Common use of VAT Clause in Contracts

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

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

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

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

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

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

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

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

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts set out or expressed in a Finance Document to be payable under a Loan Document by any Loan Party to a Secured Finance Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is or becomes chargeable on that supplysuch supply or supplies, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Finance Document and such Secured that Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must shall pay to such Secured the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Finance Party shall promptly provide an appropriate VAT invoice to that Loan such Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration):), (Ai) (where where, the Supplier is the person required to account to the relevant tax authority for the VAT) , the Relevant Subject Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the such VAT. The Specified Recipient must will (where this paragraph (Ai) applies) promptly pay to the Relevant Subject Party an amount equal to any credit or repayment obtained by the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the is in respect of such VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Subject Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall also reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 16.8 to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of such group at such time (the term “representative member” to have the same meaning Directive 2006/112/EC, or as in the Value Added Tax Act 1994implemented by a Member State). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s its VAT registration number and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 10.9.1 If the Lessor makes any supply to the contrary: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 (or other evidence that the Lessor has been obliged to account for VAT in respect of that supply in accordance with applicable law) pay to the Lessor an amount equal to any Value Added Tax which is payable in respect of that supply. (i) All amounts expressed 10.9.2 If and to the extent that any payment or other consideration to be payable under a Loan Document made or furnished by the Lessor to any Loan Party person, other than the Lessee, pursuant to a Secured Party which (in whole or in partconnection 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 result of any increase in the rate of) constitute any Value Added Tax, the consideration for Lessee shall pay to the Lessor within ten (10) days of demand an amount equal to any supply for VAT purposes are deemed Value Added Tax in relation thereto that proves to be exclusive Irrecoverable VAT. 10.9.3 No payment or other consideration to be made or furnished by the 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 the 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 Value Added Tax is not Irrecoverable VAT which is chargeable on that supplyit shall, and accordinglypromptly following such determination, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party under a Loan Document and such Secured Party is required to account pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) Lessee an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994)determined not to be Irrecoverable VAT, and on presentation of a valid VAT invoice by the Lessee. (v) In relation 10.9.4 The Lessee and the Lessor agree to co-operate with a view to minimising any supply made Irrecoverable VAT suffered by a Secured Party either party under any transaction or document contemplated by any Relevant Document but so that neither party shall be required to do anything which would not be good business practice and legal or which would involve any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation adverse consequences to such supplyit.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Recipient to any Loan Party under a Loan Document and such Secured Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Recipient must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Recipient (the “Supplier”) to any other Secured Party Recipient (the “Specified RecipientReceiving Party”) under a Loan Document, and any Loan Party other than the Specified Recipient Receiving Party (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient Receiving Party in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient Receiving Party must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient Receiving Party receives from the relevant tax authority which the Specified Recipient Receiving Party reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient Receiving Party is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified RecipientReceiving Party, pay to the Specified Recipient Receiving Party an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient Receiving Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g3.01(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member Person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of such group at such time (the term “representative member” to have the same meaning Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in the Value Added Tax Act 1994any other jurisdiction). (v) In relation to any supply made by a Secured Party Recipient to any Loan Party under a Loan Document, if reasonably requested by such LenderRecipient, that Loan Party must promptly provide such Secured Party Recipient with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyRecipient’s VAT reporting requirements in relation to such supply. (vi) For the avoidance of doubt, this Section 3.01(g) shall be subject to Sections 2.20 and 2.21.

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

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

VAT. Notwithstanding anything (i) Subject to Section 6.5(k)(ii), all payments made pursuant to this Agreement are exclusive of VAT. Any VAT imposed on the transfers of the Purchased Assets and Assumed Liabilities to Purchaser (or any of the Purchaser Designated Affiliates) shall be charged to Purchaser (or the relevant Purchaser Designated Affiliate) in addition to the Purchase Consideration. Purchaser (or the relevant Purchaser Designated Affiliate) shall pay any such VAT upon receipt of the relevant VAT invoices, if such invoice is required under applicable Law. Purchaser and Seller Parent shall, and shall cause their respective Affiliates to, exercise commercially reasonable efforts to satisfy all compliance obligations necessary in order to treat any such transfer as a transfer of a going concern for VAT purposes where permissible under applicable Law. Where Seller Parent has treated, or caused its Affiliates to treat, a transaction under this Agreement as a transfer of a going concern or otherwise exempt from or outside the scope of VAT and it receives notice that a Taxing Authority disagrees with that treatment, it shall promptly notify Purchaser and reasonably cooperate with Purchaser to contest such disagreement upon Purchaser’s request, provided that Purchaser shall indemnify Seller Parent in respect of any costs, expenses, fees or Taxes incurred in connection with such contest. Seller Parent shall issue (or shall cause to be issued) any invoice necessary and reasonably cooperate with Purchaser and its Affiliates to provide information and documentation necessary for Purchaser and its Affiliates to comply with its VAT obligations under applicable Law. For clarity, this Section 6.5(k)(i) does not apply to any VAT imposed on any transaction or step forming part of the Seller Internal Restructurings or the Purchaser Internal Restructurings. Seller Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Seller Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such VAT and Purchaser Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Purchaser Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such VAT. (ii) The Purchaser Parent Termination Fee is inclusive of any amounts in respect of VAT thereon but subject to the calculations set out in this Section 2.03 6.5(k) (ii). The Parties intend, and shall use reasonable efforts to secure, that the contrary: (i) All amounts expressed to Purchaser Parent Termination Fee, being compensatory in nature, is not and will not be payable under treated for VAT purposes as consideration for a Loan Document by any Loan Party to taxable supply. If a Secured Party which (Taxing Authority determines that the Purchaser Parent Termination Fee is, in whole or in part) constitute the , consideration for any a Tax supply for VAT purposes are deemed purposes, then: (A) if Purchaser Parent (or any other member of the VAT group to be exclusive of which it belongs) is liable to account for any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party the Purchaser Parent Termination Fee under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VATVAT reverse charge mechanism, that Loan Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the Purchaser Parent Termination Fee shall be reduced so that the sum of (x) the Purchaser Parent Termination Fee (as so reduced), and (y) any VAT reverse charge thereon which Purchaser Parent (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (member of the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”VAT group to which it belongs) is required not entitled to recover (by the terms way of any Loan Document to pay an amount credit or repayment) as input tax, is equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the unreduced amount of the VATPurchaser Parent Termination Fee. The Specified Recipient must (where this paragraph (A) applies) promptly pay In that scenario, Purchaser Parent shall be responsible for complying with all obligations relating to that reverse charge imposed by the Relevant Party an amount equal to any credit or repayment Laws of the Specified Recipient receives from the relevant tax authority jurisdiction in which the Specified Recipient reasonably determines relates to VAT is accountable under the VAT chargeable on that supplyreverse charge mechanism; and (B) (where the Specified Recipient if Seller Parent is the person required liable to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expenseVAT on the Purchaser Parent Termination Fee, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save then to the extent that such Secured Party reasonably determines that it VAT is entitled to recoverable (by way of credit or repayment repayment) as input tax by Purchaser Parent (or any other member of the VAT group to which it belongs), the amount of the Purchaser Parent Termination Fee shall be increased such that, less any such recoverable VAT in respect thereof, it equals the amount of such VAT from the relevant tax authority. (iv) Any reference in Purchaser Parent Termination Fee before taking into account any adjustment under this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 19946.5(k)(ii)(B). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

