Common use of Value Added Taxes Clause in Contracts

Value Added Taxes. (i) All amounts expressed to be payable under a Loan Document by any Borrower to a Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Borrower under a Loan Document, and such Lender is required to account to the relevant tax authority for the VAT, that Borrower must pay to such Lender (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Borrower). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “Supplying Lender”) to any other Lender (the “Receiving Lender”) under a Loan Document, and any party other than the Receiving Lender (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 Supplying Lender (rather than being required to reimburse or indemnify the Receiving Lender in respect of that consideration): (A) (where the Supplying Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to the Supplying Lender (at the same time as paying that amount) an additional amount equal to the amount of such VAT. The Receiving Lender must (where this paragraph (ii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender receives from the relevant tax authority which the Receiving Lender reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Receiving Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Receiving Lender, pay to the Receiving Lender an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender 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 party to reimburse or indemnify a Recipient for any cost or expense, that party must reimburse and indemnify (as the case may be) the Recipient for the full amount of such cost or expense, including that part which represents VAT, except to the extent that the Recipient reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iv) Any reference in this clause (g) (Value Added Taxes) to any party will, at any time when that party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added tax). (v) In relation to any supply made by a Recipient to any party under a Loan Document, if reasonably requested by such Recipient, that party must promptly provide such Recipient with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (i) All amounts expressed to be payable under a Loan Document by any Borrower to a Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Borrower under a Loan Document, and such Lender is required to account to the relevant tax authority for the VAT, that Borrower must pay to such Lender (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Borrower).92 (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “Supplying Lender”) to any other Lender (the “Receiving Lender”) under a Loan Document, and any party other than the Receiving Lender (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 Supplying Lender (rather than being required to reimburse or indemnify the Receiving Lender in respect of that consideration): ): (A) (where the Supplying Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to the Supplying Lender (at the same time as paying that amount) an additional amount equal to the amount of such VAT. The Receiving Lender must (where this paragraph (ii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender receives from the relevant tax authority which the Receiving Lender reasonably determines relates to the VAT chargeable on that supply; and and (B) (where the Receiving Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Receiving Lender, pay to the Receiving Lender an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender 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 party to reimburse or indemnify a Recipient for any cost or expense, that party must reimburse and indemnify (as the case may be) the Recipient for the full amount of such cost or expense, including that part which represents VAT, except to the extent that the Recipient reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iv) Any reference in this clause (g) g (Value Added Taxes) to any party will, at any time when that party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 Act 1994 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added tax). (v) In relation to any supply made by a Recipient to any party under a Loan Document, if reasonably requested by such Recipient, that party must promptly provide such Recipient with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.. 93

Value Added Taxes. (ia) All amounts expressed to be payable under a Loan Finance Document by any Borrower Party to a Lender Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysupply and, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Borrower Party under a Loan Document, Finance Document and such Lender Finance Party is required to account to the relevant tax authority for the VAT, that Borrower Party must pay to such Lender Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that BorrowerParty). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “Supplying Lender”Supplier) to any other Lender Finance Party (the “Receiving Lender”Recipient) under a Loan Finance Document, and any party Party other than the Receiving Lender Recipient (the “Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the Supplying Lender Supplier (rather than being required to reimburse or indemnify the Receiving Lender Recipient in respect of that consideration): (Ai) (where the Supplying Lender Supplier is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must also pay to the Supplying Lender Supplier (at the same time as paying that amount) an additional amount equal to the amount of such the VAT. The Receiving Lender Recipient must (where this paragraph (iii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender Recipient receives from the relevant tax authority which the Receiving Lender Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Receiving Lender Recipient is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must promptly, following demand from the Receiving LenderRecipient, pay to the Receiving Lender Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Recipient Finance Party for any cost or expense, that party must Party shall reimburse and or indemnify (as the case may be) the Recipient such Finance Party for the full amount of such cost or expense, including that such part which thereof as represents VAT, except save to the extent that the Recipient such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of that VATauthority. (ivd) Any reference in this clause (g) (Value Added Taxes) Clause 12.7 to any party willParty shall, at any time when that party such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that such group at that such time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added taxAct 1994). (ve) In relation to any supply made by a Recipient Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such RecipientFinance Party, that party Party must promptly provide such Recipient Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such RecipientParty’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (ia) All amounts expressed to be payable under a Loan Finance Document by any Borrower Party to a Lender Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysupply and, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Borrower Party under a Loan Document, Finance Document and such Lender Finance Party is required to account to the relevant tax authority for the VAT, that Borrower Party must pay to such Lender Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that BorrowerParty). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “Supplying Lender”Supplier) to any other Lender Finance Party (the “Receiving Lender”Recipient) under a Loan Finance Document, and any party Party other than the Receiving Lender Recipient (the “Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the Supplying Lender Supplier (rather than being required to reimburse or indemnify the Receiving Lender Recipient in respect of that consideration): (Ai) (where the Supplying Lender Supplier is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must also pay to the Supplying Lender Supplier (at the same time as paying that amount) an additional amount equal to the amount of such the VAT. The Receiving Lender Recipient must (where this paragraph (iii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender Recipient receives from the relevant tax authority which the Receiving Lender Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Receiving Lender Recipient is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must promptly, following demand from the Receiving LenderRecipient, pay to the Receiving Lender Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Recipient Finance Party for any cost or expense, that party must Party shall reimburse and or indemnify (as the case may be) the Recipient such Finance Party for the full amount of such cost or expense, including that such part which thereof as represents VAT, except save to the extent that the Recipient such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of that VATauthority. (ivd) Any reference in this clause (g) (Value Added Taxes) Clause 11.7 to any party willParty shall, at any time when that party such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that such group at that such time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added taxAct 1994). (ve) In relation to any supply made by a Recipient Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such RecipientFinance Party, that party Party must promptly provide such Recipient Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such RecipientParty’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (i) All amounts expressed to be payable under a Loan Document by any Borrower to a Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Borrower under a Loan Document, and such Lender is required to account to the relevant tax authority for the VAT, that Borrower must pay to such Lender (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Borrower). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “Supplying Lender”) to any other Lender (the “Receiving Lender”) under a Loan Document, and any party other than the Receiving Lender (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 Supplying Lender (rather than being required to reimburse or indemnify the Receiving Lender in respect of that consideration): (A) (where the Supplying Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to the Supplying Lender (at the same time as paying that amount) an additional amount equal to the amount of such VAT. The Receiving Lender must (where this paragraph (ii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender receives from the relevant tax authority which the Receiving Lender reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Receiving Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Receiving Lender, pay to the Receiving Lender an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender 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 party to reimburse or indemnify a Recipient for any cost or expense, that party must reimburse and indemnify (as the case may be) the Recipient for the full amount of such cost or expense, including that part which represents VAT, except to the extent that the Recipient reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iv) Any reference in this clause (g) g (Value Added Taxes) to any party will, at any time when that party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added tax). (v) In relation to any supply made by a Recipient to any party under a Loan Document, if reasonably requested by such Recipient, that party must promptly provide such Recipient with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (ia) All amounts expressed to be payable under a Loan Finance Document by any Borrower Party to a Lender Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply or supplies made by any Lender Finance Party to any Borrower Party under a Loan Finance Document, and such Lender Finance Party is required to account to the relevant tax authority for the VAT, that Borrower Party must pay to such Lender Finance Party (in addition to and at the same time as paying the consideration for such supplysupply or supplies) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that BorrowerParty). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “Supplying LenderSupplier”) to any other Lender Party (the “Receiving LenderRecipient”) under a Loan Finance Document, and any party Party other than the Receiving Lender Recipient (the “Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the Supplying Lender ​ Supplier (rather than being required to reimburse or indemnify the Receiving Lender Recipient in respect of that consideration): (Ai) (where the Supplying Lender Supplier is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to the Supplying Lender Supplier (at the same time as paying that amount) an additional amount equal to the amount of such VAT. The Receiving Lender Recipient must (where this paragraph (iii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender Recipient receives from the relevant tax authority which the Receiving Lender Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Receiving Lender Recipient is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Receiving LenderRecipient, pay to the Receiving Lender Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where VAT is or becomes chargeable in Nigeria on any supply made by the