Common use of Covered Taxes Clause in Contracts

Covered Taxes. The Partnership agrees that, whether or not funds are paid under the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee: (a) All payments of principal of and interest on the Oil Payment Reimbursement Payments and all other amounts payable on, under or in respect of this Agreement, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee by the Partnership or the Borrower, as the case may be, to the Administrative Agent or the Primary Insurer, including without limitation amounts payable by the Partnership or the Borrower under clause (b) of this Section 10.14 and under Section 10.10, shall be made free and clear of, and without deduction or withholding for, any and all present and future Taxes imposed, assessed, levied or collected by any Governmental Authority, under or in respect of this Agreement, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the execution, registration, enforcement, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees, commissions or other amounts made on, under or in respect thereof ("Covered Taxes"), all of which shall be paid by the Borrower, for its own account, prior to the date on which penalties attach thereto. In addition, the Partnership and Borrower will pay any and all excise taxes related to payments under this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance Guarantee. (b) The Partnership shall indemnify and hold harmless the Administrative Agent and the Primary Insurer against, and promptly reimburse the Administrative Agent and the Primary Insurer on demand for, any Covered Taxes paid by the Administrative Agent or the Primary Insurer and any Loss that the Administrative Agent or the Primary Insurer may incur at any time arising out of or in connection with any failure of the Partnership to make any payment of Covered Taxes when due, other than any interest, penalties or legal fees arising from the failure of the Borrower to pay such Covered Taxes due to the gross negligence or willful misconduct of the Administrative Agent or the Primary Insurer. (c) In the event that the Partnership is required by applicable law to deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Oil Payment Note (including without limitation any amounts payable under clause (b) of this Section 10.14), the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the Partnership shall pay the Administrative Agent and the Primary Insurer such additional amount as may be required, after the deduction or withholding of any Covered Taxes, to enable the Person entitled to such amount to receive from the Partnership or the Borrower an amount equal to the full amount stated to be payable under this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance Guarantee. (d) The Partnership shall furnish to the Administrative Agent original or certified copies of tax receipts in respect of any withholding of Covered Taxes required under this Section 10.14 within 30 days after the date of each payment under this Agreement as to which such withholding is required, and the Partnership shall promptly furnish to the Administrative Agent any other information, documents and receipts that the Administrative Agent or the Primary Insurer may from time to time require to establish to its satisfaction that full and timely payment has been made of all Covered Taxes required to be paid under this Section 10.14.

Covered Taxes. The Partnership agrees that, whether or not funds are paid under the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee:​ (a) All payments of principal of and interest on the Oil Payment Reimbursement Payments Any and all other amounts payable onpayments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, under except as required by Applicable Law. If the Borrower shall be required by Applicable Law to withhold or deduct any Taxes from or in respect of this Agreement, any such sum payable to or for the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee by the Partnership or the Borrower, as the case may be, to benefit of the Administrative Agent or any Lender, then the Primary InsurerBorrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant taxing authority or other Governmental Authority in accordance with Applicable Law and, including without limitation amounts if such Tax is a Covered Tax imposed by a Taxing Jurisdiction, then the sum payable by the Partnership Borrower shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.01) such Lender or the Borrower Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made. The Administrative Agent or any Lender shall reflect such increase as a higher value of the payment in the corresponding invoice, bill and/or supporting document. For the avoidance of doubt, neither the Lenders nor the Administrative Agent will claim a higher amount under clause (b) of this Section 10.14 and under Section 10.10, shall be made free and clear of, and without the Note for deduction or withholding for, for any and all present and future Taxes imposed, assessed, levied or collected by any Governmental Authority, under or in respect of this Agreementtaxes