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

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

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

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

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

VAT. Notwithstanding anything in this Section 2.03 2.16 to the contrary: (ia) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Party to any Loan Party under a Loan Document and such Secured Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Lender Party (in addition to and at the same time as paying any other consideration for such supplysupply or, if later, on presentation of a valid VAT invoice) an amount equal to the amount of the VAT (and such Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Lender Party (the “Supplier”) to any other Secured Lender Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) 2.22 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member Person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of such group at such time (the term “representative member” to have the same meaning Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in the Value Added Tax Act 1994any other jurisdiction). (ve) In relation to any supply made by a Secured Lender Party to any Loan Party under a Loan Document, if reasonably requested by such LenderLender Party, that Loan Party must promptly provide such Secured Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Lender Party’s VAT reporting requirements in relation to such supply.

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

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

VAT. Notwithstanding anything in this Section 2.03 to (a) To the contrary: (i) All extent applicable, all amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “"Supplier”") to any other Secured Finance Party (the “Specified "Recipient”") under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “"Relevant Party”") is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VATVAT (if applicable). The Specified Recipient must (where this sub-paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT (if applicable) chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply (if applicable) but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof of it as represents VATVAT (if applicable), save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT (if any) from the relevant tax authority. (ivd) Any reference in this Section 2.03(gClause 12.6 (VAT) to any Loan Party shall, at any time when such Loan that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposespurposes (if applicable), include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes (if applicable) at the relevant time or the relevant representative member (or representative or head) of such that group or unity at such the relevant time (as the term “representative member” to have the same meaning as in the Value Added Tax Act 1994case may be). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s 's VAT registration (if applicable) and such other information as is reasonably requested in connection with such Secured Finance Party’s 's VAT reporting requirements (if applicable) in relation to such supply. (f) For the avoidance of doubt, no VAT is chargeable by a Finance Party in connection with any Instalment, any payment of interest or any of the fees set out under Clause 11 (Fees).

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts set out, or expressed in a Credit Document to be payable under a Loan Document by any Loan Party party to such agreement (a “Party”) to a Secured Party Creditor which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supplysuch supply or supplies, and accordingly, subject to sub-paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Secured Creditor to any Loan Party under a Loan Document and such Secured Credit Document, that Party is required to account shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Creditor (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the such VAT (and such Lender must Secured Creditor shall promptly provide an appropriate VAT invoice to that Loan such Party)) unless the reverse charge procedure applies. (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Creditor (the “Supplier”) to any other Secured Party Creditor (the “Specified Recipient”) under a Loan Credit Document, and any Loan Party other than the Specified Recipient (the “Relevant Subject Party”) is required by the terms of any Loan Credit Document to pay an amount equal to the consideration for that such supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant ), such Party must shall also pay to the Supplier (in addition to and at the same time as paying that such amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that such VAT. (iii) Where a Loan Credit Document requires any Loan Party to reimburse or indemnify a Secured Party Creditor for any cost or expense, that Loan the Party shall reimburse or indemnify (as the case may be) such Lender Secured Creditor for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Creditor reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) 5.04.8 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 19941994 (United Kingdom) and the A New Tax System (Goods and Services Tax) ▇▇▇ ▇▇▇▇ (Australia) as well as the equivalent meaning in any other jurisdiction where applicable). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

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

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

VAT. Notwithstanding anything in this Section 2.03 2.14 to the contrary: (ia) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Lender Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Party to any Loan Party under a Loan Document and such Secured Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Lender Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Lender Party (the “Supplier”) to any other Secured Lender Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Lender Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) 2.21 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member Person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of such group at such time (the term “representative member” to have the same meaning Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in the Value Added Tax Act 1994any other jurisdiction). (ve) In relation to any supply made by a Secured Lender Party to any Loan Party under a Loan Document, if reasonably requested by such LenderLender Party, that Loan Party must promptly provide such Secured Lender Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Lender Party’s VAT reporting requirements in relation to such supply.