Supplier to the Recipient under a Finance Document, and the Recipient is required by law to withhold, remit and make returns on the VAT to the relevant Tax authority, the Recipient shall do so on or before the due date for the remittance or making the returns, and shall promptly provide the Supplier evidence of the Recipient’s compliance. (d) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Recipient Finance Party for any cost or expense, that party Party must reimburse and indemnify (as the case may be) the Recipient Finance Party against any VAT incurred by the Finance Party for the full amount of such cost or expense, including that such part which thereof as represents VAT, except save to the extent that the Recipient such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of that VATauthority. (ive) Any reference in this clause (g) (Value Added Taxes) Clause 17.6 to any party Party will, at any time when that party Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that group person who is treated at that time as making the supply, or (as appropriate) receiving the term “representative member” supply, under the VAT grouping rules (provided for in sections 43 to have the same meaning as in 43D of the Value Added Tax Xxx 0000 Act 1994, Article 11 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union on or the common system United Kingdom) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of value added taxwhich 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). (vf) In relation to any supply made by a Recipient Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such RecipientFinance Party, that party Party must promptly provide such Recipient Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such RecipientFinance Party’s VAT reporting requirements in relation to such supply.. ​

Value Added Taxes. (i) All amounts expressed to be payable under a Loan Document by any Borrower to a Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Borrower under a Loan Document, and such Lender is required to account to the relevant tax authority for the VAT, that Borrower must pay to such Lender (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Borrower). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “Supplying Lender”) to any other Lender (the “Receiving Lender”) under a Loan Document, and any party other than the Receiving Lender (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 Supplying Lender (rather than being required to reimburse or indemnify the Receiving Lender in respect of that consideration): (A) (where the Supplying Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to the Supplying Lender (at the same time as paying that amount) an additional amount equal to the amount of such VAT. The Receiving Lender must (where this paragraph (ii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender receives from the relevant tax authority which the Receiving Lender reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Receiving Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Receiving Lender, pay to the Receiving Lender an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender 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 party to reimburse or indemnify a Recipient for any cost or expense, that party must reimburse and indemnify (as the case may be) the Recipient for the full amount of such cost or expense, including that part which represents VAT, except to the extent that the Recipient reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iv) Any reference in this clause (g) g (Value Added Taxes) to any party will, at any time when that party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 Act 1994 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added tax). (v) In relation to any supply made by a Recipient to any party under a Loan Document, if reasonably requested by such Recipient, that party must promptly provide such Recipient with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (ia) All amounts expressed to be payable under a Loan Finance Document by any Borrower Party to a Lender Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Borrower Party under a Loan Document, Finance Document and such Lender Finance Party is required to account to the relevant tax authority for the VAT, that Borrower Party must pay to such Lender Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that BorrowerParty). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “Supplying LenderSupplier”) to any other Lender Finance Party (the “Receiving LenderRecipient”) under a Loan Finance Document, and any party Party other than the Receiving Lender Recipient (the “Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the Supplying Lender Supplier (rather than being required to reimburse or indemnify the Receiving Lender Recipient in respect of that consideration): (Ai) (where the Supplying Lender Supplier is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must also pay to the Supplying Lender Supplier (at the same time as paying that amount) an additional amount equal to the amount of such the VAT. The Receiving Lender Recipient must (where this paragraph (iii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender Recipient receives from the relevant tax authority which the Receiving Lender Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Receiving Lender Recipient is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must promptly, following demand from the Receiving LenderRecipient, pay to the Receiving Lender Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Recipient Finance Party for any cost costs or expenseexpenses, that party Party must reimburse also at the same time pay and indemnify (as the case may be) Finance Party against all value added tax or any other Tax of a similar nature incurred by the Recipient for the full amount Finance Party in respect of such cost these costs or expense, including that part which represents VAT, except expenses but only to the extent that the Recipient reasonably Finance Party (acting reasonably) determines that neither it nor any other member of any group of which it is a member for value added tax purposes is entitled to credit or repayment from the relevant tax authority in respect of that VATthe Tax. (iv) Any reference in this clause (g) (Value Added Taxes) to any party will, at any time when that party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added tax). (v) In relation to any supply made by a Recipient to any party under a Loan Document, if reasonably requested by such Recipient, that party must promptly provide such Recipient with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (i) All amounts expressed to be payable under a Loan Document by any