Common use of VAT Clause in Contracts

VAT. (a) All amounts set out, or expressed to be payable under a Loan Document by any party to a Credit Party which (in whole or part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party to any party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Credit Party (in addition to and at the same time as paying the consideration for such supply) an amount equal to the amount of such VAT (and such Credit Party shall promptly provide an appropriate VAT invoice to such party). (b) If VAT is or becomes chargeable on any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses to the extent that the Credit Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Section 2.17B to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (a) All amounts set out, or expressed to be payable under a Loan Finance Document by any party Party to a Credit Party the Lender which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party the Lender to any party Party under a Loan Finance Document and such Credit Party the Lender is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the Credit Party Lender (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such the VAT (and such Credit Party shall the Lender must promptly provide an appropriate VAT invoice to such partythat Party). (b) If VAT is or becomes chargeable on Where a Finance Document requires any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of Lender for any cost or expense, that consideration), such party Party shall also pay to reimburse or indemnify (as the Supplier (in addition to and at case may be) the same time as paying such amount) an amount equal to Lender for the full amount of such cost or expense, including such part of it as represents VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses save to the extent that the Credit Party Lender reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of the VATauthority. (dc) Any reference in this Section 2.17B Clause 12.6 (VAT) to any party Party shall, at any time when such party 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 representative member person who is treated at that time as making the supply, or “parent” (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on (or as implemented by the common system relevant member state of value added taxthe 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 that group or unity at the relevant time (as the case may be). (ed) In relation to any supply made by a Credit the Lender to any Party under a Loan Document Finance Document, if reasonably requested by such Credit Partythe Lender, the party receiving the supply that Party must promptly provide such Credit Party the Lender with details of that party’s Party's VAT registration and such other information as is reasonably requested in connection with such Credit Party’s the Lender's VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. 10.9.1 If the Lessor makes any supply to the Lessee for Value Added Tax purposes pursuant to or in connection with this Lease or any of the other Relevant Documents or any transaction or document contemplated herein or therein, the Lessee shall promptly upon receipt of a valid VAT invoice (aor other evidence that the Lessor has been obliged to account for VAT in respect of that supply in accordance with applicable law) All amounts set out, pay to the Lessor an amount equal to any Value Added Tax which is payable in respect of that supply. 10.9.2 If and to the extent that any payment or expressed other consideration to be payable under made or furnished by the Lessor to any person, other than the Lessee, pursuant to or in connection with this Lease or any of the other Relevant Documents or any transaction or document contemplated herein or therein may be increased or added to by reference to (or as a Loan Document by any party to a Credit Party which (in whole or part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive result of any VAT which is chargeable on such supply or suppliesincrease in the rate of) any Value Added Tax, and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party to any party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VAT, that party Lessee shall pay to the Credit Party Lessor within ten (10) days of demand an amount equal to any Value Added Tax in addition relation thereto that proves to and at be Irrecoverable VAT. 10.9.3 No payment or other consideration to be made or furnished by the same time Lessor to the Lessee pursuant to or in connection with this Lease or any of the other Relevant Documents or any transaction or document contemplated herein or therein may be increased or added to by reference to (or as paying the consideration for result of any increase in the rate of) any Value Added Tax which shall be or may become chargeable in respect of the taxable supply in question provided that if the Lessor determines in good faith that any amount of such supply) Value Added Tax is not Irrecoverable VAT it shall, promptly following such determination, pay to the Lessee an amount equal to the amount of such VAT (that Value Added Tax determined not to be Irrecoverable VAT, and such Credit Party shall promptly provide an appropriate on presentation of a valid VAT invoice to such party)by the Lessee. (b) If 10.9.4 The Lessee and the Lessor agree to co-operate with a view to minimising any Irrecoverable VAT is suffered by either party under any transaction or becomes chargeable on any supply made document contemplated by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any Relevant Document but so that neither party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being shall be required to reimburse the Recipient in respect of that consideration), such party shall also pay do anything which would not be good business practice and legal or which would involve any adverse consequences to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VATit. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses to the extent that the Credit Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Section 2.17B to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. All payments or other consideration payable under this Agreement are exclusive of VAT. If and to the extent VAT (ai) All amounts set outis properly chargeable in accordance with applicable laws in respect of, or expressed as a result of, any supplies of goods or services, or sales rendered under this Agreement and (ii) is to be payable under a Loan Document paid to the competent tax authorities by any party the Party making such supply of goods or services, or sales, the receiving Party shall pay, in addition to a Credit Party which the payment (in whole or part) constitute the provision of other consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessales), and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party to any party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Credit Party (in addition to and at the same time as paying the consideration for such supply) an amount equal to such VAT at the applicable rate to the providing Party upon receipt of a valid VAT invoice (or, if later, on the due date for payment (or the provision of such other consideration) for such supply or sale). The Parties shall issue invoices for all amounts payable or other consideration provided under this Agreement consistent with applicable VAT laws and regulations and irrespective of whether the sums or other consideration may be netted for settlement purposes. Each Party shall provide such information as is reasonably requested by the other Party to enable the recovery, as permitted by applicable laws, of any VAT charged in respect of any supplies of goods or services, or sales, rendered under this Agreement, such recovery being for the benefit of the Party bearing the economic cost of such VAT under this Section 9.4(c). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the Party providing the supply or service, any change in such providing Party’s tax residency, any change in the entity that provides the supply or service, or any failure on the part of such providing Party to comply with applicable law (other than any failure resulting from reliance on any certification or other information provided by the Party receiving the supply or service with respect to the amount of applicable VAT) with respect to VAT (including filing or record retention requirements), VAT is imposed that would not otherwise have been imposed (“Incremental VAT”), then, if and to the extent such Incremental VAT cannot be offset or recovered by means of an input VAT deduction by the Party receiving the supply or service, the Party providing the supply or service shall be solely responsible for the amount of such Incremental VAT (and such Credit Party shall promptly provide an appropriate VAT invoice to such party). (b) If VAT is or becomes chargeable on any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses to the extent that the Credit Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Section 2.17B to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide or service so that such Credit receiving Party with details is left in the same after-Tax position it would have been in had there been no such imposition of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17Incremental VAT.

