Common use of VAT Clause in Contracts

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified 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 indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof of it as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(gClause 12.6 (VAT) to any Loan Party shall, at any time when such Loan that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of such that group or unity at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 8.11.1 Save where expressly provided to the contrary: (i) All amounts expressed , all payments made under this Agreement and the other Transaction Documents are calculated without regard to be payable under a Loan Document by VAT. If any Loan Party to a Secured Party which (in such payment constitutes the whole or in part) constitute any part of the consideration for any supply for VAT purposes are a taxable or deemed to be exclusive of any VAT which is chargeable on that taxable supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made the amount of that payment shall be increased by any Lender to any Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of VAT which is chargeable in respect of the VAT (and such Lender must promptly provide taxable supply in question against delivery of an appropriate VAT invoice provided that the Lessor shall not be liable to pay an amount in respect of VAT until such time as, and to the extent that Loan Party). it (iior any member of its VAT group which is the representative member (or equivalent) If of such VAT is or becomes chargeable on any supply made by any Secured Party group for VAT purposes (the “SupplierRepresentative Member”)) to receives a credit for such VAT as “input tax”, as defined in sub-section (1) of section 24 of VATA, under sections 25 and 26 of VATA (or the equivalent in any other Secured Party (the “Specified Recipient”) under a Loan Document, and any Loan Party jurisdiction other than the Specified Recipient (United Kingdom), in which case such payment shall be made as soon as practicable after the “Relevant Party”) credit is required received. 8.11.2 If any amount in respect of VAT paid by the terms Lessor or the Representative Member pursuant to this Agreement or any of the Transaction Documents at any time shall be Irrecoverable VAT the Lessee shall forthwith on demand by the Lessor indemnify the Lessor and keep the Lessor fully indemnified at all times against such Irrecoverable VAT provided that if the Lessor determines that such Irrecoverable VAT subsequently proves to be recoverable and to the extent that no adjustment has been made in the calculation of such Irrecoverable VAT pursuant to the proviso in the definition of “Irrecoverable VAT”, the Lessor shall pay to the Lessee such amount, if any, as the Lessor shall determine will leave the Lessor in no better and no worse a position than the Lessor would have been in if no payment had been made by the Lessee to the Lessor under this clause 8.11. 8.11.3 If the Lessor makes any supply for VAT purposes pursuant to or in connection with this Agreement or any of the other Transaction Documents or any transaction or document contemplated herein or therein, the Lessee shall (save to the extent that the Lessor is entitled to be indemnified in respect of that VAT by an increased payment under clause 8.11.1 above) at such time as the Lessor certifies to the Lessee that any amount of VAT payable in respect of that supply has not been paid to the Lessor and having duly accounted for such VAT to HMRC at the correct time and having duly claimed bad debt relief in respect of that VAT the Lessor either has not or has not fully received such relief, pay on demand to the Lessor an amount equal to the aggregate of any Loan Document VAT which is payable in respect of that supply and has not been the subject of bad debt relief together with interest on an amount equal to any VAT payable in respect of the supply at LIBOR ascertained in respect of the date on which such VAT was accounted for to HMRC for the period from that date until the date of the Lessor’s certificate or the date upon which bad debt relief is received, provided that if an amount in respect of bad debt relief is subsequently recovered by the Lessor or the Representative Member which is attributable to VAT in respect of which the Lessee has made a payment under this clause 8.11.3 the Lessor shall, or shall procure that the Representative Member shall, pay an amount equal to the consideration for that supply such recovery to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only Lessee to the extent that such payment will not prejudice the Specified 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 to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect retention of such VAT from the relevant tax authoritybad debt relief. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party the Administrative Agent or any 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 the Administrative Agent or any Lender to any Loan Party under a Loan Document and the Administrative Agent or such Secured Party Lender is required to account to the relevant tax authority for the VAT, that Loan Party must pay to the Administrative Agent or such Secured Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender party must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by the Administrative Agent or any Secured Party Lender (the “Supplier”) to any other Secured Party (the “Specified Recipient”) a Recipient under a Loan Document, and any Loan Party other than the Specified 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 indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party the Administrative Agent or any Lender for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) the Administrative Agent or such Lender (as the case may be) for the full amount of such cost or expense, including such part thereof as represents VAT, save VAT but only to the extent that such Secured Loan Party reasonably determines that it is not entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(gparagraphs (i) through (iii) and (v) below to any Loan Party shall, at any time when such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Loan Party shall be construed as a reference to that Loan Party or the relevant group or unity (or fiscal unity) of which that Loan Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (v) In relation to any supply made by a Secured Party the Administrative Agent or any Lender to any Loan Party under a Loan Document, if reasonably requested by the Administrative Agent or such Lender, that Loan Party must promptly provide the Administrative Agent or such Secured Party Lender with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with the Administrative Agent’s or such Secured PartyLender’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party party to a Secured Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iiSection 8.04(m)(ii) below, if VAT is or becomes chargeable on any supply made by any Lender Recipient to any Loan Party party under a Loan Document and such Secured Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party party must pay to such Secured Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Recipient must promptly provide an appropriate a valid VAT invoice to that Loan Partyparty). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Recipient (the “Supplier”) to any other Secured Party Recipient (the “Specified VAT Recipient”) under a Loan Document, and any Loan Party party other than the Specified VAT 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 indemnify the Specified VAT Recipient in respect of that consideration): (A1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified VAT Recipient must (where this paragraph (A1) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified VAT Recipient receives from the relevant tax authority which the Specified VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the Specified VAT Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified VAT Recipient, pay to the Specified VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified VAT 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 Secured Party Recipient for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such Lender Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party 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 2.03(g8.04(m) to any Loan Party party to this Agreement shall, at any time when such Loan Party party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of such group at such time (the term “representative member” to have European Union) or any other similar provision in any jurisdiction which is not a member state of the same meaning as in the Value Added Tax Act 1994European Union). (v) In relation to any supply made by a Secured Party Recipient to any Loan Party party under a Loan Document, if reasonably requested by such LenderRecipient, that Loan Party party must promptly provide such Secured Party Recipient with details of that Loan Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyRecipient’s VAT reporting requirements in relation to such supply. (vi) Neither the Administrative Agent nor any Lender shall waive any applicable VAT exemption on any service rendered to a Borrower under any Loan or Loan Document without the prior written consent of such Borrower (which consent shall not be unreasonably withheld); it being understood that this Section 8.04(m)(vi) shall not affect the right of the Administrative Agent or any Lender to compensation under Section 8.03(b) in respect of any increased costs attributable to additional VAT resulting from a Change in Law after the Effective Date (including where any applicable VAT exemption may be waived when there was no such waiver permitted under the laws of the jurisdiction in question on the Effective Date).