Borrower to a Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below(ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Borrower under a Loan Document, and such Lender is required to account to the relevant tax authority for the VAT, that Borrower must pay to such Lender (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Borrower).75 (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “Supplying Lender”) to any other Lender (the “Receiving Lender”) under a Loan Document, and any party other than the Receiving Lender (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 Supplying Lender (rather than being required to reimburse or indemnify the Receiving Lender in respect of that consideration): ): (A) (where the Supplying Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to the Supplying Lender (at the same time as paying that amount) an additional amount equal to the amount of such VAT. The Receiving Lender must (where this paragraph (iiii)(ii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender receives from the relevant tax authority which the Receiving Lender reasonably determines relates to the VAT chargeable on that supply; and and (B) (where the Receiving Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Receiving Lender, pay to the Receiving Lender an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender 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 party to reimburse or indemnify a Recipient for any cost or expense, that party must reimburse and indemnify (as the case may be) the Recipient for the full amount of such cost or expense, including that part which represents VAT, except to the extent that the Recipient reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iv) Any reference in this clause (g) (Value Added Taxesg (Value Added Taxes) to any party will, at any time when that party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added tax). (v) In relation to any supply made by a Recipient to any party under a Loan Document, if reasonably requested by such Recipient, that party must promptly provide such Recipient with details of that partyparty'sparty’s VAT registration and such other information as is reasonably requested in connection with such RecipientRecipient'sRecipient’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (ia) All amounts set out or expressed to be payable under a Loan Liquidity Document by any Borrower the Issuer to a Lender the Liquidity Facility Provider which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is or becomes chargeable on that supply, and accordingly, subject to paragraph (ii) below, accordingly if VAT is or becomes chargeable on any supply made by the Liquidity Facility Provider to the Issuer under any Lender to any Borrower under a Loan Document, Liquidity Document and such Lender the Liquidity Facility Provider is required to account to the relevant tax authority for the VAT, that Borrower the Issuer must pay to such Lender the Liquidity Facility Provider (in addition to and at the same time as paying the consideration for such supplyconsideration) an amount equal to the amount of the VAT (and such Lender the Liquidity Facility Provider must promptly provide an appropriate VAT invoice to that Borrowerthe Issuer). (iib) If VAT is or becomes chargeable on any supply made by any Lender (Where a Liquidity Document requires the “Supplying Lender”) to any other Lender (the “Receiving Lender”) under a Loan Document, and any party other than the Receiving Lender (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 Supplying Lender (rather than being required Issuer to reimburse or indemnify the Receiving Lender in respect of that consideration): (A) (where the Supplying Lender is the person required to account to the relevant tax authority Liquidity Facility Provider for the VAT)any costs or expenses, the Relevant Party Issuer must also pay to the Supplying Lender (at the same time as paying that amount) an additional amount equal to reimburse and indemnify the amount Liquidity Facility Provider against all VAT incurred by the Liquidity Facility Provider in respect of such VAT. The Receiving Lender must (where this paragraph (ii) applies) promptly pay to the Relevant Party an amount equal to any credit costs or repayment the Receiving Lender receives from the relevant tax authority which the Receiving Lender reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Receiving Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Receiving Lender, pay to the Receiving Lender an amount equal to the VAT chargeable on that supply expenses but only to the extent that the Receiving Lender reasonably Liquidity Facility Provider (acting reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that the VAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Recipient for any cost or expense, that party must reimburse and indemnify (as the case may be) the Recipient for the full amount of such cost or expense, including that part which represents VAT, except to the extent that the Recipient reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ivc) Any reference in this clause (g) (Value Added Taxes) Clause to any party willshall, at any time when that such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added tax(or as implemented by a Member State)). (v) In relation to any supply made by a Recipient to any party under a Loan Document, if reasonably requested by such Recipient, that party must promptly provide such Recipient with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (ia) All amounts expressed Any VAT payable with respect to the Transactions shall, as between the Sellers and Purchasers, be payable under by the Purchasers. The Purchaser shall, within 10 days of a Loan Document written demand being made by any Borrower Seller (such demand being accompanied by a valid VAT tax invoice issued by Seller to Purchaser and reasonable evidence of Seller’s liability to account for such VAT), pay to Seller the amount of VAT payable in respect of such Transaction. If the relevant Tax Authorities subsequently determine that a supply should have been exempt, subject to a Lender which reduced rate of VAT or zero-rated for VAT purposes, either as the supply of a going concern or pursuant to Article 56 of the European Union Directive on VAT, or pursuant to any other applicable Law, Seller shall repay to Purchaser the amount of any VAT previously paid by Purchaser. (in whole b) If Purchaser reasonably determines that any portion of the Transactions meets the requirements for VAT exemption or in part) constitute the consideration for any supply zero-rating for VAT purposes as the supply of a going concern, or pursuant to Article 56 of the European Union Directive on VAT, or pursuant to any