VAT. (a) 10.1 All amounts sums set out, out in this Agreement and the SFM Corporate Services Fee Letter or expressed otherwise payable by the Issuer to be payable under a Loan Document by any party the SFM Corporate Services Provider pursuant to a Credit Party which (in whole this Agreement or part) constitute the consideration for a supply or supplies for VAT purposes SFM Corporate Services Fee Letter shall be deemed to be exclusive of any VAT which is chargeable on such any supply or suppliessupplies for which such sums (or any part thereof) are the whole or part of the consideration for VAT purposes. 10.2 Where, pursuant to the terms of this Agreement or the SFM Corporate Services Fee Letter, the SFM Corporate Services Provider makes a supply to either Appointing Party for VAT purposes and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party to any party under a Loan Document and such Credit Party is required to account supply, the Issuer shall, subject to the relevant tax authority for receipt of a valid VAT invoice from the VATSFM Corporate Services Provider, that party shall pay to the Credit Party SFM Corporate Services Provider (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such VAT (and such Credit Party shall promptly provide an appropriate VAT invoice to such party). (b) If VAT is or becomes chargeable on any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount sum equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to . 10.3 Where any credit or repayment obtained person is required by the Recipient from terms of this Agreement or the relevant tax authority which SFM Corporate Services Fee Letter to reimburse or indemnify any other person (other than the Recipient reasonably determines is in respect Issuer) for any cost or expense, such first person shall reimburse or indemnify (as the case may be) such other person for the full amount of such cost or expense, including such part thereof as represents VAT. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses save to the extent that the Credit Party reasonably determines that neither it nor any such other member of any group of which it is a member for VAT purposes person is entitled to credit or repayment from the relevant tax authority in respect of such VAT from HMRC. 10.4 Where any person is required by the terms of this Agreement or the SFM Corporate Services Fee Letter to reimburse or indemnify either Appointing Party for any cost or expense, such person shall reimburse or indemnify (as the case may be) such Appointing Party for the full amount of such cost or expenses, including such part thereof as represents VAT. (d) Any reference in this Section 2.17B to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (ai) All amounts set out, out or expressed in a Loan Document to be payable under a Loan Document by any party to any Lender, the Administrative Agent or Issuing Bank (a Credit Party “Finance Party”) which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (bii) below, if VAT is or becomes chargeable on any supply made by any Credit Finance Party to any party under a Loan Document and such Credit Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Credit Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such VAT (and such Credit Finance Party shall promptly provide an appropriate VAT invoice to such party). (bii) If VAT is or becomes chargeable on any supply made by any Credit Finance Party (the “Supplier”) to any other Credit Finance Party (the “RecipientReceiver”) under a Loan Document, and any party other than the Recipient Receiver (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Receiver in respect of that consideration), such party ): (A) where the Supplier is the person required to account to the relevant tax authority for the VAT the Subject Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient Receiver will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient Receiver from the relevant tax authority which the Recipient Receiver reasonably determines is in respect of such VAT.; and (cB) Where a Loan Document requires any party where the Receiver is the person required to reimburse a Credit account to the relevant tax authority for the VAT, the Subject Party for any costs or expensesshall promptly, following demand from the Receiver, pay to the Receiver an amount equal to the amount of VAT chargeable on that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses supply but only to the extent that the Credit Party Receiver reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the that VAT. (diii) Where a Loan Document requires any party to reimburse or indemnify a Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.17B paragraph (k) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added taxValue Added Tax Act 1994 (UK)). (ev) In relation to any supply made by a Credit any Finance Party to any party under a any Loan Document Document, if reasonably requested by such Credit Finance Party, the that party receiving the supply must shall promptly provide such Credit Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Credit Finance Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (a) 10.1 All amounts sums set out, out in this Agreement and the Xxxxxx Corporate Services Fee Letter or expressed otherwise payable by the Issuer to be payable under a Loan Document by any party the Xxxxxx Corporate Services Provider pursuant to a Credit Party which (in whole this Agreement or part) constitute the consideration for a supply or supplies for VAT purposes Xxxxxx Corporate Services Fee Letter shall be deemed to be exclusive of any VAT which is chargeable on such any supply or suppliessupplies for which such sums (or any part thereof) are the whole or part of the consideration for VAT purposes. 