other than Covered Taxes. For Colombian income tax purposes, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the execution, registration, enforcement, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees, commissions or other amounts made on, under or in respect thereof ("Covered Taxes"), all of which shall be paid by the Borrower, for its own account, prior to the date on which penalties attach thereto. In addition, the Partnership and Borrower will pay any and all excise taxes related to payments under represents that this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance GuaranteeCredit Agreement is deemed as public foreign indebtedness. (b) The Partnership Borrower shall indemnify and hold harmless each Lender and/or the Administrative Agent and for the Primary Insurer against, and promptly reimburse full amount of Covered Taxes imposed by a Taxing Jurisdiction or other Governmental Authority that are payable or paid by such Lender or the Administrative Agent and the Primary Insurer on demand for, (including any Covered Taxes paid imposed by a Taxing Jurisdiction on amounts payable under this Section 4.01 arising therefrom or with respect thereto), whether or not such Covered Taxes were correctly or legally asserted. Each Lender or the Administrative Agent shall give notice to the Borrower of the assertion of any claim against such Lender or the Primary Insurer and any Loss that the Administrative Agent relating to its Covered Taxes as promptly as possible (and in any event within thirty (30) days) after receipt of formal written notice of such assertion, provided that failure by a Lender or the Primary Insurer may incur at Administrative Agent to provide any time arising out such notice within ninety (90) days shall relieve Borrower of its obligation to indemnify the Lenders or in connection with the Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any failure of such notice from a Lender or the Partnership to make any payment of Covered Taxes when dueAdministrative Agent, other than any interest, penalties or legal fees arising from the failure of the Borrower shall either: (i) advise such Lender or the Administrative Agent that it intends to pay indemnify such Lender or the Administrative Agent in respect of such Covered Taxes due pursuant to the gross negligence this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such Lender or willful misconduct of the Administrative Agent or that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Primary InsurerBorrower’s sole cost and expense, in which case it shall promptly commence such Good Faith Contest. (c) In Except to the event that extent of any Good Faith Contest with respect to Covered Taxes, an indemnity made by the Partnership is required Borrower pursuant to this indemnification shall be made within twenty (20) Business Days after the date the relevant Lender makes written demand therefor, which demand shall be accompanied by applicable law a certificate describing in reasonable detail the basis thereof. If the Borrower shall have commenced a Good Faith Contest with respect to deduct or withhold any such Covered Taxes from any amounts and no indemnity payment has been made to the Lender, and such Covered Taxes are ultimately determined to be payable on, under by the relevant Lender in a final judicial proceeding or in respect of this Agreementotherwise, the Oil Payment Note (including without limitation any amounts payable under clause (b) of this Section 10.14), the Guaranty Insurance Policy Borrower shall indemnify such Lender or the Debt Service Reserve Insurance Guarantee, the Partnership shall pay the Administrative Agent for such Covered Taxes and for any other liability including penalties and interest charged by the Primary Insurer such additional amount as may be required, after the deduction relevant taxing authority arising therefrom or withholding of any Covered Taxes, to enable the Person entitled to such amount to receive from the Partnership or the Borrower an amount equal to the full amount stated to be payable under this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance Guaranteewith respect thereto. (d) The Partnership shall furnish to the Administrative Agent original or certified copies of tax receipts in respect of any withholding of Covered Taxes required under this Section 10.14 within 30 Within ten (10) days after the date of each payment under this Agreement as any indemnification of Covered Taxes by the Borrower, the Borrower shall furnish to the Lender or the Administrative Agent the original or a certified copy of a receipt evidencing indemnification thereof or, if later, promptly after the date on which it receives such withholding is required, receipt and the Partnership Borrower shall promptly furnish to the Lender or the Administrative Agent any other information, documents and receipts that the Lender or the Administrative Agent or the Primary Insurer may from time to time require reasonably request to establish to its satisfaction that full and timely payment indemnification has been made of all Covered Taxes required to be paid indemnified under this Section 