other applicable Law, then the provisions of Section 1.2(a) shall not apply and instead Sellers agree that the Transactions are deemed exempt or zero-rated (as applicable) for VAT purposes. If it later is determined by any Taxing Authority that any portion of the Transactions are subject to VAT, the VAT will, as between the relevant Seller and Purchasers, be exclusive of any VAT which is chargeable on that supplypayable by the Purchaser, and accordinglyPurchaser shall, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply immediately upon written demand made by any Lender Seller (such demand being accompanied by a valid VAT tax invoice issued by relevant Seller to any Borrower under a Loan Document, and such Lender is required Purchaser reasonable evidence of Seller’s liability to account to for such VAT), pay or cause the relevant tax authority for the VAT, that Borrower must Purchaser to pay to such Lender (in addition to and at the same time as paying the consideration for such supply) an amount equal to Seller the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Borrower). (ii) If VAT is or becomes chargeable on any supply made by any Lender (the “Supplying Lender”) to any other Lender (the “Receiving Lender”) under a Loan Document, and any party other than the Receiving Lender (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 Supplying Lender (rather than being required to reimburse or indemnify the Receiving Lender payable in respect of that consideration): (A) (where the Supplying Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to the Supplying Lender (at the same time as paying that amount) an additional amount equal to the amount of such VAT. The Receiving Lender must (where this paragraph (ii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender receives from the relevant tax authority which the Receiving Lender reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Receiving Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Receiving Lender, pay to the Receiving Lender an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender 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 party to reimburse or indemnify a Recipient for any cost or expense, that party must reimburse and indemnify (as the case may be) the Recipient for the full amount of such cost or expense, including that part which represents VAT, except to the extent that the Recipient reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iv) Any reference in this clause (g) (Value Added Taxes) to any party will, at any time when that party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC portion of the European Union on the common system of value added tax)Transaction. (v) In relation to any supply made by a Recipient to any party under a Loan Document, if reasonably requested by such Recipient, that party must promptly provide such Recipient with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (ia) All amounts expressed to be payable under a Loan an Interim Finance Document by any Borrower party to a Lender an Interim Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supply, such supply or supplies and accordingly, subject to paragraph (iib) below, below if VAT is or becomes chargeable on any supply or supplies made by any Lender Interim Finance Party to any Borrower under a Loan party in connection with an Interim Finance Document, and such Lender Interim Finance Party is required to account to the relevant tax authority for the VAT, that Borrower must party shall pay to such Lender the Interim Finance Party (in addition to and at the same time as paying the consideration for such supplythat supply or supplies) an amount equal to the amount of the VAT (and upon such Lender must promptly provide Interim Finance Party providing an appropriate VAT invoice to that Borrowersuch party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Interim Finance Party (the “Supplying Lender”Supplier) to any other Lender Interim Finance Party (the “Receiving Lender”Recipient) under a Loan an Interim Finance Document, and any party other than the Receiving Lender Recipient (the “Relevant Party”) is required by the terms of any Loan Interim Finance Document to pay an amount equal to the consideration for that supply to the Supplying Lender Supplier (rather than being required to reimburse or indemnify the Receiving Lender Recipient in respect of that consideration): (Ai) (where the Supplying Lender Supplier is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must also pay to the Supplying Lender Supplier (at the same time as paying that amount) an additional amount equal to the amount of such the VAT. The Receiving Lender Recipient must (where this paragraph (iii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender Recipient receives from the relevant tax authority which the Receiving Lender Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Receiving Lender Recipient is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must promptly, following demand from the Receiving LenderRecipient, pay to the Receiving Lender Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan an Interim Finance Document requires any party to reimburse or indemnify a Recipient an Interim Finance Party for any cost costs or expenseexpenses, that party must shall reimburse and or indemnify (as the case may be) the Recipient for Interim Finance Party against any VAT incurred by the full amount Interim Finance Party in respect of such cost the costs or expenseexpenses, including that part which represents VAT, except to the extent that the Recipient Interim Finance Party reasonably determines that neither it nor any group of which it is a member for VAT purposes is entitled to credit or receive repayment in respect of the VAT from the relevant tax authority in respect of that VATauthority. (ivd) Any reference in this clause (g) (Value Added Taxes) Clause 9.7 to any party willshall, at any time when that such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union on or any other similar provision in any jurisdiction which is not a member state of the common system European Union)) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of value added taxwhich that party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (ve) In relation to any supply made by a Recipient an Interim Finance Party to any party under a Loan an Interim Finance Document, if reasonably requested by such RecipientInterim Finance Party, that party must promptly provide such Recipient Interim Finance Party with details of that party’s 's VAT registration and such other information as is reasonably requested in connection with such Recipient’s Interim Finance Party's VAT reporting requirements in relation to such supply.

