Common use of Covered Taxes Clause in Contracts

Covered Taxes. ​ (a) Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, 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 any such sum payable to or for the benefit of the Administrative Agent or any Lender, then the Borrower 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, if such Tax is a Covered Tax imposed by a Taxing Jurisdiction, then the sum payable by the 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 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 the Note for deduction or withholding for any taxes other than Covered Taxes. For Colombian income tax purposes, the Borrower represents that this Credit Agreement is deemed as public foreign indebtedness. (b) The Borrower shall indemnify each Lender and/or the Administrative Agent for the 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 (including any Covered Taxes 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 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 Administrative Agent to provide any such notice within ninety (90) days shall relieve Borrower of its obligation to indemnify the Lenders or the Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any such notice from a Lender or the Administrative Agent, the Borrower shall either: (i) advise such Lender or the Administrative Agent that it intends to indemnify such Lender or the Administrative Agent in respect of such Covered Taxes pursuant to this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such Lender or the Administrative Agent that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Borrower’s sole cost and expense, in which case it shall promptly commence such Good Faith Contest. (c) Except to the extent of any Good Faith Contest with respect to Covered Taxes, an indemnity made by the 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 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 Lender, and such Covered Taxes are ultimately determined to be payable by the relevant Lender in a final judicial proceeding or otherwise, the Borrower shall indemnify such Lender or the Administrative 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) Within ten (10) days after the date of 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 receipt and the Borrower shall promptly furnish to the Lender or the Administrative Agent any other information, documents and receipts that the Lender or the Administrative Agent may from time to time reasonably request to establish to its satisfaction that full and timely indemnification has been made of all Covered Taxes required to be indemnified under this Section 4.01. (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 Borrower agrees that, whether or not any Loan is made hereunder: (a) Any All payments of principal of and interest on the Loans and all payments other amounts payable on, under or in respect of this Agreement, the Loans or the Common Security Agreement by or on account of any obligation of the Borrower to CAF, including, without limitation, amounts payable by the Borrower under any Loan Document clause (b) of this Section 5.05, shall be made by the Borrower free and clear of, and without deduction or withholding for for, any and all present and future income, stamp and other taxes and levies, imposts, deductions, charges, fees, compulsory loans and assessments whatsoever (including interest thereon and penalties assessed with respect thereto, if any, collectively, “Taxes”), other than Excluded Taxes, except as required imposed, assessed, levied or collected by Applicable Law. If any competent authority in Bolivia or any political subdivision or taxing authority thereof or therein or by any other jurisdiction from or through which payments of the Loans or other amounts payable by the Borrower shall be required by Applicable Law to withhold hereunder and thereunder are made that are so imposed, assessed, levied or deduct any Taxes from collected on or in respect of this Agreement, the Loans, the CAF Notes, the Common Security Agreement, the Security Documents, the execution, registration, enforcement, notarization or other formalization of any such sum thereof, and any payments of principal, interest, charges, fees, commissions or other amounts made on, under or in respect thereof (hereinafter called “Covered Taxes”) all of which will be timely paid by the Borrower, for its own account. CAF (as to amounts payable to or it for its own account) agrees to notify the benefit Borrower of all Covered Taxes promptly upon becoming aware of the Administrative Agent or any Lender, then the Borrower 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, if such Tax is a Covered Tax imposed by a Taxing Jurisdiction, then the sum payable by the 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 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 the Note for deduction or withholding for any taxes other than Covered Taxes. For Colombian income tax purposes, the Borrower represents that this Credit Agreement is deemed as public foreign indebtednesssame. (b) The Borrower shall will indemnify each Lender and/or CAF against, and reimburse CAF on demand for, any Covered Taxes paid by CAF and any loss, liability, claim or expense, including interest, penalties, judgments, costs or disbursements and reasonable and documented legal fees, which CAF may incur at any time arising out of or in connection with any failure of the Administrative Agent for the full amount Borrower to make any payment of Covered Taxes imposed by a Taxing Jurisdiction or other Governmental Authority that are payable or paid by such Lender or the Administrative Agent (including any Covered Taxes 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 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 Administrative Agent to provide any such notice within ninety (90) days shall relieve Borrower of its obligation to indemnify the Lenders or the Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any such notice from a Lender or the Administrative Agent, the Borrower shall either: (i) advise such Lender or the Administrative Agent that it intends to indemnify such Lender or the Administrative Agent in respect of such Covered Taxes pursuant to this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such Lender or the Administrative Agent