10.144.01. (e) If the Administrative Agent or any Lender determines in good faith that it has finally and irrevocably received or been granted a refund in respect of any Covered Taxes as to which indemnification has been made by the Borrower pursuant to this Section 4.01, it shall within ten (10) days after the date the Administrative Agent or any Lender has received or been granted a refund, remit such refund (including any interest received in respect thereof from the relevant Governmental Authority), net of all reasonable Taxes and out-of-pocket costs and expenses payable as a result thereof, to the Borrower; provided, that the Borrower agrees to promptly return any such refund to the Administrative Agent or the relevant Lender in the event the Administrative Agent or such Lender is required to repay such refund to the relevant taxing authority. The Administrative Agent and the relevant Lender shall provide the Borrower with a copy of any notice of assessment (or any similar documentation) from the relevant taxing authority (redacting any unrelated Confidential Information contained therein) requiring repayment of such refund. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. (f) If the Administrative Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, it shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent or any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. The Administrative Agent and each Lender agree that if any form or certification they previously delivered expires or becomes obsolete or inaccurate in any respect, they shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of their legal inability to do so. Notwithstanding anything to the contrary in the preceding three sentences, the completion, execution and submission of such documentation shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material ​ unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. ​

Covered Taxes. The Partnership agrees that, whether or not funds are paid under the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee: (a) All payments of principal of and interest on the Oil Payment Reimbursement Payments Any and all other amounts payable onpayments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, under except as required by Applicable Law. If the Borrower shall be required by Applicable Law to withhold or deduct any Taxes from or in respect of this Agreement, any such sum payable to or for the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee by the Partnership or the Borrower, as the case may be, to benefit of the Administrative Agent or any Lender, then the Primary InsurerBorrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant taxing author- ity or other authority in accordance with Applicable Law and, including without limitation amounts if such Tax is a Covered Tax imposed by a Taxing Ju- risdiction, then the sum payable by the Partnership Borrower shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.01) such Lender or the Borrower under clause (b) of this Section 10.14 and under Section 10.10, shall be made free and clear of, and without deduction or withholding for, any and all present and future Taxes imposed, assessed, levied or collected by any Governmental Authority, under or in respect of this Agreement, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the execution, registration, enforcement, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees, commissions or other amounts made on, under or in respect thereof ("Covered Taxes"), all of which shall be paid by the Borrower, for its own account, prior Administrative Agent receives an amount equal to the date on which penalties attach thereto. In additionsum it would have received had no such deductions been made (subject, in any case, to Section 11.03 in case of an assign- ment of the Partnership and Borrower will pay any and all excise taxes related to payments under this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance GuaranteeLoans). (b) The Partnership Borrower shall indemnify and hold harmless each Lender or the Administrative Agent and for the Primary Insurer against, and promptly reimburse full amount of Covered Taxes imposed by a Taxing Jurisdiction that are paid by such Lender or the Administrative Agent and the Primary Insurer on demand for, (includ- ing any Covered Taxes paid imposed by a Taxing Jurisdiction Gaceta Oficial Nº4353 21 on amounts payable under this Section 4.01 arising there- from or with respect thereto), whether or not such Covered Taxes were correctly or legally asserted. Each Lender or the Administrative Agent shall give notice to the Borrower of the assertion of any claim against such Lender or the Primary Insurer Ad- ministrative Agent relating to its Covered Taxes as promptly as possible (and in any Loss event within thirty (30) days) after receipt of formal written notice of such assertion, provided that failure by a Lender or the Administrative Agent to pro- vide any such notice within ninety (90) days shall relieve Borrower of its obligation to indemnify the Lender or the Primary Insurer may incur at Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any