Value Added Taxes. (ia) All amounts set out or expressed to be payable under a Loan Finance Document by any Borrower Party to a Lender Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is or becomes chargeable on that such supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Borrower Party under a Loan Document, Finance Document and such Lender that Finance Party is required to account to the relevant tax authority for the VAT, that Borrower must Party shall pay to such Lender Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Borrowersuch Party). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “Supplying LenderSupplier”) to any other Lender Finance Party (the “Receiving LenderRecipient”) under a Loan Finance Document, and any party Party other than the Receiving Lender Recipient (the “Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the Supplying Lender Supplier (rather than being required to reimburse or indemnify the Receiving Lender Recipient in respect of that consideration): (Ai) (where the Supplying Lender Supplier is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must also pay to the Supplying Lender Supplier (at the same time as paying that amount) an additional amount equal to the amount of such the VAT. The Receiving Lender Recipient must (where this paragraph (iii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender Recipient receives from the relevant tax authority which the Receiving Lender Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Receiving Lender Recipient is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must promptly, following demand from the Receiving LenderRecipient, pay to the Receiving Lender Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Recipient Finance Party for any cost or expense, that party must Party shall reimburse and or indemnify (as the case may be) the Recipient such Finance Party for the full amount of such cost or expense, including that such part which thereof as represents VAT, except save to the extent that the Recipient such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of that VATauthority. (ivd) Any reference in this clause (g) (Value Added Taxes) Clause 12.6 to any party willParty shall, at any time when that party Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that group person who is treated at that time as making the supply, or (as appropriate) receiving the term “representative member” to have supply, under the same meaning as grouping rules (provided for in the Value Added Tax Xxx 0000 Article 11 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union on Union) so that a reference to a Party shall be construed as a reference to that Party or the common system relevant group or unity (or fiscal unity) of value added taxwhich that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). (ve) In relation to any supply made by a Recipient Finance Party to any party Party under a Loan Finance Document, if reasonably requested by such RecipientFinance Party, that party Party must promptly provide such Recipient Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such RecipientFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (ia) All amounts expressed to be payable under a Loan Bridge Finance Document by any Borrower Party to a Lender Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysupply and, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Borrower Party under a Loan Document, Bridge Finance Document and such Lender Finance Party is required to account to the relevant tax authority for the VAT, that Borrower Party must pay to such Lender Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that BorrowerParty). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “Supplying Lender”"Supplier") to any other Lender Finance Party (the “Receiving Lender”"Recipient") under a Loan Finance Document, and any party Party other than the Receiving Lender Recipient (the “"Relevant Party”") is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the Supplying Lender Supplier (rather than being required to reimburse or indemnify the Receiving Lender Recipient in respect of that consideration): (Ai) (where the Supplying Lender Supplier is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must also pay to the Supplying Lender Supplier (at the same time as paying that amount) an additional amount equal to the amount of such the VAT. The Receiving Lender Recipient must (where this paragraph (iii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender Recipient receives from the relevant tax authority which the Receiving Lender Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Receiving Lender Recipient is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must promptly, following demand from the Receiving LenderRecipient, pay to the Receiving Lender Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Bridge Finance Document requires any party Party to reimburse or indemnify a Recipient Finance Party for any cost or expense, that party must Party shall reimburse and or indemnify (as the case may be) the Recipient such Finance Party for the full amount of such cost or expense, including that such part which thereof as represents VAT, except save to the extent that the Recipient such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of that VATauthority. (ivd) Any reference in this clause (g) (Value Added Taxes) Clause 6.6 to any party willParty shall, at any time when that party such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member person who is treated as making the supply or (as appropriate) receiving the supply, under the grouping rules as provided for in Article 11 of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of (or as implemented by a Member State) or the European Union on the common system of value added taxValue Added Tax Act 1994, as may be amended or substituted from time to time). (ve) In relation to any supply made by a Recipient Finance Party to any party Party under a Loan Bridge Finance Document, if reasonably requested by such RecipientFinance Party, that party Party must promptly provide such Recipient Finance Party with details of that partyParty’s VAT registration and such other information as is reasonably requested in connection with such RecipientFinance Party’s VAT reporting requirements in relation to such supply.