10.2 Where, pursuant to the terms of this Agreement or the Xxxxxx Corporate Services Fee Letter, the Xxxxxx Corporate Services Provider makes a supply to either Appointing Party for VAT purposes and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party to any party under a Loan Document and such Credit Party is required to account supply, the Issuer shall, subject to the relevant tax authority for receipt of a valid VAT invoice from the VATXxxxxx Corporate Services Provider, that party shall pay to the Credit Party Xxxxxx Corporate Services Provider (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such VAT (and such Credit Party shall promptly provide an appropriate VAT invoice to such party). (b) If VAT is or becomes chargeable on any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount sum equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to . 10.3 Where any credit or repayment obtained person is required by the Recipient from terms of this Agreement or the relevant tax authority which Xxxxxx Corporate Services Fee Letter to reimburse or indemnify any other person (other than the Recipient reasonably determines is in respect Issuer) for any cost or expense, such first person shall reimburse or indemnify (as the case may be) such other person for the full amount of such cost or expense, including such part thereof as represents VAT. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses save to the extent that the Credit Party reasonably determines that neither it nor any such other member of any group of which it is a member for VAT purposes person is entitled to credit or repayment from the relevant tax authority in respect of such VAT from HMRC. 10.4 Where any person is required by the terms of this Agreement or the Xxxxxx Corporate Services Fee Letter to reimburse or indemnify either Appointing Party for any cost or expense, such person shall reimburse or indemnify (as the case may be) such Appointing Party for the full amount of such cost or expenses, including such part thereof as represents VAT. (d) Any reference in this Section 2.17B to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (a) All amounts set outout in, or expressed to be payable under under, a Loan Finance Document by any party to a Credit Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause paragraph (bc) below, if VAT is or becomes chargeable on any supply made by any Credit Finance Party to any party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VATFinance Document, that party shall pay to the Credit Finance Party (in addition to and at the same time as paying the consideration for such supplyconsideration) an amount equal to the amount of such the VAT (and such Credit Finance Party shall promptly provide an appropriate VAT invoice to such party). (b) If VAT is or becomes chargeable on any supply made by any Credit Finance Party (the “Supplier”) to any other Credit Finance Party (the “Recipient”) under a Loan Finance Document, and any party other than the Recipient (the “Subject Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party Relevant Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will shall promptly pay to the Subject Relevant Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax Tax authority which the Recipient it reasonably determines is in respect of such VATrelates to the VAT chargeable on that supply. (c) Where a Loan Finance Document requires any party to reimburse a Credit Finance Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Finance Party against all VAT incurred by the Credit Finance Party in respect of the costs or expenses to the extent that the Credit Finance Party reasonably determines in its sole discretion that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax Tax authority in respect of the VAT. (d) Any reference in this Section 2.17B to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (a) All amounts set out, out or expressed in a Finance Document to be payable under a Loan Document by any party Party to a Credit Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is or becomes chargeable on such supply or supplies, and accordingly, subject to clause paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Credit Finance Party to any party Party under a Loan Finance Document and such Credit that Finance Party is required to account to the relevant tax authority for the VAT, that party Party shall pay to the Credit Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such VAT (and such Credit Finance Party shall promptly provide an appropriate VAT invoice to such partyParty). (b) If VAT is or becomes chargeable on any supply made by any Credit Finance Party (the “Supplier”) to any other Credit Finance Party (the “Recipient”) under a Loan Finance Document, and any party Party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), and the Supplier is required to account for VAT, such party Subject Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (c) Where a Loan Finance Document requires any party Party to reimburse or indemnify a Credit Finance Party for any costs cost or expensesexpense, that party Party shall also at reimburse or indemnify (as the same time pay and indemnify case may be) such Finance Party for the Credit Party against all VAT incurred by the Credit Party in respect full amount of the costs such cost or expenses expense, including such part thereof as represents VAT, save to the extent that the Credit such Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of the VATauthority. (d) Any reference in this Section 2.17B Clause 16.8 to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member person who is treated as making the supply, or “parent” (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” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made EC, or as implemented by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17Member State).