time arising out of such notice from a Lender or in connection with any failure of the Partnership to make any payment of Covered Taxes when dueAdministrative Agent, other than any interest, penalties or legal fees arising from the failure of the Borrower shall either: (i) advise such Lender or the Administrative Agent that it intends to pay indemnify such Lend- er or the Administrative Agent in respect of such Covered Taxes due pursuant to the gross negligence this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such Lender or willful misconduct of the Administrative Agent or that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Primary InsurerBorrower’s sole cost and expense, in which case it shall promptly commence such Good Faith Contest. (c) In Except to the event that extent of any Good Faith Contest with respect to Covered Taxes, an indemnity made by the Partnership is required Borrower pursuant to this indemnification shall be made within Thirty (30) Business Days after the date the relevant Lender makes written demand therefor, which demand shall be accompanied by applicable law a certificate describing in reasonable detail the basis thereof. If the Borrower shall have commenced a Good Faith Contest with respect to deduct or withhold any such Covered Taxes from any amounts and no indemnity payment has been made to the Lender, and such Covered Taxes are ulti- mately determined to be payable on, under by the relevant Lender in a final judicial proceeding or in respect of this Agreementotherwise, the Oil Payment Note (including without limitation any amounts payable under clause (b) of this Section 10.14), the Guaranty Insurance Policy Borrower shall indemnify such Lender or the Debt Service Reserve Insurance Guarantee, the Partnership shall pay the Administrative Agent for such Covered Taxes and for any other liability including penalties and interest charged by the Primary Insurer such additional amount as may be required, after the deduction relevant taxing authority arising therefrom or withholding of any Covered Taxes, to enable the Person entitled to such amount to receive from the Partnership or the Borrower an amount equal to the full amount stated to be payable under this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance Guaranteewith respect thereto. (d) The Partnership shall furnish to the Administrative Agent original or certified copies of tax receipts in respect of any withholding of Covered Taxes required under this Section 10.14 within 30 Within ten (10) days after the date of each payment under this Agreement as any indemnification of Covered Taxes by the Borrower, the Borrower shall furnish to the Lender or the Administra- tive Agent the original or a certified copy of a receipt evi- dencing indemnification thereof or, if later, promptly after the date on which it receives such withholding is required, receipt and the Partnership Borrower shall promptly furnish to the Lender or the Administrative Agent any other information, documents and receipts that the Lender or the Administrative Agent or the Primary Insurer may from time to time require reasonably request to establish to its satisfaction that full and timely payment indemnification has been made of all Covered Cov- ered Taxes required to be paid indemnified under this Section 10.144.01. (e) If the Administrative Agent or any Lender determines in good faith that it has finally and irre- vocably received or been granted a refund in respect of any Covered Taxes as to which indemnification has been made by the Borrower pursuant to this Section 4.01, it shall within ten (10) days after the date the Administrative Agent or any Lender has received or been granted a refund, remit such refund (including any interest received in respect thereof), net of all reasonable Taxes and out-of-pocket costs and ex- penses payable as a result thereof, to the Borrower; pro- vided, that the Borrower agrees to promptly return any such refund to the Administrative Agent or the relevant Lender in the event the Administrative Agent or such Lender is re- quired to repay such refund to the relevant taxing authority. The Administrative Agent and each Lender shall provide the Borrower with a copy of any notice of assessment (or any similar documentation) from the relevant taxing author- ity (redacting any unrelated Confidential Information con- tained therein) requiring repayment of such refund. This paragraph shall not be construed to require the Administra- tive Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. (f) If the Administrative Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, it shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably re- quested by the Borrower or the Administrative Agent, such properly completed and executed documentation reason- ably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withhold- ing or at a reduced rate of withholding. In addition, the Ad- ministrative Agent or any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administra- tive Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. The Administrative Agent and each Lender agree that if any form or certification they previously delivered expires or becomes obsolete or inaccurate in any respect, they shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of their legal inability to do so. Notwithstanding anything to the contrary in the preceding three sentences, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