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

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

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

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed a. The Purchase Price is meant to be payable under a Loan Document by net amount that does not include any Loan Party to a Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to To the extent that the Specified Recipient reasonably determines that it execution of the transactions contemplated by this Agreement is not entitled subject to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save such VAT shall be paid by Purchaser at Closing in addition to the Purchase Price if and to the extent such VAT is owed by Seller and/or a Selling Affiliate to the relevant Taxing Authority. Provided however, that if such Secured Party reasonably determines VAT is an Unrecoverable VAT, the amount paid by purchaser at Closing Shall be the amount specified in Section 24.1 hereof. If and to the extent VAT is owed by Purchaser pursuant to reverse charge mechanism or any similar provision under the VAT Laws of a relevant jurisdiction, Purchaser shall remit it to the competent Taxing Authority (by way of cash payment or other applicable settlement method). Seller and/or the relevant Selling Affiliate shall issue on the Closing Date any required invoices and required supporting documentation in line with applicable VAT Laws. The determination (i) to what extent the transaction contemplated by the execution of this Agreement is subject to VAT, and (ii) to what extent such VAT is owed by Seller, a Selling Affiliate or by Purchaser shall be made by the Parties prior to Closing; if the Parties fail to reach such an agreement the reasonable opinion of Seller on such treatment shall be applied at Closing reflected in any invoices to be issued on the Closing Date and VAT returns to be filed by the Parties with respect the sale and transfer of the Business. b. To the extent applicable and legally possible the Parties shall seek and cooperate to treat the sale and transfer of the Business in the relevant jurisdiction as a non-VATable transfer of a going concern (i.e., business as a whole) and provide each other with all relevant information for that it is entitled purpose. Twenty (20) Business Days after Purchaser has identified all Purchaser Designees according to credit or repayment in Section 5.2, Seller shall indicate to Purchaser which transactions, according to Seller’s opinion, may trigger VAT. In respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is transactions that have been treated as a member non-VATable transfer of a group going concern at Closing, Purchaser represents that it and each Purchaser Designee (i) is an entrepreneur for VAT purposes, include (where appropriate ii) acquires the Business for its business (für sein Unternehmen) and unless (iii) will continue to run the context otherwise requiresBusiness for a period of at least twenty four (24) months essentially in a reference way as it was run immediately prior to the representative member Closing Date (Unternehmensfortführung). For the avoidance of such group at such time (doubt, the term “representative member” to last sentence of Section 12.3(a) remains unaffected. c. Seller and each relevant Selling Affiliate have the same meaning as right to opt for VAT on the Closing Date in respect of but not limited to the Value Added Tax Act 1994)Sold Assets to the extent the requirements under the relevant VAT Laws are fulfilled. For the avoidance of doubt, Section 12.3(b) shall be unaffected. d. If a VAT amount actually payable as a consequence of the execution of the transactions contemplated by this Agreement turns out to be higher or lower than the amount shown on the relevant invoice issued by Seller or a Selling Affiliate (vincluding if no VAT has been invoiced at all) due to (i) the Final Purchase Price Allocation, (ii) an assessment after Closing of a Taxing Authority in charge of Seller’s or a Selling Affiliate’s VAT affairs, or (iii) for any other reason identified by the Parties after Closing, the Parties shall make appropriate declarations and filings with the relevant Taxing Authorities, amend any invoices (to the extent required by applicable VAT Laws), provide to the respective other Party any requested information and copies of relevant documents and make any required payments to each other and the Taxing Authorities, respectively, in each case without undue delay. In relation particular, if according to any supply a determination made by a Secured Taxing Authority in charge of Seller’s or a Selling Affiliate’s VAT affairs the VAT payable by Seller or a Selling Affiliate is higher than shown on the relevant invoice (including if no VAT has been invoiced at all), Purchaser shall pay the corresponding shortfall amount to Seller (taking into account whether or not the VAT is an Unrecoverable VAT) (or the relevant Selling Affiliate as directed by Seller) within ten (10) Business Days after receipt of notification of the shortfall amount by Seller, but not earlier than five (5) Business Days before the relevant VAT becomes due (taking into account any extension of the due date granted by the Taxing Authority). Any interest and/or penalty due to be paid to a Taxing Authority on the VAT due by the execution of the transactions contemplated by this Agreement shall be borne by Purchaser, provided however, that in the case of an Unrecoverable VAT, such amount shall be borne by the Purchaser in accordance with Section 24.1 hereof in respect of those transactions treated as a non-VAT able transfer of a going concern; in all other cases any interest and/or penalty shall be equally borne by the Parties unless and to the extent such interest and/or penalty is triggered by a failure of one Party to any Loan timely pay the VAT in accordance with the determination under Section 12.3(a) in which case such Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supplyshall bear the respective interest/penalty.

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

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

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Recipient to any Loan Party under a Loan Document and such Secured Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender suchsubject to the relevant Recipient must promptly provide provideproviding an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Recipient (the ““ Supplier”” ) to any other Secured Party Recipient (the “Specified Recipient“Receiving Party””) under a Loan Document, and any Loan Party other than the Specified Recipient Receiving Party (the ““Relevant Party””) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient Receiving Party in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient Receiving Party must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient Receiving Party receives or obtains from the relevant tax authority which the Specified Recipient Receiving Party reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient Receiving Party is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified RecipientReceiving Party, pay to the Specified Recipient Receiving Party an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient Receiving Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g3.01(gh) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member Person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of such group at such time (the term “representative member” to have the same meaning Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in the Value Added Tax Act 1994any other jurisdiction). (v) In relation to any supply made by a Secured Party Recipient to any Loan Party under a Loan Document, if reasonably requested by such LenderRecipient, that Loan Party must promptly provide such Secured Party Recipient with details of that Loan PartyParty’sParty’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyRecipient’sRecipient’s VAT reporting requirements in relation to such supply. (vi) For the avoidance of doubt, this Section 3.01(gh) shall be subject to Sections 2.20 and 2.21.