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured 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 supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Document and such Secured Finance Document, that Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 13 to the contrary: (ia) All amounts expressed to be payable under a Loan Note Document by the Issuer or any Loan Party Guarantor to a Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Holder to the Issuer or any Loan Party Guarantor under a Loan Note Document and such Secured Party is required to account to the relevant tax authority for the VAT, that Loan Party the Issuer or applicable Guarantor must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Holder must promptly provide an appropriate VAT invoice to that Loan Partythe Issuer or applicable Guarantor). (iib) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under a Loan Note Document, and the Issuer or any Loan Party Guarantor other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Note Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A1) (where the Supplier is the person Person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A1) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the Specified Recipient is the person Person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Note Document requires the Issuer or any Loan Party Guarantor to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party the Issuer or applicable Guarantor shall reimburse or indemnify (as the case may be) such Lender Holder for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) 13.6 to the Issuer or any Loan Party Guarantor shall, at any time when such Loan Party Person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (ve) In relation to any supply made by a Secured Party to the Issuer or any Loan Party Guarantor under a Loan Note Document, if reasonably requested by such LenderHolder, that Loan Party the Issuer or applicable Guarantor must promptly provide such Secured Party with details of that Loan Partythe Issuer or applicable Guarantor’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a any Loan Document by any Loan Party party to any Agent or a Secured Party Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iiSection 3.03(b) below, if VAT is or becomes chargeable on any supply made by any an Agent or a Lender to any Loan Party party under a any Loan Document and the such Secured Party Agent or such Lender is required to account to the relevant tax authority for the VAT, that Loan Party party must pay to such Secured Party Agent or such Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such an Agent or Lender concerned must promptly provide an appropriate VAT invoice to that Loan Partyparty). (iib) If VAT is or becomes chargeable on any supply made by any Secured Party an Agent or a Lender (the “Supplier”) to any Agent or any other Secured Party Lender (the “Specified RecipientReceiver”) under a any Loan Document, and any Loan Party party other than the Specified Recipient Receiver (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 indemnify the Specified Recipient Receiver in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient Receiver must (where this paragraph (ASection 3.03(b)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient Receiver receives from the relevant tax authority which the Specified Recipient Receiver reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient Receiver is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must promptly, following demand from the Specified RecipientReceiver, pay to the Specified Recipient Receiver an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient Receiver reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a any Loan Document requires any Loan Party party to reimburse or indemnify any Agent or a Secured Party Lender for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such Agent or such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Agent or such Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(gSections 3.03(a)-(d) to any Loan Party party shall, at any time when such Loan 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 person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (ve) In relation to any supply made by a Secured Party party to any Loan Party other party under a any Loan Document, if reasonably requested by such Lenderparty, that Loan Party other party must promptly provide such Secured Party party with details of that Loan Party’s other party's VAT registration and such other information as is reasonably requested in connection with such Secured Partyparty’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a any Loan Document by any Loan Party to a Secured 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 (iiSection 3.01(i)(ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a any Loan Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified VAT Recipient”) under a any Loan Document, and any Loan Party other than the Specified 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 indemnify the Specified VAT Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified VAT Recipient must (where this paragraph subclause (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified VAT Recipient receives from the relevant tax authority which the Specified VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified VAT Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified VAT Recipient, pay to the Specified VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified VAT 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 to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g3.01(i) to any Loan Party shall, at any time when such Loan 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 person who is treated as making the supply, or (as appropriate) receiving the term “representative member” to have supply under the same meaning as in the Value Added Tax Act 1994)grouping rules. (v) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 AbbVie and Allergan consider that any amounts payable hereunder do not represent consideration for a taxable supply. If and to the contraryextent that any relevant Tax Authority determines that any AbbVie Reimbursement Payment is consideration for a taxable supply and that Allergan (or any member of a VAT Group of which Allergan is a member) is liable to account to a Tax Authority for VAT in respect of such supply and such VAT is Irrecoverable VAT, then: (ia) All amounts expressed to the AbbVie Reimbursement Payment shall be payable under a Loan Document by any Loan Party to a Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT and any VAT shall be due and payable by Allergan or the relevant member of a VAT Group of which Allergan is chargeable on that supplya member to a Tax Authority in addition to the AbbVie Reimbursement Payment, and accordingly, in accordance with applicable VAT Law (subject to paragraph the provisions of Section 3.4(b) and (iic) below); (b) the sum of the total amount payable by Allergan by way of any AbbVie Reimbursement Payment, if together with any Irrecoverable VAT arising in respect of the supply for which the AbbVie Reimbursement Payment is consideration (“Allergan Irrecoverable VAT”), shall not exceed the Cap and the total amount of the AbbVie Reimbursement Payment shall be reduced to ensure such; and (c) to the extent that Allergan has already paid amounts in respect of any AbbVie Reimbursement Payment the sum of which, when combined with any Allergan Irrecoverable VAT, exceeds the Cap, AbbVie shall repay to Allergan, by way of a reduction in the amount of the AbbVie Reimbursement Payment, an amount necessary to ensure that the sum of the total remaining AbbVie Reimbursement Payment combined with any Allergan Irrecoverable VAT arising in connection with such does not exceed the Cap. AbbVie shall (and shall procure that any applicable member of the AbbVie Group shall) accommodate any reasonable action that Allergan requests, in writing and without delay, to avoid, dispute, defend, resist, appeal or becomes chargeable on compromise any determination of a Tax Authority that the AbbVie Reimbursement Payment is consideration for a taxable supply made by for VAT purposes and/or that Allergan or any Lender to any Loan Party under a Loan Document and such Secured Party member of the Allergan Group is required liable to account to the relevant tax authority Tax Authority for the VAT, that Loan Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified 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 indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to supply and/or that all or any Loan Party shall, at any time when such Loan 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 part of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994)VAT is Irrecoverable VAT. (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 12.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party party to a Secured Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supplysupply and, and accordingly, subject to paragraph (iiSection 2.16(j)(ii)(B) below, if VAT is or becomes chargeable on any supply made by any Lender Recipient to any Loan Party party under a Loan Document and such Secured Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party party must pay to such Secured Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Recipient must promptly provide an appropriate VAT invoice to that Loan Partyparty). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Recipient (the “Supplier”) to any other Secured Party Recipient (the “Specified Other Recipient”) under a Loan Document, and any Loan Party party other than the Specified Other 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 indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Other Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Other Recipient receives from the relevant tax authority which the Specified Other Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Other Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Other Recipient, pay to the Specified Other Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Other 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 Secured Party Recipient for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such Lender Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party 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 2.03(g2.16(j) to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of such group at such time (the term “representative member” to have European Union or any other similar provision in any jurisdiction which is not a member state of the same meaning as in the Value Added Tax Act 1994European Union)). (v) In relation to any supply made by a Secured Party Recipient to any Loan Party party under a Loan Document, if reasonably requested by such LenderRecipient, that Loan Party party must promptly provide such Secured Party Recipient with details of that Loan Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyRecipient’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is or becomes chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Finance Document and such Secured that Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must shall pay to such Secured the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration):), (Ai) (where where, the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must will (where this paragraph (Ai) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the is in respect of such VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall also reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 16.8 to any Loan Party party shall, at any time when such Loan 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 such group at such time (the term “representative member” to have the same meaning Directive 2006/112/EC, or as in the Value Added Tax Act 1994implemented by a Member State). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s its VAT registration number and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) clause 15.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” member to have the same meaning as in the Value Added Tax Act 1994). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Recipient to any Loan Party under a Loan Document and such Secured Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Recipient must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Recipient (the “Supplier”) to any other Secured Party Recipient (the “Specified RecipientReceiving Party”) under a Loan Document, and any Loan Party other than the Specified Recipient Receiving Party (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 indemnify the Specified Recipient Receiving Party in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient Receiving Party must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient Receiving Party receives from the relevant tax authority which the Specified Recipient Receiving Party reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient Receiving Party is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified RecipientReceiving Party, pay to the Specified Recipient Receiving Party an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient Receiving Party 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 to reimburse or indemnify a Secured Party Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party 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 2.03(g3.01(g) to any Loan Party shall, at any time when such Loan 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 such group at such time (the term “representative member” to have the same meaning Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in the Value Added Tax Act 1994any other jurisdiction). (v) In relation to any supply made by a Secured Party Recipient to any Loan Party under a Loan Document, if reasonably requested by such LenderRecipient, that Loan Party must promptly provide such Secured Party Recipient with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyRecipient’s VAT reporting requirements in relation to such supply. (vi) For the avoidance of doubt, this Section 3.01(g) shall be subject to Sections 2.20 and 2.21.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured 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 supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Document and such Secured Finance Document, that Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”Supplier Party) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier Party (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier Party (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 14.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “"representative member” " to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 2.16 to the contrary: (ia) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Party to any Loan Party under a Loan Document and such Secured Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Lender Party (in addition to and at the same time as paying any other consideration for such supplysupply or, if later, on presentation of a valid VAT invoice) an amount equal to the amount of the VAT (and such Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Lender Party (the “Supplier”) to any other Secured Lender Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified 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 indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) 2.22 to any Loan Party shall, at any time when such Loan 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 such group at such time (the term “representative member” to have the same meaning Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in the Value Added Tax Act 1994any other jurisdiction). (ve) In relation to any supply made by a Secured Lender Party to any Loan Party under a Loan Document, if reasonably requested by such LenderLender Party, that Loan Party must promptly provide such Secured Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Lender Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) 12.6.1 All amounts expressed to be payable under a Loan Finance Document by any Loan Party or any Security Party to a Secured 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 (ii) belowClause 12.6.2, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party or any Security Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party or Security Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Partythe Borrowers). (ii) 12.6.2 If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Aa) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (AClause 12.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bb) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) 12.6.3 Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) 12.6.4 Any reference in this Section 2.03(g) Clause 12.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “"representative member” " to have the same meaning as in the English Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and upon such Lender must promptly provide Finance Party providing an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably and in good faith determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably and in good faith 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 Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably and in good faith determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(gClause 12.7 (VAT) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) (including, for the avoidance of doubt, in accordance with section 43 of the United Kingdom Value Added Tax Act 1994) so that reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be), or the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994)time. (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party party to a Secured Party Lender 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 sub-clause (ii) below, if VAT is or becomes chargeable on any supply or supplies made by any Lender to any Loan Party under party in connection with a Loan Document and such Secured Party Lender is required to account to the relevant tax authority for the VAT, that Loan Party party must pay to such Secured Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the that VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Partyparty). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Lender (the “Supplier”) to any other Secured Party Lender (the “Specified VAT Recipient”) under a Loan Document, and any Loan Party party other than the Specified VAT 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 indemnify the Specified VAT Recipient in respect of that consideration): (A1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified VAT Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified VAT Recipient receives from the relevant tax authority which the Specified VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts set out or expressed in a Loan Document to be payable under a Loan Document by any Loan Party to a Secured any Credit Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (ii) belowSection 2.17(k)(iii), if VAT is or becomes chargeable on any supply made by any Lender Credit Party to any Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VATDocument, that Loan Party must shall pay to such Secured the Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must the relevant Credit Party shall promptly provide an appropriate VAT invoice to that such Loan Party). (ii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Credit Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Credit Party for the full amount of such cost or expense, including such part as represents VAT, save to the extent that such Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (for purposes of this Section 2.17(k), the “Specified RecipientCustomer”) under a Loan Document, and any Loan Party party other than the Specified Recipient Customer (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 indemnify the Specified Recipient Customer in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient Customer must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient Customer receives from the relevant tax authority which the Specified Recipient Customer reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient Customer is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified RecipientCustomer, pay to the Specified Recipient Customer an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient Customer 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 to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g2.17(k) to any Loan Party or Relevant Party shall, at