Covered Taxes. The Partnership Borrower agrees that, whether or not funds are paid under the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee: (a) All payments of principal of and interest on the Oil Payment Reimbursement Payments Loan and all other amounts payable on, under or in respect of this Agreement, the Oil Payment NoteLoan, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee Note by the Partnership or the Borrower, as the case may be, to the Administrative Agent or the Primary Insurer, including without limitation amounts payable by the Partnership or the Borrower under clause paragraph (b) of this Section 10.14 and under Section 10.103.05, shall be made free and clear of, and without deduction or withholding for, any and of all present and future Taxes imposedincome, assessedstamp and other taxes and levies, levied or collected by any Governmental Authorityimposts, under or in respect of this Agreement, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the execution, registration, enforcement, notarization or other formalization of any thereof, and any payments of principal, interestdeductions, charges, fees, commissions or compulsory loans and withholdings (other amounts made on, under or than taxes imposed on the overall net income of the Lender by the jurisdiction in respect thereof which it has its principal office) ("hereinafter called “Covered Taxes"), ”) all of which shall will be paid by or on behalf of the Borrower, for its own account, prior to the date on which penalties attach thereto. In addition, the Partnership and Borrower will pay any and all excise taxes related to payments under this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance Guarantee. (b) The Partnership shall Borrower will indemnify and hold harmless the Administrative Agent and the Primary Insurer Lender against, and promptly reimburse the Administrative Agent and the Primary Insurer Lender on demand for, any Covered Taxes paid by the Administrative Agent or the Primary Insurer Lender and any Loss that loss, liability, claim or expense, including interest, penalties and reasonable and documented legal fees, which the Administrative Agent or the Primary Insurer Lender may incur at any time arising out of or in connection with any failure of the Partnership Borrower to make any payment of Covered Taxes when due. If the Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to Section 3.05(c), the Lender shall pay to the Borrower as soon as practicable an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under Section 3.05(c) with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Lender, and without interest (other than any interestinterest paid by the relevant Governmental Authority with respect to such refund), penalties or legal fees arising from provided that the failure Borrower, upon the request of the Borrower Lender, agrees to pay such Covered Taxes due repay the amount paid over to the gross negligence Borrower (plus any penalties, interest or willful misconduct of other charges imposed by the Administrative Agent or relevant Governmental Authority) to the Primary InsurerLender in the event the Lender is required to repay such refund to such Governmental Authority. (c) In the event that the Partnership Borrower is required by applicable law law, decree or regulation to deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Oil Payment Loan or the Note (including without limitation any amounts payable under clause paragraph (b) of this Section 10.14)3.05, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the Partnership Borrower shall pay the Lender or the Administrative Agent and the Primary Insurer Agent, as applicable, such additional amount as may be required, after the deduction or withholding of any Covered Taxes, to enable the Person entitled to such amount Lender or the Administrative Agent, as applicable, to receive from the Partnership or the Borrower an amount equal to the full amount stated to be payable under this Agreement, the Oil Payment Note or Loan and the Debt Service Reserve Insurance GuaranteeNote. (d) The Partnership Borrower shall furnish to the Administrative Agent original or certified certified, notarized copies of tax receipts in respect of any withholding of Covered Taxes required under this Section 10.14 3.05 within 30 days after the date of each payment under this Agreement hereunder as to which such withholding is required, and the Partnership Borrower shall promptly furnish to the Administrative Agent any other information, documents and receipts that the Administrative Agent or the Primary Insurer Lender may from time to time reasonably require to establish to its satisfaction that full and timely payment has been made of all Covered Taxes required to be paid under this Section 10.143.05.