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

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

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

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

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

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate a valid VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 13.7 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have mean the same meaning group member notified by the Revenue Commissioners in accordance with section 15(1)(a) of VATCA 2010 as being the member responsible for complying with the provisions of VATCA 2010 in respect of the group or any other person notified or designated as being responsible in the Value Added Tax Act 1994case of VAT in any jurisdiction other than Ireland as appropriate). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration (if applicable) and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

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

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

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party party to a Secured Party Lender or the Administrative Agent, the Arrangers or the Sustainability Coordinator (each a “Finance Party”) which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph subsection (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party party under a Loan Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the that VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Partyparty). (ii) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Document, and any Loan Party party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph subsection (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g3.01(l) to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 19941994 (UK) or in any analogous legislation enacted in any jurisdiction other than the United Kingdom). (v) In relation to any supply made by a Secured any Finance Party to any Loan Party party under a Loan Document, if reasonably requested by such LenderFinance Party, that Loan Party party must promptly provide such Secured Finance Party with details of that Loan Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party party to a Secured Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) belowSection 4.14.7(ii), if VAT is or becomes chargeable on any supply made by any Lender Recipient to any Loan Party party under a Loan Document and such Secured Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party party must pay to such Secured Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide or, if later, on presentation of an appropriate VAT invoice to that Loan Party)by such Recipient. (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Recipient (the “Supplier”) to any other Secured Party Recipient (the “Specified Supply Recipient”) under a Loan Document, and any Loan Party party other than the Specified Supply Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Supply Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Supply Recipient must (where this paragraph (ASection 4.14.7(ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Supply Recipient receives from the relevant tax authority which the Specified Supply Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Supply Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Supply Recipient, pay to the Specified Supply Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Supply Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party party to reimburse or indemnify a Secured Party Recipient for any cost or expense, that Loan Party party shall reimburse or indemnify (as the case may be) such Lender Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) 4.14.7 to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994▇▇▇ ▇▇▇▇ of the United Kingdom or equivalent non-UK law). (v) In relation to any supply made by a Secured Party Recipient to any Loan Party party under a Loan Document, if reasonably requested by such LenderRecipient, that Loan Party party must promptly provide such Secured Party Recipient with details of that Loan Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyRecipient’s VAT reporting requirements in relation to such supply.

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

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

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

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

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

VAT. Notwithstanding anything in this Section 2.03 7.1 Where pursuant to the contrary: terms of this Agreement, any party (ithe "SUPPLIER") All amounts expressed makes a supply to be payable under a Loan Document by any Loan Party to a Secured Party which other party (in whole or in partthe "RECIPIENT") constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any and VAT which is chargeable on that such supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party under a Loan Document and such Secured Party is required to account the Recipient shall pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Supplier (in addition to and at the same time as paying any other consideration for such supply) an amount a sum equal to the amount of such VAT, such payment to be made no later than three working days before the last day (as notified to the Recipient by the Supplier in writing) on which the Supplier can account to H M Customs & Excise for such VAT (without incurring any interest or penalties, and such Lender must promptly the Supplier shall provide an appropriate the Recipient with a valid tax invoice for VAT invoice to that Loan Party)purposes. 7.2 Any obligation to reimburse or pay another party's expenditure extends to irrecoverable VAT on that expenditure and the person liable to pay shall also reimburse or pay such VAT. 7.3 If either party (iithe "PAYER") If has paid any amount in respect of VAT is or becomes chargeable under this Clause 7 to the other party (the "PAYEE") on any the basis that: 7.3.1 The Transaction in respect of which such amount was paid gave rise to a supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal Payee to the consideration Payer for VAT purposes; and 7.3.2 such supply was a taxable supply for VAT purposes and it subsequently transpires that no supply was made, or that such supply was not a taxable supply, for VAT purposes, the Payee shall forthwith repay such amount to the Supplier (rather than being required Payer PROVIDED THAT, if the payee has already accounted to reimburse or indemnify the Specified Recipient H M Customs & Excise for VAT in respect of the said transaction on the basis that consideration): (A) (where such transaction gave rise to a taxable supply for VAT purposes, the Supplier is the person required Payee shall only be obliged to account repay such amount to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only Payer if and to the extent that the Specified Recipient reasonably determines that it is not entitled able to obtain repayment or credit or repayment from the relevant tax authority H M Customs & Excise in respect of that VAT. (iii) Where the VAT it has accounted to them, and in such a Loan Document requires any Loan Party case, the Payee shall use all reasonable endeavours to reimburse obtain such repayment or indemnify a Secured Party for any cost credit from H M Customs & Excise, and the Payee shall only be obliged to repay such amount to the Payer as aforesaid within three working days following receipt by the Payee of the said repayment from H M Customs & Excise or expense, that Loan Party shall reimburse or indemnify three working days following the date on which the Payee has fully utilised the said credit (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything (a) Section 6.5(k)(i) is hereby amended and restated in this Section 2.03 its entirety to the contrarystate: (i) All amounts expressed Notwithstanding anything to the contrary in this Agreement, subject to Section 6.5(k)(ii), (A) all payments made pursuant to this Agreement are exclusive of VAT and (B) any VAT imposed on the transfers of the Purchased Assets and Assumed Liabilities and the Purchaser Business to Purchaser (or any of the Purchaser Designated Affiliates) shall be payable under a Loan Document by any Loan Party charged to a Secured Party which Purchaser (or the relevant Purchaser Designated Affiliate) in whole or addition to, in part) constitute the case of the Purchased Assets and Assumed Liabilities, the Purchase Consideration and, in the case of the Purchaser Business, the consideration for referred to in the description of the Purchaser Contribution. Purchaser (or the relevant Purchaser Designated Affiliate) shall pay any supply such VAT upon receipt of the relevant VAT invoices, if such invoice is required under applicable Law. Purchaser, Purchaser Parent and Seller Parent shall, and shall cause their respective Affiliates to, exercise commercially reasonable efforts to satisfy all compliance obligations necessary in order to treat any such transfer as a transfer of a going concern for VAT purposes are deemed where permissible under applicable Law. Where Seller Parent or Purchaser Parent has treated, or caused its Affiliates to be exclusive treat, a transaction under this Agreement as a transfer of any a going concern or otherwise exempt from or outside the scope of VAT which is chargeable on and it receives notice that supplya Taxing Authority disagrees with that treatment, it shall promptly notify Purchaser and accordinglyreasonably cooperate with Purchaser to contest such disagreement upon Purchaser’s request, subject to paragraph (ii) below, if VAT is provided that Purchaser shall indemnify Seller Parent or becomes chargeable on any supply made by any Lender to any Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify Purchaser Parent (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shallcosts, at any time when such Loan Party is treated as a member of a group for VAT purposesexpenses, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested fees or Taxes incurred in connection with such Secured Party’s contest. Seller Parent in the case of the Purchased Assets and Assumed Liabilities and Purchaser Parent in the case of the Purchaser Business shall issue (or shall cause to be issued) any invoice necessary and reasonably cooperate with Purchaser and its Affiliates to provide information and documentation necessary for Purchaser and its Affiliates to comply with its VAT reporting requirements obligations under applicable Law. For clarity, this Section 6.5(k)(i) does not apply to any VAT imposed on any transaction or step forming part of the Seller Internal Restructurings or the Purchaser Internal Restructurings. Seller Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Seller Internal Restructurings and the costs of preparing and filing any Tax Returns in relation respect of any such VAT and Purchaser Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Purchaser Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such VAT. Notwithstanding the foregoing, any VAT imposed on any transaction or step set out under the heading “Alternate Steps” on Exhibit A of the Tax Indemnity Side Letter and which would not have been imposed upon the consummation of the steps set out under the heading “Original Steps” on Exhibit A of the Tax Indemnity Side Letter shall be governed by the terms of the Tax Indemnity Side Letter, and this Section 6.5(k)(i) shall not apply to such supplyVAT.”