any time when such Loan Party or Relevant Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive of November 28, 2006 (2006/112/EC) (or as implemented by the relevant member state of the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Loan Party or Relevant Party shall be construed as a reference to that Loan Party or Relevant Party or the relevant group or unity (or fiscal unity) of which that Loan Party or Relevant Party is a member for VAT purposes at the relevant time or the relevant member (or head) of such group or unity (or fiscal unity) at such time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (v) In relation to any supply made by a Secured Credit Party to any Loan Party under a Loan Document, if reasonably requested by such LenderCredit Party, that Loan Party must promptly provide such Secured Credit Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Credit Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof of it as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(gClause 12.6 (VAT) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative any member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994)time. (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Credit Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Credit Party to any Loan Party under a Loan Document and such Secured Credit Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Credit Party must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Credit Party (the “Supplier”) to any other Secured Credit Party (the “Specified VAT Recipient”) under a Loan Document, and any Loan Party other than the Specified VAT 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 indemnify the Specified VAT Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified VAT Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified VAT Recipient receives from the relevant tax authority which the Specified VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified VAT Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified VAT Recipient, pay to the Specified VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified VAT 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 to reimburse or indemnify a Secured Credit Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Credit Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g2.17(h) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Credit Party to any Loan Party under a Loan Document, if reasonably requested by such LenderCredit Party, that Loan Party must promptly provide such Secured Credit Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Credit Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured Party which that (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 that is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (ii) belowClause 10.6(b), if VAT is or becomes chargeable on any supply made by any Lender Secured Party to any Loan Party Person under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VATFinance Document, that Loan Party must Person shall pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Secured Party shall promptly provide an appropriate VAT invoice to that Loan Partysuch Person). (iib) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party Person other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must ), such Person shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) promptly shall pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which that the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iiic) Where a Loan Finance Document requires any Loan Party Person to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party Person shall reimburse or indemnify (as the case may be) such Lender Secured Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authorityTaxing Authority. (ivd) Any reference in this Section 2.03(g) Clause 10.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof of it as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(gClause 12.6 (VAT) to any Loan Party shall, at any time when such Loan that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere)) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of such that group or unity at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof of it as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(gClause 12.6 (VAT) to any Loan Party shall, at any time when such Loan that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of such that group or unity at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a any Loan Document by any Loan Party to a Secured Party which any Recipient that (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which that is chargeable on that such supply, and accordingly, subject to paragraph (iiSection 7.7.8(b) below, if VAT is or becomes chargeable on any supply made by any Lender Recipient to any Loan Party under a Loan Document and such Secured Party Recipient is required to account to the relevant tax authority for the VAT, that such Loan Party must pay to such Secured Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must Recipient shall promptly provide an appropriate VAT invoice to that such Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Party Recipient (the “Supplier”) to any other Secured Party Recipient (the “Specified RecipientCustomer”) under a Loan Document, and any Loan Party party other than the Specified Recipient Customer (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 indemnify the Specified Recipient Customer in respect of that consideration): (Ai) (where Where the Supplier is the person Person required to account to the relevant tax authority for the VAT) , the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient Customer must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient Customer receives from the relevant tax authority which the Specified Recipient Customer reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where Where the Specified Recipient Customer is the person Person required to account to the relevant tax authority for the VAT) , the Relevant Party must promptly, following demand from the Specified RecipientCustomer, pay to the Specified Recipient Customer an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient Customer 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 Document requires any Loan Party to reimburse or indemnify a Secured Party Recipient for any cost or expense, that such Loan Party shall reimburse or indemnify (as the case may be) such Lender Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) 7.7.8 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the United Kingdom’s Value Added Tax Act 19941994 or applicable legislation in other jurisdictions having a similar effect). (ve) In relation to any supply made by a Secured Party Recipient to any Loan Party other Person under a Loan Document, if reasonably requested by such LenderRecipient, that Loan Party such other Person must promptly provide such Secured Party Recipient with details of that Loan Partysuch other Person’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyRecipient’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) 14.7.1 All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 (ii) Clause 14.7.2 below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (ii) 14.7.2 If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) 14.7.2.1 (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 Specified Recipient must (where this paragraph (A) Clause 14.7.2.1 applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) 14.7.2.2 (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) 14.7.3 Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) 14.7.4 In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) 12.6.1 All amounts expressed to be payable under a Loan Finance Document by any Loan Party or any Security Party to a Secured 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 (ii) belowClause 12.6.2, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party or any Security Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party or Security Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Partythe Borrowers). (ii) 12.6.2 If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Aa) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (AClause 12.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bb) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) 12.6.3 Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) 12.6.4 Any reference in this Section 2.03(g) Clause 12.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “"representative member” " to have the same meaning as in the Value Added Tax Act 1994). (v) 12.6.5 In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts set out or expressed in a Loan Document to be payable under a Loan Document by any Loan Party party to this Agreement (a Secured Party “Party”) to any Recipient which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (iiSection 2.17(i)(ii) below, if VAT is or becomes chargeable on any supply made by any Lender Recipient to any Loan Party under a Loan Document and such Secured Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party must shall pay to such Secured Party Recipient, as applicable, (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Recipient, as applicable, shall promptly provide an appropriate VAT invoice to that Loan such Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Recipient (the “Supplier”) to any other Secured Party Recipient (the “Specified VAT Recipient”) under a Loan Document, and any Loan Party other than the Specified VAT Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified VAT Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified VAT Recipient must (will, where this paragraph (ASection 2.17(i)(ii)(A) applies) , promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified VAT Recipient receives from the relevant tax authority which the Specified VAT Recipient reasonably determines relates to the VAT chargeable on that the supply; and (B) (where the Specified VAT Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall promptly, following demand from the Specified VAT Recipient, pay to the Specified VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified VAT 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 to reimburse or indemnify a Secured Party Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party the 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 2.03(g2.17(i) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (v) In relation to any supply made by a Secured Party Recipient to any Loan Party under a Loan Document, if reasonably requested by such LenderRecipient, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s its VAT registration and such other information as is reasonably requested in connection with such Secured PartyRecipient’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) 14.8.1 All amounts set out, or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured 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 supplysuch supply or supplies, and accordingly, subject to paragraph (ii) sub-clause 14.8.2 below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Document and such Secured Finance Document, that Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (ii) 14.8.2 If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iii) 14.8.3 Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) 14.8.4 Any reference in this Section 2.03(g) Clause 14.8 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured 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 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 Loan Party under a Loan Document and such Secured Finance Document, that Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant "Subject Party”") is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 12.5 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “"representative member” " to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party party to the Administrative Agent, an Arranger, a Secured Party Lender or an Issuing Bank 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 (iiSection 2.17(p)(ii) below, if VAT is or becomes chargeable on any supply made by any the Administrative Agent, the relevant Arranger, a Lender or an Issuing Bank to any Loan Party party under a Loan Document and such Secured Party the Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank is required to account to the relevant tax authority for the VAT, that Loan Party party must pay to such Secured Party the Administrative Agent, the Arrangers, the relevant Lender or the relevant Issuing Bank (as applicable and in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such the Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank must promptly provide an appropriate VAT invoice to that Loan Partyparty). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party the Administrative Agent, the Arrangers, a Lender or an Issuing Bank (the “Supplier”) to any other Secured Party of the Administrative Agent, the Arrangers, a Lender or an Issuing Bank (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient party (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 indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (ASection 2.17(p)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party a party to reimburse or indemnify the Administrative Agent, the Arrangers, a Secured Party Lender or an Issuing Bank for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such the Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank (as applicable) for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party the Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank 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 2.03(g2.17(p) to any Loan Party party shall, at any time when such Loan 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 person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (v) In relation to any supply made by the Administrative Agent, the Arrangers, a Secured Party Lender or an Issuing Bank to any Loan Party party under a Loan Document, if reasonably requested by such Lenderthe Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank (as applicable), that Loan Party party must promptly provide such Secured Party the Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank with details of that Loan Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Secured Partythe Administrative Agent, the relevant Arranger, the relevant Lender or the relevant Issuing Bank’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party party to a Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Secured Party to any Loan Party under party in connection with a Loan Document Document, that party shall (except where the reverse charge mechanism applies and such the Secured Party is required not obliged to account to the relevant tax taxation authority for the such VAT, that Loan Party must ) pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party)VAT. (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under in connection with a Loan Document, and any Loan Party party other than the Specified 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 indemnify the Specified Recipient in respect of that consideration):Supplier: (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must shall also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must shall (where this paragraph (ASection 2.17(g)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Party must shall promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party party to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such Lender Secured Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g2.17(g) to any Loan Party party shall, at any time when such Loan 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 person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a party shall be construed as a reference to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (v) In relation to any supply made by a Secured Party to any Loan Party party under a Loan Document, if reasonably requested by such LenderSecured Party, that Loan Party must party shall promptly provide such Secured Party with details of that Loan Partyparty’s VAT registration (if applicable) and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts set out or expressed in a Loan Document to be payable under a Loan Document by any Loan Party to a Secured Credit Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Credit Party to any Loan Party under a Loan Document and such Secured Document, that Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Credit Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Credit Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Credit Party (the “Supplier”) to any other Secured Credit Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Credit Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Credit Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts set out or expressed to be payable under a Loan Document or Foreign Obligation Loan Document by any Loan Party to a Secured Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT. If VAT is or becomes chargeable on any supply made by any Lender Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof to any Loan Party under a Loan Document or Foreign Obligation Loan Document, and such Secured Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof (as the case may be) is required to account to the relevant tax authority for the VAT, that Loan Party must shall pay to such Secured Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof (as the case may be) must promptly provide to that Loan Party an appropriate VAT invoice relating to that Loan PartyVAT complying with the relevant law). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under Where a Loan Document, and any Loan Party other than the Specified 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 indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Foreign Obligation Loan Document requires any Loan Party to reimburse or indemnify a Secured Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender the Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Lender, Foreign Obligation Provider, L/C Issuer or Related Party thereof reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authorityTax Authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured 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 supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Document and such Secured Finance Document, that Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 8.12 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority Tax Authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the that VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority Tax Authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority Tax Authority which the Specified Recipient reasonably determines relates to the VAT chargeable payable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Finance Party to any Loan Party under a Loan Document and Finance Document: (i) if such Secured Finance Party is required to account to the relevant tax authority for the VAT, then that Loan Party must shall pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supplythat supply or supplies) an amount equal to the amount of the VAT upon such Finance Party providing an appropriate VAT invoice to such Party; or (ii) if such Party is required to directly account for such VAT under the reverse charge procedure provided for by any relevant VAT provisions of the jurisdiction in which such Party received such supply, then such Party shall account for the VAT at the appropriate rate (and such Lender the relevant Finance Party must promptly provide an appropriate VAT invoice to such Party stating that Loan Partythe amount is charged in respect of a supply that is subject to VAT but that the reverse charge procedure applies). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient determines (acting reasonably determines and in good faith) relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient determines (acting reasonably determines and in good faith) that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost costs or expenseexpenses, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for Finance Party against any VAT incurred by that Finance Party in respect of the full amount of such cost costs or expenseexpenses, including such part thereof as represents VAT, save to the extent that such Secured the Finance Party determines (acting reasonably determines and in good faith) that neither it nor any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such the VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 14.9 to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of such the EU or any other similar provision in any jurisdiction which is not a member state of the EU)) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at such the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause ‎‎14.7 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group person who is treated at such 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 Act 1994, Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction other than the United Kingdom or a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured Finance Party (excluding for these purposes, the Hedging Counterparty) which (in whole or in part) constitute the consideration for any a supply for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that such supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party (excluding for these purposes, the Hedging Counterparty) to any Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VATFinance Document, that Loan Party must shall pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (excluding for these purposes, the “Hedging Counterparty) (the "Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant "Subject Party”") is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority under the appropriate VAT legislation which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party (excluding for these purposes, the Hedging Counterparty) for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment under the appropriate VAT legislation in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 13.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994)time. (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured 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 supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must shall pay to such Secured the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 18.8 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) 12.6.1 All amounts expressed to be payable under a Loan Finance Document by any Loan Party or any Security Party to a Secured 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 (ii) belowClause 12.6.2, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party or any Security Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party or Security Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Partythe Borrower). (ii) 12.6.2 If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Aa) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (AClause 12.6.2(a) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bb) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) 12.6.3 Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) 12.6.4 Any reference in this Section 2.03(g) Clause 12.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “"representative member” " to have the same meaning as in the Value Added Tax Act 1994). (v) 12.6.5 In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 2.14 to the contrary: (ia) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Party to any Loan Party under a Loan Document and such Secured Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Lender Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Lender Party (the “Supplier”) to any other Secured Lender Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified 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 indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) 2.21 to any Loan Party shall, at any time when such Loan 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 such group at such time (the term “representative member” to have the same meaning Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in the Value Added Tax Act 1994any other jurisdiction). (ve) In relation to any supply made by a Secured Lender Party to any Loan Party under a Loan Document, if reasonably requested by such LenderLender Party, that Loan Party must promptly provide such Secured Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Lender Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 16.7 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “"representative member” " to have the same meaning as in the Value Added Tax Act 1994). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ab)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 12.7 to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated as making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of such group at such time the European Union or any other similar provision in any jurisdiction which is not a member state of the European Union)) (including, for the term “representative member” to have avoidance of doubt, in accordance with section 43 of the same meaning as in the United Kingdom Value Added Tax Act 1994) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant member (or head) of that group or unity (or fiscal unity) at the relevant time (as the case may be). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts set out, or expressed in a Credit Document to be payable under a Loan Document by any Loan Credit Party to a Secured Party Lender or Agent which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender or Agent to any Loan Credit Party under a Loan Document and such Secured Credit Document, that Credit Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must or Agent shall promptly provide an appropriate VAT invoice to that Loan such Credit Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Lender or Agent (the “Supplier”) to any other Secured Party Lender or Agent (the “Specified Recipient”) under a Loan Credit Document, and any Loan Credit Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Credit Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Credit Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iii) Where a Loan Credit Document requires any Loan Credit Party to reimburse or indemnify a Secured Party Lender or Agent for any cost or expense, that Loan the Credit Party shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Lender or Agent 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 2.03(g4.04(e) to any Loan Credit Party shall, at any time when such Loan Credit Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) ), upon receipt from such Finance Party of a valid VAT invoice raised in accordance with the requirements of the Value Added Tax Xxx 0000, an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party)VAT. (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives is entitled to receive from the relevant tax authority which the Specified Recipient reasonably determines relates in relation to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 7.9 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (ve) In relation to any supply which is liable to VAT made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts set out or expressed in a Loan Document to be payable under a Loan Document by any Loan Party to a Secured Party any Recipient which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (iiSection 2.17(n)(ii) below, if VAT is or becomes chargeable on any supply made by any Lender Recipient to any Loan Party under a Loan Document and such Secured Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party must shall pay to such Secured Party Recipient, as applicable, (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Recipient, as applicable, shall promptly provide an appropriate VAT invoice to that Loan such Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Recipient (the “Supplier”) to any other Secured Party Recipient (the “Specified VAT Recipient”) under a Loan Document, and any Loan Party other than the Specified VAT Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified VAT Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified VAT Recipient must (will, where this paragraph (ASection 2.17(n)(ii)(A) applies) , promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified VAT Recipient receives from the relevant tax authority which the Specified VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified VAT Recipient is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall promptly, following demand from the Specified VAT Recipient, pay to the Specified VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified VAT 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 to reimburse or indemnify a Secured Party Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party the 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 2.03(g2.17(n) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Document by any Loan Party party to a Secured Party Lender or Collateral Agent which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender or Collateral Agent to any Loan Party under a Loan Document and such Secured Party Lender or Collateral Agent is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Lender or Collateral Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender or Collateral Agent must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Party Lender or Collateral Agent (the “Supplier”) to any other Secured Party Lender or Collateral Agent (the “Specified Recipient”) under a Loan Document, and any a Loan Party other than the Specified 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 indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Loan Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Loan Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Loan Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Document requires any a Loan Party to reimburse or indemnify a Secured Party Lender or any Collateral Agent for any cost or expense, such requirement shall include a requirement for that Loan Party shall or, (at the election of Borrower) where such Loan Party is a member of the Borrower’s group, the Borrower, to reimburse or indemnify (as the case may be) such Lender or Collateral Agent for the full amount of such cost or expense, including such part thereof of such cost or expense as represents VAT, save to the extent that such Secured Party Lender or Collateral Agent reasonably determines that it is not entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) section 2.8 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (ve) In relation to any supply made by a Secured Party Lender or Collateral Agent to any Loan Party under a Loan Document, if reasonably requested by such LenderLender or Collateral Agent, that Loan Party must promptly provide such Secured Party Lender or Collateral Agent with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyLender’s or Collateral Agent’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 14.9 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (in accordance with the term “representative member” to have provisions of national law implementing Article 11 of the same meaning as in Council Directive of 28 November 2006 on the Value Added Tax Act 1994common system of value added tax (EC Directive 2006/112)). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Credit Document by any Loan Party party to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder (a Secured Party “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 (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party party under a Loan Credit Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Partyparty). (ii) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Credit Document, and any Loan Party party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Credit Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph clause (Ah) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) VAT the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Credit Document requires any Loan Party party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(gclause (h) to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group for VAT purposes, include including (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 UK Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Finance Party to any Loan Party party under a Loan Credit Document, if reasonably requested by such LenderFinance Party, that Loan Party party must promptly provide such Secured Finance Party with details of that Loan Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) 8.12.1 All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured 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 supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Document and such Secured Finance Document, that Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (ii) 8.12.2 If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iii) 8.12.3 Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) 8.12.4 Any reference in this Section 2.03(g) Clause 8.12 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts set out or expressed in a Loan Document to be payable under a Loan Document by any Loan Party to a Secured any Credit Party which (in whole or in part) constitute the consideration for any supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (ii) belowSection 3.01(i)(ii), if VAT is or becomes chargeable on any supply made by any Lender Credit Party to any Loan Party under a Loan Document and such Secured Credit Party is required to account to the relevant tax authority for the VAT, that Loan Party must shall pay to such Secured Party Credit Party, as applicable, (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Credit Party, as applicable, shall promptly provide an appropriate VAT invoice to that Loan such Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Credit Party (the “Supplier”) to any other Secured Credit Party (the “Specified VAT Recipient”) under a Loan Document, and any Loan Party other than the Specified VAT Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified VAT Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified VAT Recipient must (will, where this paragraph (ASection 3.01(i)(ii)(A) applies) , promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified VAT Recipient receives from the relevant tax authority which the Specified VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified VAT Recipient is the person required to account to the relevant tax authority for the VAT) ), the Relevant Subject Party must shall promptly, following demand from the Specified VAT Recipient, pay to the Specified VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified VAT 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 to reimburse or indemnify a Secured Credit Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Credit Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured the Credit Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g3.01(i) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (v) In relation to any supply made by a Secured Credit Party to any Loan Party under a Loan Document, if reasonably requested by such LenderCredit Party, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s its VAT registration and such other information as is reasonably requested in connection with such Secured Credit Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All Any amounts expressed to be payable by the Borrower to a Finance Party under a Loan Finance Document by any Loan Party to a Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT payable pursuant to the laws of Ecuador which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if . If such VAT is or becomes chargeable on any supply made by any Lender to any Loan Finance Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for Borrower pursuant to the VATlaws of Ecuador, that Loan Party then the Borrower must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT. Notwithstanding the foregoing, if a Default has occurred, then the Borrower must pay such Finance Party any VAT (and such Lender must promptly provide an appropriate VAT invoice payable pursuant to that Loan Party)the laws of any applicable jurisdiction. (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 11.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules (provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or any other similar provision in any jurisdiction which is not a member state of the European Union) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or head) of such that group or unity (or fiscal unity) at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party or any Security Party to a Secured 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 (ii) belowClause 12.7(b), if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party or any Security Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party or Security Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Partythe Borrower). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (AClause 12.7(b)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(gClause 12.7 (VAT) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof of it as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(gClause 14.6 (VAT) to any Loan Party shall, at any time when such Loan that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union) or equivalent provisions imposed elsewhere so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or 75 ‌ EUROPE/73091764v9 ​ the relevant representative member (or representative or head) of such that group or unity at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be The Purchase Price is 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 Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified 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 indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that applicable VAT. (iiib) Where Seller will provide to Buyer not later than 20 calendar days before the Applicable Closing written notification of the VAT treatment of each asset type to be sold by Seller or any Selling Affiliate as determined by Seller. (c) If the sale of the Business or any Transferred Asset under this Agreement is subject to VAT, Buyer shall pay such VAT to Seller. Buyer will pay such VAT to Seller not later than seven business days prior to the date that Seller is required to pay such VAT amount to the relevant Taxing Authority or alternatively, within 30 days after the invoice date of the invoice issued by Seller, whichever date comes first. If a Loan Document requires request for a VAT refund by Buyer has been denied due to an invalid invoice, Seller will cooperate to ensure that Buyer will be provided with a valid invoice by Seller. (d) Should any Loan Party Taxing Authority determine that VAT was applied in error, then (A) Seller shall provide Buyer with a valid credit note; and (B) if the VAT applied in error was paid by Buyer, Seller shall repay to reimburse or indemnify a Secured Party for Buyer any cost or expensesuch VAT under the condition that Buyer cooperates in ensuring, where possible, that Loan Party shall reimburse or indemnify (as Seller will be able to correct this error with its competent tax office and obtain a VAT credit from the case may be) such Lender tax office for the full amount VAT that was charged in error. (e) If requested by Buyer at any time (including any time prior to the Applicable Closing), Seller will seek a ruling from the relevant Taxing Authority as to whether VAT is chargeable on the transfer of the Business or any Transferred Assets and the correct rate at which VAT is chargeable on each asset type to be transferred. Buyer and Seller agree to cooperate in good faith to obtain any reductions to or exemptions from VAT requested by either party. (f) At any Applicable Closing where the Transferred Assets include an interest in real property and the transfer of such cost Transferred Assets is, or expenseis treated as being, including such part thereof as represents not liable to VAT, save both parties will cooperate to the extent local regulations allow this, to ensure that such Secured Party reasonably determines that it is entitled to credit or repayment in respect the transfer of such VAT from the relevant tax authorityreal property interest also qualifies for such treatment. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (iA) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured 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 supplysupply and, and accordingly, subject to paragraph (iiClause 12.7(B) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iiB) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified 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 Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (AClause 12.7(B)(1) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiiC) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivD) Any reference in this Section 2.03(g) Clause 12.7 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative any member of such group at such time which is responsible for, or paying VAT on behalf of such group, or on behalf of any or all of the members thereof (including, in a UK context, the term “representative member” to have the same meaning as defined in the Value Added Tax Act 1994). (vE) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party party to a Secured Party any Lender which (in whole or in part) constitute the consideration for any a supply for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that such supply, and accordingly, subject to paragraph (ii) belowSection 3.2(g)(ii), if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party party under a Loan Document and such Secured Party is required to account Document, that party shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must shall promptly provide an appropriate VAT invoice to that Loan Partysuch party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Lender (the “Supplier”) to any other Secured Party Lender (the “Specified Recipient”) under a Loan Document, and any Loan Party party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must shall also pay to the Supplier (at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (ASection 3.2(g)(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must shall promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party party to reimburse or indemnify a Secured Party Lender for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g3.2(g) to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the applicable grouping rules provided for in Article 11 of Council Directive 2006/112/EC (as implemented by the relevant member state of such group at such time (the term “representative member” to have European Union) or any similar provision in any jurisdiction which is not a member state of the same meaning as in the Value Added Tax Act 1994)European Union. (v) In relation to any supply made by a Secured Party Lender to any Loan Party party under a Loan Document, if reasonably requested by such LenderXxxxxx, that Loan Party party must promptly provide such Secured Party Lender with details of that Loan Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyXxxxxx’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured 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 supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Document and such Secured Finance Document, that Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”Supplier Party) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier Party (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier Party (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 14.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured 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 supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Document and such Secured Finance Document, that Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where ), such Party shall also pay to the Supplier is or, if the person required Recipient has to account to the relevant tax authority for such VAT under the VAT) the Relevant Party must also pay reverse charge procedure, to the Supplier Recipient (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 13.8 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to to: (i) have the same meaning as in the Value Added Tax Act 1994).1994 with regard to England and Wales; or (vii) In relation (where applicable) with regard to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration another jurisdiction and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to VAT or any other tax of a similar nature, refer to an equivalent entity under the relevant laws of such supplyjurisdiction to that referred to in paragraph (i) above).

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party party to this Agreement (each, a “Party”) to a Secured 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 (iiSection 2.19(g)(ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified 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 indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Document, if reasonably requested by such LenderFinance Party, that Loan such Party must promptly provide such Secured Finance Party with details of that Loan such Party’s VAT registration (if any) and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a any Loan Document by any Loan Party party to a Secured 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 (iiSection 3.01(h)(ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party party under a any Loan Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Partyparty). (ii) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified VAT Recipient”) under a any Loan Document, and any Loan Party other than the Specified 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 indemnify the Specified VAT Recipient in respect of that consideration):) (Aa) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified VAT Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified VAT Recipient receives from the relevant tax authority which the Specified VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bb) (where the Specified VAT Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified VAT Recipient, pay to the Specified VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified VAT 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 to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g3.01(h) to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group (including but not limited to any fiscal unities) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time person who is treated as making the supply, or (as appropriate) receiving the term “representative member” to have supply under the same meaning as in the Value Added Tax Act 1994)grouping rules. (v) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (iA) All amounts expressed to be payable under a Loan Transaction Document by any Loan Party to a Secured 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 Loan Party under a Loan Transaction Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iiB) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Transaction Document, and any Loan Party other than the Specified Recipient (the “"Relevant Party”") is required by the terms of any Loan Transaction Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A1) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiiC) Where a Loan Transaction Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivD) Any reference in this Section 2.03(g) Clause 13.6 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “"representative member” " to have the same meaning as in the Value Added Tax Act 1994). (vE) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Transaction Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts set out or expressed in a Credit Document to be payable under a Loan Document by any Loan Party party to a Secured Party Lender or the Agent (for the purposes of this Section 4.10(h), each a “Finance Party”) which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph subsection (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party party under a Loan Credit Document and such Secured the Finance Party is required to account to the relevant tax authority accountable for the such VAT, that Loan Party must party shall pay to such Secured the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan Partysuch party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Credit Document, and any Loan Party party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Credit Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also ), such party shall instead pay to the Supplier if that Supplier is accountable for such VAT (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must (where this paragraph (A) applies) will promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iii) Where a Loan Credit Document requires any Loan Party party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g4.10(h) to any Loan Party party shall, at any time when such Loan 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 or receiving the supply (as the case may be) for the purposes of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994)any relevant VAT grouping rules. (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Credit Document by any Loan Party party to the Administrative Agent, any Lender, any Issuing Bank, any Swingline Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder (a Secured Party “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 (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party party under a Loan Credit Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Partyparty). (ii) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Credit Document, and any Loan Party party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Credit Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph clause (Aa) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) VAT the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Credit Document requires any Loan Party party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(gclause t (i) to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the UK Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Finance Party to any Loan Party party under a Loan Credit Document, if reasonably requested by such LenderFinance Party, that Loan Party party must promptly provide such Secured Finance Party with details of that Loan Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.