Covered Taxes. The Partnership agrees that, whether or not funds are paid under the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee: (a) All payments of principal of and interest on the Oil Payment Reimbursement Payments Any and all other amounts payable onpayments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, under except as required by Applicable Law. If the Borrower shall be required by Applicable Law to withhold or deduct any Taxes from or in respect of this Agreement, any such sum payable to or for the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee by the Partnership or the Borrower, as the case may be, to benefit of the Administrative Agent or any Lender, then the Primary InsurerBorrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant taxing authority or other Governmental Authority in accordance with Applicable Law and, including without limitation amounts if such Tax is a Covered Tax imposed by a Taxing Jurisdiction, then the sum payable by the Partnership Borrower shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.01) such Lender or the Borrower Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made. The Administrative Agent or any Lender shall reflect such increase as a higher value of the payment in the corresponding invoice, bill and/or supporting document. For the avoidance of doubt, neither the Lenders nor the Administrative Agent will claim a higher amount under clause (b) of this Section 10.14 and under Section 10.10, shall be made free and clear of, and without the Note for deduction or withholding for, for any and all present and future Taxes imposed, assessed, levied or collected by any Governmental Authority, under or in respect of this Agreementtaxes other than Covered Taxes. For Colombian income tax purposes, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the execution, registration, enforcement, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees, commissions or other amounts made on, under or in respect thereof ("Covered Taxes"), all of which shall be paid by the Borrower, for its own account, prior to the date on which penalties attach thereto. In addition, the Partnership and Borrower will pay any and all excise taxes related to payments under represents that this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance GuaranteeLoan Agreement is deemed as public foreign indebtedness. (b) The Partnership Borrower shall indemnify and hold harmless each Lender and/or the Administrative Agent and for the Primary Insurer against, and promptly reimburse full amount of Covered Taxes imposed by a Taxing Jurisdiction or other Governmental Authority that are payable or paid by such Lender or the Administrative Agent and the Primary Insurer on demand for, (including any Covered Taxes paid imposed by a Taxing Jurisdiction on amounts payable under this Section 4.01 arising therefrom or with respect thereto), whether or not such Covered Taxes were correctly or legally asserted. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or the Primary Insurer and any Loss that on behalf of a Lender, shall be conclusive absent manifest error. Each Lender or the Administrative Agent shall give notice to the Borrower of the assertion of any claim against such Lender or the Primary Insurer may incur at any time arising out of or in connection with any failure of the Partnership Administrative Agent relating to make any payment of its Covered Taxes when due, as promptly as possible (and in any event within thirty (30) days) after receipt of formal written notice of such assertion; provided that failure by a Lender or the Administrative Agent to provide any such notice shall not relieve the Borrower of its obligation to indemnify the Lenders or the Administrative Agent pursuant to this Section 4.01 (other than any interest, interest and penalties that are imposed by such Governmental Authority which accrued after the date that is ninety (90) days after the Lender or legal fees arising from the failure of the Borrower to pay such Covered Taxes due to the gross negligence or willful misconduct of the Administrative Agent or the Primary Insurerreceived such formal written notice). (c) In the event that the Partnership is required by applicable law to deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Oil Payment Note Within ten (including without limitation any amounts payable under clause (b10) of this Section 10.14), the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the Partnership shall pay the Administrative Agent and the Primary Insurer such additional amount as may be required, after the deduction or withholding of any Covered Taxes, to enable the Person entitled to such amount to receive from the Partnership or the Borrower an amount equal to the full amount stated to be payable under this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance Guarantee. (d) The Partnership shall furnish to the Administrative Agent original or certified copies of tax receipts in respect of any withholding of Covered Taxes required under this Section 10.14 within 30 days after the date of each payment under this Agreement as any indemnification of Covered Taxes by the Borrower, the Borrower shall furnish to the Lender or the Administrative Agent the original or a certified copy of a receipt evidencing indemnification thereof or, if later, promptly after the date on which it receives such withholding is required, receipt and the Partnership Borrower shall promptly furnish to the Lender or the Administrative Agent any other information, documents and receipts that the Lender or the Administrative Agent or the Primary