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

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

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

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

VAT. Notwithstanding anything in this Section 2.03 3.01 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party Lender or Agent which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender or Agent to any Loan Party under a Loan Document and such Secured Party Lender or Agent is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Lender or Agent (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender or Agent must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Lender or Agent (the “Supplier”) to any other Secured Party Lender or Agent (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party Lender or Agent for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender or Agent for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Lender or Agent reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g3.01(h) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 19941994 of the United Kingdom). (v) In relation to any supply made by a Secured Party Lender or Agent to any Loan Party under a Loan Document, if reasonably requested by such LenderLender or Agent, that Loan Party must promptly provide such Secured Party Lender or Agent with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyL▇▇▇▇▇’s or Agent’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed stated to be payable by either party under a Loan Document by any Loan Party to a Secured Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to this Agreement shall be exclusive of any VAT which is properly chargeable on that supply, and accordingly, subject any amount. Each party shall pay to paragraph (ii) below, if the other party any VAT is or becomes properly chargeable on any supply made by to it under this Agreement provided that it shall first have received from the other party a valid tax invoice in respect of that supply which complies with the requirements of Part III Value Added Tax Regulations 1995. If either party (referred to in this Clause as the "First Party") shall consider that any Lender VAT which the other party (referred to any Loan Party under a Loan Document and such Secured Party is required in this Clause as the "Second Party") claims to account be properly chargeable to the relevant tax authority First Party in connection with this Agreement is not in fact properly so chargeable, the First Party shall be entitled to require the Second Party to obtain a clearance from the Commissioners for the VATRevenue & Customs (or, that Loan Party must pay to if relevant, such Secured Party (in addition to and other body as is charged at the same time with the collection and management of VAT) (referred to in this Clause as paying any other consideration for such supplythe "Commissioners") an amount equal as to the amount of the VAT (if any) properly so chargeable. The Second Party shall forthwith request the Commissioners for such a clearance. The following further provisions shall apply in respect of the application for a clearance in accordance with Clause 28.3:- prior to submitting its request for such a clearance and any further communication to the Commissioners in connection with the obtaining of the clearance, the Second Party shall first obtain the agreement of the First Party to the contents of such Lender must promptly request and any such further communication, such agreement not to be unreasonably withheld or delayed; the Second Party shall provide an appropriate VAT invoice to that Loan Party). the First Party copies of all communications received from the Commissioners in connection with the application for a clearance as soon as practicable after receipt; and the Second Party shall use all reasonable endeavours (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (including without limitation the “Supplier”provision of such additional information as the Commissioners may require) to any other Secured Party (obtain such a clearance as soon as reasonably practicable following the “Specified Recipient”) under initial request. If a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) clearance is required by the terms of any Loan Document First Party under Clause 28.3, the First Party shall not be obliged to pay an amount equal the VAT so claimed by the Second Party unless and until a clearance is received from the Commissioners which states that a sum of VAT (the "VAT Sum") is properly so chargeable or the Commissioners state that they are not prepared to give any clearance on the consideration for matter. In this case, then subject to Clauses 28.6 and 28.7 and provided that supply the First Party shall first have received a valid tax invoice which complies with the requirements of Part III Value Added Tax Regulations 1995 and which states the VAT Sum to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to be the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay VAT chargeable to the Relevant First Party, the First Party an amount equal to shall pay the VAT Sum (and any credit interest or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates penalties attributable to the VAT chargeable Sum) to the Second Party. If the First Party disagrees with any clearance obtained pursuant to Clause 28.3 by the Second Party from the Commissioners, then the Second Party (provided that it is indemnified to its reasonable satisfaction against all costs and expenses including interest and penalties which it may incur in relation thereto) shall take such action and give such information and assistance to the First Party as the First Party may require to challenge such clearance or otherwise to resist or avoid the imposition of VAT on that the relevant supply. The following further provisions shall apply if the First Party shall exercise its rights under Clause 28.6:- the action which the First Party shall be entitled to require the Second Party to take shall include (without limitation) contesting any assessment to VAT or other relevant determination of the Commissioners before any tax tribunal or court of competent jurisdiction and appealing any judgement or decision of any such tribunal or court; and (B) (where if the Specified Recipient is the person Second Party shall be required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to or deposit with the Specified Recipient an amount Commissioners a sum equal to the VAT chargeable on that supply but only assessed as a condition precedent to its pursuing any appeal, the First Party shall, at its election, either pay such sum to the extent Commissioners on behalf of the Second Party or on receipt of proof in a form reasonably satisfactory to the First Party that the Specified Recipient reasonably determines Second Party has paid such sum to or deposited such sum with the Commissioners the First Party shall pay such sum to the Second Party; save as specifically provided in Clause 28.4, the First Party shall not be obliged to pay to the Second Party any sum in respect of the VAT in dispute to the Second Party or in respect of VAT on any further supplies made by the Second Party to the First Party which are of the same type and raise the same issues as the supplies which are the subject of the relevant dispute unless and until the final outcome of the relevant dispute is that it is not entitled to credit either determined or repayment from agreed that VAT is properly chargeable on the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan supply or supplies; and the Second Party shall account to reimburse or indemnify a Secured the First Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save costs awarded to the extent that such Secured Second Party reasonably determines that it on any appeal, for any sum paid to or deposited with the Commissioners in accordance with Clause 28.7.2 which is repayable to the Second Party and for any interest to which the Second Party is entitled to credit or repayment in respect of such sums. Subject to Clause 28.9, if, following a Change in Law, ▇▇▇▇▇ becomes unable to recover VAT from attributable to supplies to be made to the Authority by hubco pursuant to this Agreement, the Authority shall ensure that hubco is left in no better and no worse position than it would have been had such Change in Law not occurred (including but not limited to making such amendments to this Agreement as hubco and the Authority shall agree acting reasonably), provided that hubco shall use all reasonable endeavours to mitigate the adverse effects of any such Change in Law. The provisions of Clause 28.8 shall apply only if (and to the extent that) the Change in Law was not reasonably foreseeable at the date of this Agreement by an experienced contractor performing operations similar to the relevant tax authority. (iv) Any reference Project Operations on the basis of draft bills published in this Section 2.03(g) to any Loan Party shallGovernment green or white papers or other Government departmental consultation papers, at any time when such Loan Party is treated as a member bills, draft statutory instruments or draft instruments or proposals published in the Official Journal of a group for VAT purposesthe European Union, include (where appropriate and unless the context otherwise requires) a reference in each case published: prior to the representative member date of such group at such time (the term “representative member” to have this Agreement; and in substantially the same meaning form as the Change in the Value Added Tax Act 1994)Law. (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