VAT. (a) All amounts set out, out or expressed to be payable under a Loan Finance Document by any party Party to a Credit Party the Lender which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and and, accordingly, subject to clause (b12.6(b) below, if VAT is or becomes chargeable on any supply made by any Credit Party the Lender to any party Party under a Loan Finance Document and such Credit Party the Lender is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the Credit Party Lender (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such the VAT (and such Credit Party shall the Lender must promptly provide an appropriate VAT invoice to such partythat Party). (b) If VAT is or becomes chargeable on Where a Finance Document requires any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of Lender for any cost or expense, that consideration), such party Party shall also pay to reimburse or indemnify (as the Supplier (in addition to and at case may be) the same time as paying such amount) an amount equal to Lender for the full amount of such cost or expense, including such part thereof as represents VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses save to the extent that the Credit Party Lender reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of the VATauthority. (dc) Any reference in this Section 2.17B clause 12.6 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member person who is treated as making the supply or “parent” (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” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added taxor as implemented by a Member State. (ed) In relation to any supply made by a Credit Party (the "first Party") to another Party (the "second Party") under a Loan Document Finance Document, if reasonably requested by such Credit the first Party, the party receiving the supply second Party must promptly provide such Credit the first Party with details of that party’s the second Party's VAT registration and such other information as is reasonably requested in connection with such Credit the first Party’s 's VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (a) All amounts set out, or expressed to be payable under a Loan Finance Document by any party Party to a Credit Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any amount in respect of any applicable VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause paragraph (bc) below, if VAT is or becomes chargeable on any supply made by any Credit Finance Party to any party Party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VATFinance Document, that party Party shall pay to the Credit Finance Party (in addition to and at the same time as paying the consideration for such supplyconsideration) an amount equal to the amount of such the VAT (and such Credit Finance Party shall promptly provide an appropriate VAT invoice to such partyParty). (b) If VAT is or becomes chargeable on any supply made by any Credit Finance Party (the “Supplier”) to any other Credit Finance Party (the “Recipient”) under a Loan Finance Document, and any party other than the Recipient Party (the “Subject Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Relevant Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient it reasonably determines is in respect of such VATrelates to the VAT chargeable on that supply. (c) Where a Loan Finance Document requires any party Party to reimburse a Credit Finance Party for any costs or expenses, that party Party shall also at the same time pay and indemnify the Credit Finance Party against all amounts in respect of VAT incurred by the Credit Finance Party in respect of the costs or expenses to the extent that the Credit Finance Party reasonably determines that neither it nor any other member of any the group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Section 2.17B to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (a) All amounts set out22.1 Except as otherwise provided for in the relevant Issuer Document, any sum payable or expressed to be payable other consideration provided under a Loan an Issuer Document by any party one Transaction Party (other than the Issuer or Loan Note Issuer) to a Credit Party which (in whole or part) constitute the consideration for a supply or supplies for VAT purposes shall be another is deemed to be exclusive of any VAT which is or becomes chargeable on such any supply or suppliessupplies for which that sum or other consideration (or any part thereof) is the consideration (in whole or in part) for VAT purposes. 22.2 Except as otherwise provided in the relevant Issuer Document, and accordingly, subject to clause (b) below, if any sum payable or other consideration provided under an Issuer Document by the Issuer or the Loan Note Issuer is inclusive of any VAT which is or becomes chargeable on any supply made by or supplies for which that sum or other consideration (or any Credit part thereof) is the consideration (in whole or in part) for VAT purposes, and section 89 of VATA shall not apply to affect the amount of such sum or other consideration. 22.3 Where: 22.3.1 any Transaction Party (such person being a "Supplier" for the purposes of this paragraph 22) makes a supply to another Transaction Party (such person being the "Recipient" in relation to that supply for the purposes of this paragraph 22) for VAT purposes pursuant to an Issuer Document; 22.3.2 the sum or other consideration (or any party under a Loan Document and part thereof) which is the consideration (in whole or in part) for that supply is deemed to be exclusive of VAT; and 22.3.3 VAT is or becomes chargeable on such Credit Party supply for which the Supplier is required to account to any relevant Tax Authority, the relevant tax authority for the VAT, that party Recipient shall pay to the Credit Party Supplier an amount equal to that VAT (in addition to and any other consideration for such supply), such payment to be made at the same time as paying any other consideration for that supply, save that where the consideration for that supply does not consist of, or wholly consist of, money, such sum shall be paid no later than two Business Days before the last day (as notified to the Recipient in writing by the Supplier) on which the Supplier can account to the relevant Tax Authority for such VAT without incurring interest or penalties, and the Supplier shall (in either case) provide the Recipient with a valid VAT invoice in respect of that supply. 22.4 If, in relation to any supply made pursuant to an Issuer Document for VAT purposes which gives rise to a charge imposed by section 8 of VATA, the Recipient of the supply is the Issuer and: 22.4.1 the consideration for such supply consists wholly of money, such consideration shall be reduced to such amount as, with the addition thereto of the VAT chargeable in respect of such supply) , equals the amount which would have been payable by the Recipient had such a supply not given rise to such charge as aforesaid; or 22.4.2 the consideration for such supply does not consist of, or wholly of, money, the Supplier shall pay to the Recipient an amount equal to the amount of such VAT (and such Credit Party shall promptly provide an appropriate VAT invoice to such party). (b) If VAT is or becomes chargeable on any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VATsupply, such payment to be made no later than two Business Days before the last day (as notified to the Supplier in writing by the Recipient) on which the Recipient can account to the relevant Tax Authority for such VAT without incurring interest or penalties. 