Insurer may from time to time require reasonably request to establish to its satisfaction that full and timely payment indemnification has been made of all Covered Taxes required to be paid indemnified under this Section 10.144.01. (d) If the Administrative Agent or any Lender determines in good faith that it has finally and irrevocably received or been granted a refund in respect of any Covered Taxes as to which indemnification has been made by the Borrower pursuant to this Section 4.01, it shall, within ten (10) days after the date the Administrative Agent or any Lender has received or been granted a refund, remit such refund (including any interest received in respect thereof from the relevant Governmental Authority), net of all reasonable Taxes and out-of-pocket costs and expenses payable as a result thereof, to the Borrower; provided, that the Borrower agrees to promptly return any such refund to the Administrative Agent or the relevant Lender (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event the Administrative Agent or such Lender is required to repay such refund to the relevant taxing authority. The Administrative Agent and the Lender shall provide the Borrower with a copy of any notice of assessment (or any similar documentation) from the relevant taxing authority (redacting any unrelated Confidential Information contained therein) requiring repayment of such refund. Notwithstanding anything to the contrary in this paragraph (d), in no event will the Administrative Agent or the Lender be required to pay any amount to the Borrower pursuant to this paragraph (d) the payment of which would place the Administrative Agent or the Lender in a less favorable net after-Tax position than the Borrower would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. ​ (e) The Borrower shall timely pay to the relevant Governmental Authority all Other Taxes, as required in accordance with Applicable Law. (f) Each party’s obligations under this Section 4.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Covered Taxes. The Partnership agrees that, whether or not funds are paid under the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee: (a) All payments of principal of and interest on the Oil Payment Reimbursement Payments Any and all other amounts payable onpayments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, under except as required by Applicable Law. If the Borrower shall be required by Applicable Law to withhold or deduct any Taxes from or in respect of this Agreement, any such sum payable to or for the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee by the Partnership or the Borrower, as the case may be, to benefit of the Administrative Agent or any Lender, then the Primary InsurerBorrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant taxing authority or other Governmental Authority in accordance with Applicable Law and, including without limitation amounts if such Tax is a Covered Tax imposed by a Taxing Jurisdiction, then the sum payable by the Partnership Borrower shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.01) such Lender or the Borrower Administrative Agent receives an amount equal to the sum it would have received had no such deductions been made. Each Lender agrees and covenants that it will fill the blank spaces left in any Note in accordance with the corresponding Instructions Letter. For the avoidance of doubt, neither the Lenders nor the Administrative Agent will claim a higher amount under clause (b) of this Section 10.14 and under Section 10.10, shall be made free and clear of, and without the Note for deduction or withholding for, for any and all present and future Taxes imposed, assessed, levied or collected by any Governmental Authority, under or in respect of this Agreementtaxes other than Covered Taxes. For Colombian income tax purposes, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the execution, registration, enforcement, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees, commissions or other amounts made on, under or in respect thereof ("Covered Taxes"), all of which shall be paid by the Borrower, for its own account, prior to the date on which penalties attach thereto. In addition, the Partnership and Borrower will pay any and all excise taxes related to payments under represents that this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance GuaranteeCredit Agreement is deemed as public foreign indebtedness. (b) The Partnership Borrower shall indemnify and hold harmless each Lender and/or the Administrative Agent and for the Primary Insurer against, and promptly reimburse full amount of Covered Taxes imposed by a Taxing Jurisdiction or other Governmental Authority that are payable or paid by such Lender or the Administrative Agent and the Primary Insurer on demand for, (including any Covered Taxes paid imposed by a Taxing Jurisdiction on amounts payable under this Section 4.01 arising therefrom or with respect thereto), whether or not such Covered Taxes were correctly or legally asserted. Each Lender or the Administrative Agent shall give notice to the Borrower of the assertion of any claim against such Lender or the Primary Insurer and any Loss that the Administrative Agent relating to its Covered Taxes as promptly as possible (and in any event within thirty (30) days) after receipt of formal written notice of such assertion, provided that failure by a Lender or the Primary Insurer may incur at Administrative Agent to provide any time arising out such notice within ninety (90) days after receipt of formal written notice of such assertion, shall relieve Borrower of its obligation