that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Borrower’s sole cost and expense, in which case it shall promptly commence such Good Faith Contestwhen due. (c) Except to In the extent of any Good Faith Contest with respect to Covered Taxes, an indemnity made by event that the Borrower pursuant is required by applicable law, decree or regulation 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 a certificate describing in reasonable detail the basis thereof. If the Borrower shall have commenced a Good Faith Contest with respect to any such deduct or withhold Covered Taxes and no indemnity payment has been made to from any amounts payable on, under or in respect of this Agreement, the LenderLoans, and such Covered Taxes are ultimately determined to be the CAF Notes or the other Financing Documents (including amounts payable by the relevant Lender in a final judicial proceeding or otherwiseunder clause (b) of this Section 5.05), the Borrower shall indemnify pay such Lender additional amount as may be required, after the deduction or withholding of Covered Taxes (and any deduction or withholding applicable to additional amounts paid pursuant to this Section 5.05(c)), to enable CAF to receive from the Borrower an amount equal to the full amount stated to be payable to CAF under this Agreement, the Loans or the Administrative 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 theretoFinancing Documents. (d) Within ten (10) days The Borrower shall furnish to CAF original or certified copies of tax receipts in respect of any withholding by it of Covered Taxes required under this Section 5.05 as promptly as reasonably practicable after the date of any indemnification of Covered Taxes by the Borrowereach payment hereunder as to which such withholding is required, 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 receipt and the Borrower shall promptly furnish to the Lender or the Administrative Agent CAF any other information, documents and receipts that the Lender or the Administrative Agent CAF may from time to time reasonably request require to establish to its satisfaction that full and timely indemnification payment has been made by the Borrower of all Covered Taxes required to be indemnified paid under this Section 4.015.05. (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 Borrower agrees that: (a) Any All payments of principal of and interest on the Loan and all payments by or on account of any obligation of the Borrower other amounts payable on, under any Loan Document shall be made without deduction or withholding for any Taxes, 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 any such sum payable to this Agreement, the Loan, or for the benefit of Note by the Administrative Agent or any LenderBorrower, then the Borrower 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, if such Tax is a Covered Tax imposed by a Taxing Jurisdiction, then the sum including amounts payable by the Borrower under paragraph (b) of this Section 3.05, shall be increased as necessary so that after making made free and clear of all required deductions present and future income, stamp and other taxes and levies, imposts, deductions, charges, compulsory loans and withholdings (including deductions applicable to additional sums payable under this Section 4.01other than taxes imposed on the overall net income of the Lender by the jurisdiction in which it has its principal office) such Lender (hereinafter called “Covered Taxes”) all of which will be paid by or on behalf of the Administrative Agent receives an amount equal Borrower, for its own account, prior 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 the Note for deduction or withholding for any taxes other than Covered Taxes. For Colombian income tax purposes, the Borrower represents that this Credit Agreement is deemed as public foreign indebtednessdate on which penalties attach thereto. (b) The Borrower shall will indemnify each Lender and/or the Administrative Agent for and the full amount Lender against, and reimburse the Administrative Agent and the Lender on demand for, any Covered Taxes paid by the Administrative Agent or the Lender and any loss, liability, claim or expense, including interest, penalties and reasonable and documented legal fees, which the Administrative Agent or the Lender may incur at any time arising out of or in connection with any failure of the 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 interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by a Taxing Jurisdiction the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such refund to such Governmental Authority. (c) In the event that the Borrower is required by applicable law, decree or other Governmental Authority that are regulation to deduct or withhold Covered Taxes from any amounts payable on, under or paid by such Lender in respect of this Agreement, the Loan or the Administrative Agent Note (including any Covered Taxes imposed by a Taxing Jurisdiction on amounts payable under paragraph (b) of this Section 4.01 arising therefrom or with respect thereto)3.05, whether or not such Covered Taxes were correctly or legally asserted. Each Lender or the Administrative Agent shall give notice to the Borrower of shall pay the assertion of any claim against such Lender or 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 Administrative Agent to provide any such notice within ninety (90) days shall relieve Borrower of its obligation to indemnify the Lenders or the Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any such notice from a Lender or the Administrative Agent, as applicable, such additional amount as may be required, after the Borrower shall either: (i) advise such deduction or withholding of Covered Taxes, to enable the Lender or the Administrative Agent that it intends Agent, as applicable, to indemnify such Lender or receive from the Administrative Agent in respect of such Covered Taxes pursuant to this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such Lender or the Administrative Agent that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Borrower’s sole cost and expense, in which case it shall promptly commence such Good Faith Contest. (c) Except Borrower an amount equal to the extent of any Good Faith Contest with respect to Covered Taxes, an indemnity made by the 