Value Added Taxes. (i) All amounts expressed to be payable under a Loan Document by any Borrower to a Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes this Agreement are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph value added taxes or similar taxes (ii"VAT") below, if VAT is levied or becomes chargeable on any supply made assessed by any Lender to any Borrower under a Loan Document, and such Lender taxing authority. If Mercero is required to account to the relevant tax authority for the VAT, that Borrower Customer must pay to such Lender Mercero (in addition to and at the same time as paying the any other consideration for such supplythe Services) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT, subject to Mercero providing a valid VAT invoice to that Borrower). (ii) If Customer. Where VAT is or becomes chargeable required to be withheld by Customer on any supply payments made by any Lender (to Mercero, the “Supplying Lender”) amount payable to any other Lender (Mercero shall be grossed up so that Mercero receives the “Receiving Lender”) under a Loan Document, and any party other than the Receiving Lender (the “Relevant Party”) same amount as if such VAT withholding had not applied. Where Customer is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplying Lender (rather than being required to reimburse or indemnify any expenses of Mercero, such reimbursement shall be treated for VAT purposes as part of the Receiving Lender in respect of that consideration): (A) (where the Supplying Lender is the person required to account to the relevant tax authority consideration payable for the VAT), the Relevant Party must also pay to the Supplying Lender (at the same time as paying that amount) an additional amount equal to the Services by Xxxxxxx and shall not include any amount of such VAT. The Receiving Lender must (where this paragraph (ii) applies) promptly pay VAT invoiced to Mercero unless the Relevant Party an amount equal to any credit or repayment the Receiving Lender receives from the relevant tax authority which the Receiving Lender reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Receiving Lender is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following demand from the Receiving Lender, pay to the Receiving Lender an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender reasonably determines Mercero notifies Customer that it is not entitled to credit or repayment of that invoiced VAT from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any party to reimburse or indemnify a Recipient for any cost or expense, that party must reimburse and indemnify (as the case may be) the Recipient for the full amount of such cost or expense, including that part which represents VAT, except to the extent that the Recipient reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iv) Any reference in this clause (g) (Value Added Taxes) to any party will, at any time when that party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added tax). (v) authority. In relation to any supply made Services provided by a Recipient Mercero to any party Customer under a Loan Documentthis Agreement, if reasonably requested by such RecipientMercero, that party Customer must promptly provide such Recipient Mercero with details of that party’s the Customer's VAT registration and such other information as is reasonably requested in connection with such RecipientXxxxxxx’s VAT reporting requirements in relation to such supplyServices. It is Xxxxxxx’s understanding that, in line with the nature of the Services, Customer will be using the Services only for enterprise (business) purposes. Should any tax authority provide notification to that VAT was applied by Mercero in error, then: (a) Mercero shall without unreasonable delay provide Customer with a valid credit note; and (b) if the VAT applied in error was paid by Customer, Mercero shall, without unreasonable delay, repay to Customer any such VAT after obtaining a VAT credit or otherwise receiving a refund of such VAT from the tax authority for the VAT that was charged in error, subject to the reasonable cooperation of Customer in ensuring that, where reasonably possible, Xxxxxxx will be able to apply for the refund. If VAT, GST, and other applicable indirect taxes were not charged but subsequently it is found that they should have been charged or such taxes are assessed and agreed with the relevant tax authority as being due on the consideration, the relevant taxes due will be paid upon presentation of a valid invoice and under the conditions that Customer has been notified of the assessment within a reasonable time. Any penalties or late payment interest related to the incorrect application of the VAT, GST, or other applicable indirect tax legislation shall be due by the party who is liable for the tax under the applicable law.