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

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

VAT. Notwithstanding anything It is understood and agreed between the Parties that any payments made under this Agreement are exclusive of VAT. Where VAT is properly added to a payment made under this Agreement, the payor Party will pay the amount of such VAT only on receipt of a valid Tax invoice (or, where there is no provision in this Section 2.03 to the contrary: (i) All amounts expressed legislation for the jurisdiction concerned that a VAT invoice is required to be payable under issued, a Loan Document by written demand containing such information as is customary in that jurisdiction) issued in accordance with the Laws and regulations of the country in which the VAT is chargeable. If in the event of any Loan Party amendment to a Secured Party which (VAT Laws the sums invoiced without VAT in whole accordance with this Agreement become or in part) constitute are subject to VAT, then the consideration for any supply for VAT purposes are applicable invoices will be deemed to be exclusive of any VAT which is chargeable on that supplyand the payor Party will, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipientsums payable, pay to the Specified Recipient recipient Party, on receipt of an amount equal to the updated, valid VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expenseinvoice, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expenseVAT chargeable thereon. The Parties acknowledge and agree that, including such part thereof as represents VATat the date of this Agreement, save no VAT is expected to the extent that such Secured Party reasonably determines that it be charged by Sage on amounts payable by Biogen pursuant to this Agreement, as Sage is entitled not required to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group account for VAT purposes, include (where appropriate and unless as at the context otherwise requires) a reference to the representative member date of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements this Agreement in relation to such supplythe services, rights and licenses provided by Sage to Biogen pursuant to this Agreement. Notwithstanding anything in this Agreement to the contrary, Sage agrees that prior to establishing a taxable presence for VAT outside the United States of America, assigning, delegating, sublicensing or otherwise transferring (to include by merger) its rights or obligations under this Agreement to an assignee, delegate, sublicensee or other transferee (including by operation of a merger) which would require a charge to VAT (other than VAT chargeable by a Government Authority of the United States of America) on amounts payable by Biogen under this Agreement (either singly or together referred to as a “VAT Restructuring”), Sage will: (a) consult with Biogen; and (b) take account of reasonable representations made by Biogen where Biogen is able to demonstrate to Sage’s reasonable satisfaction that Sage’s proposed assignee, delegate, sublicensee or other transferee would give rise to irrecoverable VAT costs for Biogen which would not otherwise exist in the absence of any act, default, omission or transaction involving Biogen.

VAT. Notwithstanding anything in this Section 2.03 2.17 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party under a Loan Document and such Secured Lender Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Lender (the “Supplier”) to any other Secured Party Lender (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A1) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B2) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Lender Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g2.17(h) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party Lender to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party Lender with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s Lender's VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender Recipient to any Loan Party under a Loan Document and such Secured Party Recipient is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Recipient (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender suchsubject to the relevant Recipient must promptly provide provideproviding an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Recipient (the ““Supplier””) to any other Secured Party Recipient (the “Specified Recipient“Receiving Party””) under a Loan Document, and any Loan Party other than the Specified Recipient Receiving Party (the ““Relevant Party””) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient Receiving Party in respect of that consideration): ): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient Receiving Party must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient Receiving Party receives or obtains from the relevant tax authority which the Specified Recipient Receiving Party reasonably determines relates to the VAT chargeable on that supply; and and 159 (B) (where the Specified Recipient Receiving Party is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified RecipientReceiving Party, pay to the Specified Recipient Receiving Party an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient Receiving Party reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (iv) Any reference in this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 Article III to the contrary: (ia) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party under a Loan Document and such Secured Party Lender is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Party Lender (the “Supplier”) to any other Secured Party Lender (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this paragraph (Ai) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party Lender for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) 3.08 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member Person who is treated as making the supply, or (as appropriate) receiving the supply, under the grouping rules (as provided for in Article 11 of such group at such time (the term “representative member” to have the same meaning Council Directive 2006/112/EC or as implemented by a European Member State, or equivalent provisions in the Value Added Tax Act 1994any other jurisdiction). (ve) In relation to any supply made by a Secured Party Lender to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party Lender with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyLender’s VAT reporting requirements in relation to such supply.