to indemnify the Lenders or in connection with the Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any failure of such notice from a Lender or the Partnership to make any payment of Covered Taxes when dueAdministrative Agent, other than any interest, penalties or legal fees arising from the failure of the Borrower shall either: ​ (i) advise such Lender or the Administrative Agent that it intends to pay indemnify such Lender or the Administrative Agent in respect of such Covered Taxes due pursuant to the gross negligence this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such Lender or willful misconduct of the Administrative Agent or that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Primary InsurerBorrower’s sole cost and expense, in which case it shall promptly commence such Good Faith Contest. (c) In Except to the event that extent of any Good Faith Contest with respect to Covered Taxes, an indemnity made by the Partnership is required by applicable law Borrower pursuant to deduct this indemnification shall be made within twenty (20) Business Days after the date the relevant Lender or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Oil Payment Note (including without limitation any amounts payable under clause (b) of this Section 10.14), the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the Partnership shall pay the Administrative Agent makes written demand therefor, which demand shall be accompanied by a certificate describing in reasonable detail the basis thereof. If the Borrower shall have commenced a Good Faith Contest with respect to any such Covered Taxes and no indemnity payment has been made to the Primary Insurer such additional amount as may be required, after the deduction or withholding of any Covered Taxes, to enable the Person entitled to such amount to receive from the Partnership Lender or the Borrower an amount equal to the full amount stated Administrative Agent, and such Covered Taxes are ultimately determined to be payable under this Agreementby the relevant Lender or the Administrative Agent in a final judicial proceeding or otherwise, the Oil Payment Note Borrower shall indemnify such Lender or the Debt Service Reserve Insurance GuaranteeAdministrative Agent for such Covered Taxes and for any other liability including penalties and interest charged by the relevant taxing authority arising therefrom or with respect thereto. (d) The Partnership shall furnish to the Administrative Agent original or certified copies of tax receipts in respect of any withholding of Covered Taxes required under this Section 10.14 within 30 Within ten (10) days after the date of each payment under this Agreement as any indemnification of Covered Taxes by the Borrower, the Borrower shall furnish to the Lender or the Administrative Agent the original or a certified copy of a receipt evidencing indemnification thereof or, if later, promptly after the date on which it receives such withholding is required, receipt and the Partnership Borrower shall promptly furnish to the Lender or the Administrative Agent any other information, documents and receipts that the Lender or the Administrative Agent or the Primary Insurer may from time to time require reasonably request to establish to its satisfaction that full and timely payment indemnification has been made of all Covered Taxes required to be paid indemnified under this Section 10.144.01. (e) If the Administrative Agent or any Lender determines in good faith that it has finally and irrevocably received or been granted a refund in respect of any Covered Taxes as to which indemnification has been made by the Borrower pursuant to this Section 4.01, it shall within ten (10) days after the date the Administrative Agent or any Lender has received or been granted a refund, remit such refund (including any interest received in respect thereof from the relevant Governmental Authority), net of all reasonable Taxes and out-of-pocket costs and expenses payable as a result thereof, to the Borrower; provided, that the Borrower agrees to promptly return any such refund to the Administrative Agent or the relevant Lender in the event the Administrative Agent or such Lender is required to repay such refund to the relevant taxing authority. The Administrative Agent and the Lender shall provide the Borrower with a copy of any notice of assessment (or any similar documentation) from the relevant taxing authority (redacting any unrelated Confidential Information contained therein) requiring repayment of such refund. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other Person. (f) If the Administrative Agent or any Lender is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document, it shall ​ deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent or any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. The Administrative Agent and each Lender agree that if any form or certification they previously delivered expires or becomes obsolete or inaccurate in any respect, they shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of their legal inability to do so. Notwithstanding anything to the contrary in the preceding three sentences, the completion, execution and submission of such documentation shall not be required if in the Lender's reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (g) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Xxxxxx's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this section of the Agreement, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (h) Each party's obligations under this Section 4 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.