22.5 Any reference in an Issuer Document to any fee, cost, disbursement, expense or liability incurred by any Transaction Party and in respect of which such party is to be reimbursed (cor indemnified) Where a Loan Document requires by any party other person or the amount of which is to reimburse a Credit Party for be taken into account in any costs calculation or expensescomputation shall include such part of such fee, that party shall also at the same time pay and indemnify the Credit Party against all cost, disbursement, expense or liability as represents any VAT (including, without limitation, any VAT incurred by under section 8 of VATA), save where the Credit Transaction Party concerned is not the Issuer, the Loan Note Issuer or the Note Trustee, in which case the reference to VAT is only to the extent that such Transaction Party is not entitled to obtain credit or repayment in respect of the costs or expenses to the extent that the Credit Party reasonably determines that neither it nor relevant VAT from any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VATTax Authority. (d) 22.6 Any reference in this Section 2.17B an Issuer Document to any party shallperson, at when construing any time when such party is treated as a member of a group for VAT purposesprovision in relation to VAT, include shall (where appropriate and unless the context otherwise requires) be construed, at any time when such person is treated as a member of a VAT Group, to include a reference to the representative member or “parent” of such group at such time (so that a reference to x, for example, would read "x or the relevant representative member of the VAT Group of which x is a member (as the case may be)") (the term “"representative member” and “parent” " to have the same meaning as in for the relevant legislation purposes of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added taxVAT Grouping Legislation). (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (ai) All amounts set out, out or expressed in a Loan Document to be payable under a Loan Document by any party to the Administrative Agent, any L/C Issuer or any Lender (each, a Credit Party “Finance Party” for the purposes of this subsection (k)) which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (bii) below, if VAT is or becomes chargeable on any supply made by any Credit Finance Party to any party hereto under a this Agreement or any other Loan Document and such Credit Party is required to account to the relevant tax authority for the VATDocument, that party shall pay to the Credit Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such VAT (and such Credit Finance Party shall promptly provide an appropriate VAT invoice to such party). (bii) If VAT is or becomes chargeable on any supply made by any Credit Finance Party (the “Supplier”) to any other Credit Finance Party (the “Recipient”) under a this Agreement or any other Loan Document, and any party hereto other than the Recipient (the “Subject Party”) is required by the terms of this Agreement or any other Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party the Subject Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (ciii) Where a this Agreement or any other Loan Document requires any party hereto to reimburse or indemnify a Credit Finance Party for any costs cost or expensesexpense, that party shall also at reimburse or indemnify (as the same time pay and indemnify case may be) such Finance Party for the Credit Party against all VAT incurred by the Credit Party in respect full amount of the costs such cost or expenses expense, including such part thereof as represents VAT, save to the extent that the Credit such Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of the VATauthority. (div) Any reference in this Section 2.17B subsection (k) to any party person shall, at any time when such party person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “"representative member” and “parent” " to have the same meaning as in the relevant legislation United Kingdom Value Added Tax Act 1994), or any substantially similar concept in the case of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added taxa group for non-United Kingdom VAT purposes, at such time. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (a) The Lender shall not bear any VAT on any transaction contemplated under the Finance Documents. All amounts or quantities set out, out or expressed in a Finance Document to be payable under a Loan Document or deliverable by any party Party to a Credit Party the Lender which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party the Lender to any party Party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VATFinance Document, that party Party shall pay to the Credit Party Lender (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such VAT (and such Credit Party the Lender shall promptly provide an appropriate VAT invoice to such partyParty). (b) . If VAT is or becomes chargeable on any supply made by any Credit a Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Finance Document to the Lender, that Party shall pay an amount equal to to: (a) the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier Lender (in addition to and at the same time as paying any other consideration for such amountsupply) an amount equal to the amount of such VAT. The Recipient will promptly pay to ; or (b) the Subject Party appropriate Governmental Body an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect amount of such VAT. VAT (c) Where a Loan Document requires any party in addition to reimburse a Credit Party for any costs or expenses, that party shall also and at the same time pay and as paying any consideration for such supply). The Lender or the Party (as appropriate) Lender shall promptly provide an appropriate VAT invoice to such Party. (b) Where a Finance Document requires any Party to reimburse or indemnify the Credit Lender for any cost or expense, that Party against all VAT incurred by shall reimburse or indemnify (as the Credit Party in respect case may be) the Lender for the full amount of the costs such cost or expenses expense, including such part thereof as represents VAT, save to the extent that the Credit Party Lender reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of the VATauthority. (dc) Any reference in this Section 2.17B Clause 12.6 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added taxValue Added Tax Act 1994). (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. ‌ (a) All amounts set out, or expressed to be payable under a Loan Finance Document by any party the Borrower to a Credit Party the Lender which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party the Lender to any party Party under a Loan Finance Document and such Credit Party the Lender is required to account to the relevant tax authority for the VAT, that party shall the Borrower must pay to the Credit Party Lender (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such that VAT (and such Credit Party shall the Lender must promptly provide an appropriate VAT invoice to such partythe Borrower). (b) If VAT is or becomes chargeable on any supply made by any Credit Party (Where a Finance Document requires the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required Borrower to reimburse or indemnify the Recipient in respect of that consideration)Lender for any cost or expense, such party the Borrower shall also pay to reimburse or indemnify (as the Supplier (in addition to and at case may be) the same time as paying such amount) an amount equal to Lender for the full amount of such cost or expense, including such part thereof as represents VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses save to the extent that the Credit Party Lender reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of the VATauthority. (dc) Any reference in this Section 2.17B Clause 11.2 to any party Party shall, at any time when such party Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added taxValue Added Tax Act 1994). (ed) In relation to any supply made by a Credit Party the Lender to the Borrower under a Loan Document Finance Document, if reasonably requested by such Credit Partythe Lender, the party receiving the supply Borrower must promptly provide such Credit Party the Lender with details of that partythe Borrower’s VAT registration and such other information as is reasonably requested in connection with such Credit Partythe Lender’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (ai) All amounts set out, out or expressed in a Loan Document to be payable under a Loan Document by any party to the Administrative Agent or any Lender (each, a Credit Party “Finance Party” for the purposes of this subsection (k)) which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (bii) below, if VAT is or becomes chargeable on any supply made by any Credit Finance Party to any party hereto under a this Agreement or any other Loan Document and such Credit Party is required to account to the relevant tax authority for the VATDocument, that party shall pay to the Credit Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such VAT (and such Credit Finance Party shall promptly provide an appropriate VAT invoice to such party). (bii) If VAT is or becomes chargeable on any supply made by any Credit Finance Party (the “Supplier”) to any other Credit Finance Party (the “Recipient”) under a this Agreement or any other Loan Document, and any party hereto other than the Recipient (the “Subject Party”) is required by the terms of this Agreement or any other Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party the Subject Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (ciii) Where a this Agreement or any other Loan Document requires any party hereto to reimburse or indemnify a Credit Finance Party for any costs cost or expensesexpense, that party shall also at reimburse or indemnify (as the same time pay and indemnify case may be) such Finance Party for the Credit Party against all VAT incurred by the Credit Party in respect full amount of the costs such cost or expenses expense, including such part thereof as represents VAT, save to the extent that the Credit such Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of the VATauthority. (div) Any reference in this Section 2.17B subsection (k) to any party Person shall, at any time when such party Person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation United Kingdom Value Added Tax Act 1994), or any substantially similar concept in the case of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added taxa group for non-United Kingdom VAT purposes, at such time. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (ai) All amounts set outout in, or expressed to be payable under under, a Loan Document by a Borrower to any party to a Credit Party Arranger, Agent or Lender which (in whole or in part) constitute constitutes the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessupply, and accordingly, subject to clause paragraph (biii) below, if VAT is or becomes chargeable on any supply made by any Credit Party an Arranger, an Agent or a Lender to any party Borrower under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VATDocument, that party Borrower shall pay to the Credit Party relevant Arranger, Agent or Lender (as appropriate) (in addition to and at the same time as paying the consideration for such supplyconsideration) an amount equal to the amount of such the VAT (and such Credit Party Arranger, Agent or Lender (as appropriate) shall promptly provide an appropriate VAT invoice to such partyBorrower). (bii) If VAT is or becomes chargeable on any supply made by any Credit Party Arranger, Agent or Lender (the “Supplier”) to any other Credit Party Arranger, Agent or Lender (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Relevant Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient it reasonably determines is in respect of such VATrelates to the VAT chargeable on that supply. (ciii) Where a Loan Document requires any party to reimburse an Arranger, an Agent or a Credit Party Lender for any costs or expenses, that party shall also at the same time reimburse and pay to the relevant Arranger, Agent or Lender, and indemnify the Credit Party against relevant Arranger, Agent or Lender against, all VAT incurred by the Credit Party relevant Arranger, Agent or Lender in respect of the costs or expenses to the extent that the Credit Party relevant Arranger, Agent or Lender reasonably determines that neither it nor any other member of any a group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Section 2.17B to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. All payments or other consideration payable under this Agreement are exclusive of VAT. If and to the extent VAT (ai) All amounts set outis properly chargeable in accordance with applicable laws in respect of, or expressed as a result of, any supplies of goods or services, or sales rendered under this Agreement and (ii) is to be payable under a Loan Document paid to the competent tax authorities by any party the Party making such supply of goods or services, or sales, the receiving Party shall pay, in addition to a Credit Party which the payment (in whole or part) constitute the provision of other consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or suppliessales), and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party to any party under a Loan Document and such Credit Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Credit Party (in addition to and at the same time as paying the consideration for such supply) an amount equal to such VAT at the applicable rate to the providing Party upon receipt of a valid VAT invoice (or, if later, on the due date for payment (or the provision of such other consideration) for such supply or sale). The Parties shall issue invoices for all amounts payable or other consideration provided under this Agreement consistent with applicable VAT laws and regulations and irrespective of whether the sums or other consideration may be netted for settlement purposes. Each Party shall provide such information as is reasonably requested by the other Party to enable the recovery, as permitted by applicable laws, of any VAT charged in respect of any supplies of goods or services, or sales, rendered under this Agreement, such recovery being for the benefit of the Party bearing the economic cost of such VAT under this Section 9.4(c). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the Party providing the supply or service, any change in such providing Party’s tax residency, any change in the entity that provides the supply or service, or any failure on the part of such providing Party to comply with applicable law (other than any failure resulting from reliance on any certification or other information provided by the Party receiving the supply or service with respect to the amount of applicable VAT) with respect to VAT (including filing or record retention requirements), VAT is imposed that would not otherwise have been imposed (“Incremental VAT”), then, if and to the extent such Incremental VAT cannot be offset or recovered by means of an input VAT deduction by the Party receiving the supply or service, the Party providing the supply or service shall be solely responsible for the amount of such Incremental VAT (and such Credit Party shall promptly provide an appropriate VAT invoice to such party). (b) If VAT is or becomes chargeable on any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses to the extent that the Credit Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment from the relevant tax authority in respect of the VAT. (d) Any reference in this Section 2.17B to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide or service so that such Credit ​ receiving Party with details is left in the same after-Tax position it would have been in had there been no such imposition of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17Incremental VAT.

VAT. (a) 10.1 All amounts sums set out, out in this Agreement and the Intertrust Corporate Services Fee Letter or expressed otherwise payable by the Issuer to be payable under a Loan Document by any party the Intertrust Corporate Services Provider pursuant to a Credit Party which (in whole this Agreement or part) constitute the consideration for a supply or supplies for VAT purposes Intertrust Corporate Services Fee Letter shall be deemed to be exclusive of any VAT which is chargeable on such any supply or suppliessupplies for which such sums (or any part thereof) are the whole or part of the consideration for VAT purposes. 10.2 Where, pursuant to the terms of this Agreement or the Intertrust Corporate Services Fee Letter, the Intertrust Corporate Services Provider makes a supply to either Appointing Party for VAT purposes and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party to any party under a Loan Document and such Credit Party is required to account supply, the Issuer shall, subject to the relevant tax authority for receipt of a valid VAT invoice from the VATIntertrust Corporate Services Provider, that party shall pay to the Credit Party Intertrust Corporate Services Provider (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such VAT (and such Credit Party shall promptly provide an appropriate VAT invoice to such party). (b) If VAT is or becomes chargeable on any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount sum equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to . 10.3 Where any credit or repayment obtained person is required by the Recipient from terms of this Agreement or the relevant tax authority which Intertrust Corporate Services Fee Letter to reimburse or indemnify any other person (other than the Recipient reasonably determines is in respect Issuer) for any cost or expense, such first person shall reimburse or indemnify (as the case may be) such other person for the full amount of such cost or expense, including such part thereof as represents VAT. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses save to the extent that the Credit Party reasonably determines that neither it nor any such other member of any group of which it is a member for VAT purposes person is entitled to credit or repayment from the relevant tax authority in respect of such VAT from HMRC. 10.4 Where any person is required by the terms of this Agreement or the Intertrust Corporate Services Fee Letter to reimburse or indemnify either Appointing Party for any cost or expense, such person shall reimburse or indemnify (as the case may be) such Appointing Party for the full amount of such cost or expenses, including such part thereof as represents VAT. (d) Any reference in this Section 2.17B to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added tax. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (ai) All amounts set out, out or expressed in a Loan Document to be payable under a Loan Document by any party to the Administrative Agent, any L/C Issuer or any Lender (each, a Credit Party “Finance Party” for the purposes of this subsection (k)) which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (bii) below, if VAT is or becomes chargeable on any supply made by any Credit Finance Party to any party hereto under a this Agreement or any other Loan Document and such Credit Party is required to account to the relevant tax authority for the VATDocument, that party shall pay to the Credit Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such VAT (and such Credit Finance Party shall promptly provide an appropriate VAT invoice to such party). (bii) If VAT is or becomes chargeable on any supply made by any Credit Finance Party (the “Supplier”) to any other Credit Finance Party (the “Recipient”) under a this Agreement or any other Loan Document, and any party hereto other than the Recipient (the “Subject Party”) is required by the terms of this Agreement or any other Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such party the Subject Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (ciii) Where a this Agreement or any other Loan Document requires any party hereto to reimburse or indemnify a Credit Finance Party for any costs cost or expensesexpense, that party shall also at reimburse or indemnify (as the same time pay and indemnify case may be) such Finance Party for the Credit Party against all VAT incurred by the Credit Party in respect full amount of the costs such cost or expenses expense, including such part thereof as represents VAT, save to the extent that the