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

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (i) All amounts expressed to be payable under a Loan Document by any Loan Party party to a Secured Credit Party which (in whole or in part) constitute the consideration for any a supply or supplies for VAT purposes are shall be deemed to be exclusive of any VAT which is chargeable on that supply, such supply or supplies and accordingly, subject to paragraph (ii) below, below if VAT is or becomes chargeable on any supply or supplies made by any Lender to any Loan Party under party in connection with a Loan Document Document, and such Secured Credit Party is required to account to the relevant tax Tax authority for the VAT, that Loan Party must party shall pay to such Secured Party the Lender (in addition to and at the same time as paying any other the consideration for such supplythat supply or supplies) an amount equal to the amount of the VAT (and upon such Lender must promptly provide Credit Party providing an appropriate VAT invoice to that Loan Party)such party. (ii) If VAT is or becomes chargeable on any supply made by any Secured Party Lender (the “Supplier”) to any other Secured Party Lender (the “Specified VAT Recipient”) under a Loan Document, and any Loan Party party other than the Specified VAT Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified VAT Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax Tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified VAT Recipient must (where this paragraph (Aii) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified VAT Recipient receives from the relevant tax Tax authority which the Specified VAT Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified VAT Recipient is the person required to account to the relevant tax Tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified VAT Recipient, pay to the Specified VAT Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified VAT Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax Tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party party to reimburse or indemnify a Secured any Credit Party for any cost costs or expenseexpenses, that Loan Party party shall reimburse or indemnify (as the case may be) the Credit Party against any VAT incurred by such Lender for Credit Party in respect of the full amount of such cost costs or expenseexpenses, including such part thereof as represents VAT, save to the extent that such Secured Credit Party reasonably determines that neither it (nor any group of which it is a member for VAT purposes, as the case may be) is entitled to credit or receive repayment in respect of such the VAT from the relevant tax Tax authority. (iv) Any reference in this Section 2.03(g3.01(i) to any Loan Party party shall, at any time when such Loan Party party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative person who is treated a making the supply or (as appropriate) receiving the supply under the grouping rules (as provided for in Article 11 of the Council Directive 2006/112/EC (or as implemented by the relevant member state of such group at such time (the term “representative member” to have European Union or any other similar provision in any jurisdiction which is not a member state, or is a former member state of the same meaning as in the Value Added Tax Act 1994European Union)). (v) In relation to any supply made by a Secured Credit Party to any Loan Party other party under a Loan Document, if reasonably requested by such LenderCredit Party, that Loan Party other party must promptly provide such Secured Party Lender with details of that Loan Partyparty’s VAT registration and such other information as is reasonably requested in connection with such Secured PartyL▇▇▇▇▇’s VAT reporting requirements in relation to such supply.

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (ia) All amounts expressed to be payable under a Loan Finance Document by any Loan Party to a Secured Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (iib) below, if VAT is or becomes chargeable on any supply made by any Lender Finance Party to any Loan Party under a Loan Finance Document and such Secured Finance Party is required to account to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Lender Finance Party must promptly provide an appropriate VAT invoice to that Loan Party). (iib) If VAT is or becomes chargeable on any supply made by any Secured Finance Party (the “Supplier”) to any other Secured Finance Party (the “Specified Recipient”) under a Loan Finance Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (Ai) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Specified Recipient must (where this sub-paragraph (Ab)(i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (Bii) (where the Specified Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iiic) Where a Loan Finance Document requires any Loan Party to reimburse or indemnify a Secured Finance Party for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Lender Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. (ivd) Any reference in this Section 2.03(g) Clause 13.7 to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994). (ve) In relation to any supply made by a Secured Finance Party to any Loan Party under a Loan Finance Document, if reasonably requested by such LenderFinance Party, that Loan Party must promptly provide such Secured Finance Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Finance Party’s VAT reporting requirements in relation to such supply.