Value Added Taxes. (ia) All amounts set out in, or expressed to be payable under under, a Loan Finance Document by any Borrower Party to a Lender Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is or becomes chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Borrower Party under a Loan Document, Finance Document and such Lender the Finance Party is required to account to the relevant tax authority for the VAT, that Borrower Party must pay to such Lender the Finance Party (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that BorrowerParty). (iib) If VAT is or becomes chargeable on any supply made by any Lender Finance Party (the “Supplying LenderSupplier”) to any other Lender Finance Party (the “Receiving LenderRecipient”) under a Loan Finance Document, and any party Party other than the Receiving Lender Recipient (the “Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the Supplying Lender Supplier (rather than being required to reimburse or indemnify the Receiving Lender Recipient in respect of that consideration): (Ai) (where the Supplying Lender Supplier is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must also pay to the Supplying Lender Supplier (at the same time as paying that amount) an additional amount equal to the amount of such the VAT. The Receiving Lender Recipient must (where this paragraph subparagraph (iii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiving Lender Recipient receives from the relevant tax authority which the Receiving Lender Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Receiving Lender Recipient is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must promptly, following demand from the Receiving LenderRecipient, pay to the Receiving Lender Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Recipient Finance Party for any cost costs or expenseexpenses, that party Party must also at the same time reimburse and indemnify (as the case may be) the Recipient for Finance Party against all VAT incurred by the full amount Finance Party in respect of such cost costs or expense, including that part which represents VAT, except expenses but only to the extent that the Recipient reasonably Finance Party (reasonably) determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that the VAT. (ivd) Any reference in this clause (g) (Value Added Taxes) Clause 11.7 to any party Party will, at any time when that party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of that group at that time (the term “representative member” to have the same meaning as in the Value Added Tax Xxx 0000 of England and Wales or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC (or as implemented by a member state of the European Union on Union) or any other similar provision in any jurisdiction which is not a member state of the common system of value added taxEuropean Union). (ve) In relation to If VAT is chargeable on any supply made by a Recipient Finance Party to any party Party under a Loan DocumentFinance Document then, if reasonably requested by such Recipientthe Finance Party, that party the Party must promptly provide such Recipient with give the Finance Party details of that party’s its VAT registration number and such any other information as is reasonably requested in connection with such Recipientthe Finance Party’s VAT reporting requirements in relation to such for the supply.

Value Added Taxes. (iA) All amounts expressed to be payable under a Loan an Interim Document by a Party to any Borrower to a Lender Interim Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject . Subject to paragraph (iiC) below, if VAT is or becomes chargeable on any supply made by any Lender Interim Finance Party to any Borrower Party under a Loan Document, an Interim Document and such Lender Interim Finance Party is required to account to the relevant tax authority for the VAT, that Borrower the Party must pay to such Lender the Interim Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must that VAT. Such Interim Finance Party shall promptly provide an appropriate VAT invoice to that Borrower)such Party. (iiB) Where an Interim Document requires any Party to reimburse or indemnify an Interim Finance Party for any costs or expenses, that Party shall reimburse or indemnify (as the case may be) such Interim Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Interim Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (C) If VAT is or becomes chargeable on any supply made by any Lender Interim Finance Party (the “Supplying LenderSupplier”) to any other Lender Interim Finance Party (the “Receiving LenderRecipient”) under a Loan an Interim Document, and any party Party other than the Receiving Lender Recipient (the “Relevant Party”) is required by the terms of any Loan Interim Document to pay an amount equal to the consideration for that such supply to the Supplying Lender Supplier (rather than being required to reimburse or indemnify the Receiving Lender Recipient in respect of that consideration): (Ai) (where the Supplying Lender Supplier is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must shall also pay to the Supplying Lender Supplier (at the same time as paying that amount) an additional amount equal to the amount of such VAT. The Receiving Lender Recipient must (where this paragraph (iii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment received by the Receiving Lender receives Recipient from the relevant tax authority which the Receiving Lender Recipient reasonably determines relates to the VAT chargeable on that supplyis in respect of such VAT; and (Bii) (where the Receiving Lender Recipient is the person required to account to the relevant tax authority for the VAT), ) the Relevant Party must promptly, following demand from the Receiving LenderRecipient, pay to the Receiving Lender Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Receiving Lender 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 party to reimburse or indemnify a Recipient for any cost or expense, that party must reimburse and indemnify (as the case may be) the Recipient for the full amount of such cost or expense, including that part which represents VAT, except to the extent that the Recipient reasonably determines that it is entitled to credit or repayment from the relevant tax authority in respect of that VAT. (ivD) Any reference in this clause (g) (Value Added Taxes) Clause 9.8 to any party willParty shall, at any time when that party such Party is treated as a member of a group or unity for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of that such group or unity at that such time (the term “representative member” to have the same meaning as in the United Kingdom Value Added Tax Xxx 0000 of England and Wales Act 1994 or in the relevant legislation of any other relevant jurisdiction having implemented Council Directive 2006/112/EC of the European Union on the common system of value added taxVAT or such equivalent concept as may be provided under equivalent legislation of another jurisdiction). (vE) In relation to any supply made by a Recipient an Interim Finance Party to any party Party under a Loan an Interim Document, if reasonably requested by such RecipientInterim Finance Party, that party Party must promptly provide such Recipient Interim Finance Party with details of that party’s Party's VAT registration and such other information as is reasonably requested in connection with such Recipient’s Interim Finance Party's VAT reporting requirements in relation to such supply.