the VAT chargeable on that supply. (iii) Where a Loan Credit Document requires any Loan Party to reimburse a Lender or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, against all VAT incurred by the Lender or the Administrative Agent, as the case may be, in respect of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, 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 credit or repayment from the relevant tax authority in respect of the VAT. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. The Company shall not apply to HMRC to be a member of a group registration for VAT purposes other than a registration comprising only the Company and its subsidiaries. (a) The parties hereby agree that (notwithstanding any repetition in any other part of this Agreement and without double counting): (i) All consideration or other payments or amounts expressed except where it is expressly stated to be inclusive of VAT, any sum set out in this Agreement or otherwise payable under a Loan Document by any Loan Party party to a Lender or Administrative Agent any other party pursuant to this Agreement shall be deemed to be exclusive of any VAT. If VAT which is chargeable on the supply (or supplies) for which such sum is (the whole or part of) the consideration for VAT purposes; (ii) where, for the purposes of any provisions of this Agreement, any amount is to be added under determined or calculated by reference to any amount received or to be received by any person, such part of such latter amount as represents VAT shall be excluded for the purposes of such determination or calculation; (iii) where, for the purposes of any provisions of this Agreement (including, without limitation, any provisions concerning reimbursement, indemnification or compensation), any amount is to be determined or calculated by reference to any amount incurred or to be incurred by any person, such part of such latter amount as represents VAT in respect of which such person is entitled to credit or repayment from HMRC shall be excluded for the purposes of such determination or calculation; (iv) if any party (the “Paying Party”) has paid any amount in respect of VAT pursuant to the provisions of this Agreement on any supply made to it by any other party (the “Payee Party”), and the value of such supply for VAT purposes is subsequently reduced (by virtue of the payment of a rebate or otherwise), the Payee Party shall (unless the parties agree not to do so and it is permitted by applicable law or published notice not to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Party shall pay do so) repay to the Lender or Administrative Agent or the relevant tax authority, as the case may be (in addition to and at the same time as paying the consideration or other payments or amounts), Paying Party an amount equal to the difference between such amount in respect of VAT paid by the Paying Party and the amount of VAT actually chargeable on such supply (taking into account such reduction in value), such repayment to be made within three (3) days after, and to the VAT. (ii) Where extent that, the Payee Party obtains credit and/or repayment from a Loan Document requires any Loan Party to reimburse a Lender or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, against all VAT incurred by the Lender or the Administrative Agent, as the case may be, Tax Authority in respect of the costs or expenses relevant VAT, and the Payee Party shall use all reasonable endeavors to obtain such credit and/or repayment; and (v) any reference in this Agreement to any person shall when construing any provision for the purposes of VAT (where appropriate) be deemed, at any time when such person is a member of a group , to include a reference to the extent that the Lender or the Administrative Agent, as the case may be, is not entitled to credit or repayment representative member of the VATsuch group at such time. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.

Value Added Tax. (i) 12.1 All consideration or other payments or amounts expressed to be payable under a Loan Document by any Loan either Party pursuant to a Lender or Administrative Agent shall be deemed to be these Conditions of Use are exclusive of any VATValue Added Tax which may be properly chargeable thereon. If VAT is to be added under applicable law to any consideration or other payments or amounts to be paid by any Loan Party in connection with a Loan Document, that Loan Each Party shall pay to the Lender or Administrative Agent or other Party any Value Added Tax properly chargeable in respect of any supply made to it pursuant to these Conditions of Use provided that it shall first have received from the relevant tax authority, as other Party a valid VAT invoice in respect of that supply which complies with the case may be (in addition requirements of Part III of the Value Added Tax Regulations 1995. Without prejudice to and at save as mentioned earlier in this clause 8.1 where any supply is made pursuant to these Conditions of Use the same time as paying recipient of the consideration supply shall pay to the supplier the amount of any Value Added Tax chargeable in respect thereof upon production of a valid VAT invoice. 12.2 Where any amount is payable pursuant to these Conditions of Use to reimburse or other payments or amounts)indemnify a Party for any expenditure which that Party may have incurred, such expenditure shall be taken to include an amount equal to any Value Added Tax comprised therein which is not recoverable by that Party as input tax under section 25 of the Value Added Tax ▇▇▇ ▇▇▇▇. 12.3 Where these Conditions of Use permit either Party to withhold or deduct, whether by way of set-off or otherwise, an amount from any payment to the other Party and the amount which may be withheld or deducted is on account of a cost or expense, the amount of the VAT. that cost or expense shall be calculated exclusive of Value Added Tax (iiif any) Where a Loan Document requires any Loan Party to reimburse a Lender except Value Added Tax which is not recoverable as input tax or Administrative Agent for any costs or expenses, that Loan Party shall also at the same time pay and indemnify the Lender or the Administrative Agent, as the case may be, against all VAT incurred by the Lender or the Administrative Agent, as the case may be, in respect otherwise under section 25 of the costs or expenses to the extent that the Lender or the Administrative Agent, as the case may be, is not entitled to credit or repayment of the VATValue Added Tax ▇▇▇ ▇▇▇▇. (iii) If any Loan Party shall be required to deduct VAT from or in respect of any sum payable hereunder or under any other Loan Documents, if any, to the Administrative Agent or any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.15(g)) the Administrative Agent or such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with the applicable law.