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

VAT. Notwithstanding anything (i) Subject to Section 6.5(k)(ii), all payments made pursuant to this Agreement are exclusive of VAT. Any VAT imposed on the transfers of the Purchased Assets and Assumed Liabilities to Purchaser (or any of the Purchaser Designated Affiliates) shall be charged to Purchaser (or the relevant Purchaser Designated Affiliate) in addition to the Purchase Consideration. Purchaser (or the relevant Purchaser Designated Affiliate) shall pay any such VAT upon receipt of the relevant VAT invoices, if such invoice is required under applicable Law. Purchaser and Seller Parent shall, and shall cause their respective Affiliates to, exercise commercially reasonable efforts to satisfy all compliance obligations necessary in order to treat any such transfer as a transfer of a going concern for VAT purposes where permissible under applicable Law. Where Seller Parent has treated, or caused its Affiliates to treat, a transaction under this Agreement as a transfer of a going concern or otherwise exempt from or outside the scope of VAT and it receives notice that a Taxing Authority disagrees with that treatment, it shall promptly notify Purchaser and reasonably cooperate with Purchaser to contest such disagreement upon Purchaser’s request, provided that Purchaser shall indemnify Seller Parent in respect of any costs, expenses, fees or Taxes incurred in connection with such contest. Seller Parent shall issue (or shall cause to be issued) any invoice necessary and reasonably cooperate with Purchaser and its Affiliates to provide information and documentation necessary for Purchaser and its Affiliates to comply with its VAT obligations under applicable Law. For clarity, this Section 6.5(k)(i) does not apply to any VAT imposed on any transaction or step forming part of the Seller Internal Restructurings or the Purchaser Internal Restructurings. Seller Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Seller Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such VAT and Purchaser Parent shall be solely responsible for any VAT imposed on any transaction or step forming part of the Purchaser Internal Restructurings and the costs of preparing and filing any Tax Returns in respect of any such VAT. (ii) The Purchaser Parent Termination Fee is inclusive of any amounts in respect of VAT thereon but subject to the calculations set out in this Section 2.03 6.5(k)(ii). The Parties intend, and shall use reasonable efforts to secure, that the contrary: (i) All amounts expressed to Purchaser Parent Termination Fee, being compensatory in nature, is not and will not be payable under treated for VAT purposes as consideration for a Loan Document by any Loan Party to taxable supply. If a Secured Party which (Taxing Authority determines that the Purchaser Parent Termination Fee is, in whole or in part) constitute the , consideration for any a Tax supply for VAT purposes are deemed purposes, then: (A) if Purchaser Parent (or any other member of the VAT group to be exclusive of which it belongs) is liable to account for any VAT which is chargeable on that supply, and accordingly, subject to paragraph (ii) below, if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party the Purchaser Parent Termination Fee under a Loan Document and such Secured Party is required to account to the relevant tax authority for the VATVAT reverse charge mechanism, that Loan Party must pay to such Secured Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the Purchaser Parent Termination Fee shall be reduced so that the sum of (x) the Purchaser Parent Termination Fee (as so reduced), and (y) any VAT reverse charge thereon which Purchaser Parent (and such Lender must promptly provide an appropriate VAT invoice to that Loan Party). (ii) If VAT is or becomes chargeable on any supply made by any Secured Party (the “Supplier”) to any other Secured Party (member of the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”VAT group to which it belongs) is required not entitled to recover (by the terms way of any Loan Document to pay an amount credit or repayment) as input tax, is equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the unreduced amount of the VATPurchaser Parent Termination Fee. The Specified Recipient must (where this paragraph (A) applies) promptly pay In that scenario, Purchaser Parent shall be responsible for complying with all obligations relating to that reverse charge imposed by the Relevant Party an amount equal to any credit or repayment Laws of the Specified Recipient receives from the relevant tax authority jurisdiction in which the Specified Recipient reasonably determines relates to VAT is accountable under the VAT chargeable on that supplyreverse charge mechanism; and (B) (where the Specified Recipient if Seller Parent is the person required liable to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Specified Recipient, pay to the Specified Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expenseVAT on the Purchaser Parent Termination Fee, that Loan Party shall reimburse or indemnify (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save then to the extent that such Secured Party reasonably determines that it VAT is entitled to recoverable (by way of credit or repayment repayment) as input tax by Purchaser Parent (or any other member of the VAT group to which it belongs), the amount of the Purchaser Parent Termination Fee shall be increased such that, less any such recoverable VAT in respect thereof, it equals the amount of such VAT from the relevant tax authority. (iv) Any reference in Purchaser Parent Termination Fee before taking into account any adjustment under this Section 2.03(g) to any Loan Party shall, at any time when such Loan Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 19946.5(k)(ii)(B). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

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

VAT. Notwithstanding anything in this Section 2.03 to the contrary: (iA) All amounts expressed to be payable under a Loan Document by any Loan Party to a Secured Party which (set out in whole or in part) constitute the consideration for any supply for VAT purposes this Agreement are deemed to be exclusive of any amount in respect of VAT and, if anything done under this Agreement is a supply on which VAT is chargeable on that supplychargeable, and accordinglythe maker of the supply is liable to account for that VAT to any Taxation Authority, the recipient of the supply shall, subject to paragraph (ii) belowthe receipt of a valid VAT invoice in respect of such supply, if VAT is or becomes chargeable on any supply made by any Lender to any Loan Party under a Loan Document and such Secured Party is required to account pay to the relevant tax authority for the VAT, that Loan Party must pay to such Secured Party maker of it (in addition to and at the same time as paying any other consideration for such supply) an amount which is equal to any VAT so chargeable for which the amount maker of the VAT supply is liable to account. (and such Lender must promptly provide an appropriate B) For each payment due pursuant to Clause 9 (including for the advance payments regarding the monthly instalments), the maker of the supply shall issue a valid VAT invoice to that Loan Party)the recipient of the supply. (iiC) If VAT there is or becomes chargeable on subsequently any supply made by any Secured Party adjustment to: (the “Supplier”x) to any other Secured Party (the “Specified Recipient”) under a Loan Document, and any Loan Party other than the Specified Recipient (the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration for that a supply; or (y) the extent to which a supply is a supply on which VAT is chargeable, then: (i) where the adjustment is upward or the extent to which a supply is a supply on which VAT is due increases: (a) the maker of the supply shall issue an additional valid VAT invoice to the Supplier (rather than being required to reimburse or indemnify the Specified Recipient in respect of that consideration): (A) (where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount recipient of the VAT. The Specified Recipient must (where this paragraph (A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Specified Recipient receives from the relevant tax authority which the Specified Recipient reasonably determines relates to the VAT chargeable on that supply; and (B) (where the Specified Recipient is the person required to account to the relevant tax authority for the VATb) the Relevant Party must promptly, following demand from recipient of the Specified Recipient, supply will pay to the Specified Recipient maker of the supply an amount which is equal to the any VAT chargeable on that supply but only to the extent that the Specified Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT. (iii) Where a Loan Document requires any Loan Party to reimburse or indemnify a Secured Party for any cost or expense, that Loan Party shall reimburse or indemnify additional VAT (as the case may be) such Lender for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Secured Party reasonably determines that it is entitled to credit or repayment arising in respect of such the supply for which the maker of the supply is liable to account; and (ii) where the adjustment is downward or the extent to which a supply is a supply on which VAT from is due decreases: (a) the relevant tax authoritymaker of the supply shall issue a valid VAT credit note to the recipient of the supply; and (b) the maker of the supply will pay to the recipient of the supply an amount which is equal to any reduction in the VAT arising in respect of the supply for which the maker of the supply is liable to account. (ivD) Any reference in this Section 2.03(g) Agreement to any Loan Party shallpayment of an amount which is a defined term, at any time when such Loan Party or which is treated calculated by reference to an amount which is a defined term, shall be construed as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to any such amount before the representative member application of such group at such time (the term “representative member” Clause 15.1(A) and therefore as not including any amount in respect of VAT payable pursuant to have the same meaning as in the Value Added Tax Act 1994clause 15.1(A). (v) In relation to any supply made by a Secured Party to any Loan Party under a Loan Document, if reasonably requested by such Lender, that Loan Party must promptly provide such Secured Party with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Secured Party’s VAT reporting requirements in relation to such supply.

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

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