Credit such Finance Party reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of the VATauthority. (div) Any reference in this Section 2.17B subsection (k) to any party personPerson shall, at any time when such party person is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation United Kingdom Value Added Tax Act 1994), or any substantially similar concept in the case of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added taxa group for non-United Kingdom VAT purposes, at such time. (e) In relation to any supply made by a Credit Party under a Loan Document if reasonably requested by such Credit Party, the party receiving the supply must promptly provide such Credit Party with details of that party’s VAT registration and such other information is reasonably requested in connection with such Credit Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (a) All amounts set out, or expressed to be payable under a Loan Finance Document by any party Party to a Credit Party the Lender which (in whole or in part) constitute the consideration for a any supply or supplies for VAT purposes shall be are deemed to be exclusive of any VAT which is chargeable on such supply or suppliesthat supply, and accordingly, subject to clause (b) below, if VAT is or becomes chargeable on any supply made by any Credit Party the Lender to any party Party under a Loan Finance Document and such Credit Party the Lender is required to account to the relevant tax authority for the VAT, that party shall Party must pay to the Credit Party Lender (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such the VAT (and such Credit Party shall the Lender must promptly provide an appropriate VAT invoice to such partythat Party). (b) If VAT is or becomes chargeable on Where a Finance Document requires any supply made by any Credit Party (the “Supplier”) to any other Credit Party (the “Recipient”) under a Loan Document, and any party other than the Recipient (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of Lender for any cost or expense, that consideration), such party Party shall also pay to reimburse or indemnify (as the Supplier (in addition to and at case may be) the same time as paying such amount) an amount equal to Lender for the full amount of such cost or expense, including such part of it as represents VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. (c) Where a Loan Document requires any party to reimburse a Credit Party for any costs or expenses, that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses save to the extent that the Credit Party Lender reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment in respect of such VAT from the relevant tax authority in respect of the VATauthority. (dc) Any reference in this Section 2.17B Clause 13.6 (VAT) to any party Party shall, at any time when such party 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 representative member person who is treated at that time as making the supply, or “parent” (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on (or as implemented by the common system relevant member state of value added taxthe 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 that group or unity at the relevant time (as the case may be). (ed) In relation to any supply made by a Credit the Lender to any Party under a Loan Document Finance Document, if reasonably requested by such Credit Partythe Lender, the party receiving the supply that Party must promptly provide such Credit Party the Lender with details of that party’s Party's VAT registration and such other information as is reasonably requested in connection with such Credit Party’s the Lender's VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.

VAT. (ai) All amounts set out, out or expressed in a Loan Document to be payable under a Loan Document by any party to any Lender, the Administrative Agent or Issuing Bank (a Credit Party “Finance Party”) which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause (bii) below, if VAT is or becomes chargeable on any supply made by any Credit Finance Party to any party under a Loan Document and such Credit Finance Party is required to account to the relevant tax authority for the VAT, that party shall pay to the Credit Finance Party (in addition to and at the same time as paying the any other consideration for such supply) an amount equal to the amount of such VAT (and such Credit Finance Party shall promptly provide an appropriate VAT invoice to such party). (bii) If VAT is or becomes chargeable on any supply made by any Credit Finance Party (the “Supplier”) to any other Credit Finance Party (the “RecipientReceiver”) under a Loan Document, and any party other than the Recipient Receiver (the “Subject Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse or indemnify the Recipient Receiver in respect of that consideration), such party ): (A) where the Supplier is the person required to account to the relevant tax authority for the VAT the Subject Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient Receiver will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient Receiver from the relevant tax authority which the Recipient Receiver reasonably determines is in respect of such VAT.; and (cB) Where a Loan Document requires any party where the Receiver is the person required to reimburse a Credit account to the relevant tax authority for the VAT, the Subject Party for any costs or expensesshall promptly, following demand from the Receiver, pay to the Receiver an amount equal to the amount of VAT chargeable on that party shall also at the same time pay and indemnify the Credit Party against all VAT incurred by the Credit Party in respect of the costs or expenses supply but only to the extent that the Credit Party Receiver reasonably determines that neither it nor any other member of any group of which it is a member for VAT purposes is not entitled to credit or repayment from the relevant tax authority in respect of the that VAT. (diii) Where a Loan Document requires any party to reimburse or indemnify a Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.17B paragraph (k) to any party shall, at any time when such party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member or “parent” of such group at such time (the term “representative member” and “parent” to have the same meaning as in the relevant legislation of any jurisdiction having implemented Council Directive 2006/112/EC on the common system of value added taxValue Added Tax Xxx 0000 (UK)). (ev) In relation to any supply made by a Credit any Finance Party to any party under a any Loan Document Document, if reasonably requested by such Credit Finance Party, the that party receiving the supply must shall promptly provide such Credit Finance Party with details of that party’s VAT registration and such other information as is reasonably requested in connection with such Credit Finance Party’s VAT reporting requirements in relation to such supply. This Section 2.17B shall be deemed to constitute an integral part of Section 2.17.