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 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 Lender, and such Covered Taxes are ultimately determined full amount stated to be payable by the relevant Lender in a final judicial proceeding or otherwiseunder this Agreement, the Borrower shall indemnify such Lender or Loan and the Administrative 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 theretoNote. (d) Within ten (10) The Borrower shall furnish to the Administrative Agent original or certified, notarized copies of tax receipts in respect of any withholding of Covered Taxes required under this Section 3.05 within 30 days after the date of any indemnification of Covered Taxes by the Borrowereach payment hereunder as to which such withholding is required, 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 receipt and the Borrower shall promptly furnish to the Lender or the Administrative Agent any other information, documents and receipts that the Lender Administrative Agent or the Administrative Agent Lender may from time to time reasonably request require to establish to its satisfaction that full and timely indemnification payment has been made of all Covered Taxes required to be indemnified paid under this Section 4.013.05. (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) Any All payments of principal of and interest on the Oil Payment Reimbursement Payments and all payments 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 on account of any obligation of 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 any Loan Document 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 for, any Taxesand all present and future Taxes imposed, except as required assessed, levied or collected by Applicable Law. If the Borrower shall be required by Applicable Law to withhold or deduct any Taxes from 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 such sum payable to thereof, and any payments of principal, interest, charges, fees, commissions or for the benefit other amounts made on, under or in respect thereof ("Covered Taxes"), all of the Administrative Agent or any Lender, then the Borrower which shall be entitled to make such deduction or withholding and shall timely pay paid by the full amount deducted or withheld Borrower, for its own account, prior to the relevant taxing authority or other Governmental Authority in accordance with Applicable Law anddate on which penalties attach thereto. In addition, if such Tax is a Covered Tax imposed by a Taxing Jurisdiction, then the sum payable by the Partnership and Borrower shall be increased as necessary so that after making will pay any and all required deductions (including deductions applicable excise taxes related to additional sums payable payments under this Section 4.01) such Lender Agreement, the Oil Payment Note or the 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 the Note for deduction or withholding for any taxes other than Covered Taxes. For Colombian income tax purposes, the Borrower represents that this Credit Agreement is deemed as public foreign indebtednessDebt Service Reserve Insurance Guarantee. (b) The Borrower Partnership shall indemnify each Lender and/or and hold harmless the Administrative Agent for and the full amount 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 imposed by a Taxing Jurisdiction when due, other than any interest, penalties or other Governmental Authority that are payable legal fees arising from the failure of the Borrower to pay such Covered Taxes due to the gross negligence or paid by such Lender or willful misconduct of the Administrative Agent (including any Covered Taxes 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 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 Administrative Agent to provide any such notice within ninety (90) days shall relieve Borrower of its obligation to indemnify the Lenders or the Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any such notice from a Lender or the Administrative Agent, the Borrower shall either: (i) advise such Lender or the Administrative Agent that it intends to indemnify such Lender or the Administrative Agent in respect of such Covered Taxes pursuant to this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such Lender or the Administrative Agent that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Borrower’s sole cost and expense, in which case it shall promptly commence such Good Faith ContestPrimary Insurer. (c) Except 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 extent 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 Good Faith Contest with respect to Covered Taxes, an indemnity made by to enable the Person entitled to such amount to receive from the Partnership or the 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 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 an amount equal to the Lender, and such Covered Taxes are ultimately determined full amount stated to be payable by the relevant Lender in a final judicial proceeding or otherwiseunder this Agreement, the Borrower shall indemnify such Lender Oil Payment Note or the Administrative 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 theretoDebt Service Reserve Insurance Guarantee. (d) Within ten (10) 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 any indemnification of Covered Taxes by the Borrowereach payment under this Agreement as to which such withholding is required, 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 receipt and the Borrower Partnership shall promptly furnish to the Lender or the Administrative Agent any other information, documents and receipts that the Lender Administrative Agent or the Administrative Agent Primary Insurer may from time to time reasonably request require to establish to its satisfaction that full and timely indemnification payment has been made of all Covered Taxes required to be indemnified paid under this Section 4.0110.14. (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 Borrower agrees that, whether or not any Loan is made hereunder: (a) Any All payments of principal of and interest on the Loans and all payments by or on account of any obligation of the Borrower other amounts payable on, under any Loan Document shall be made without deduction or withholding for any Taxes, 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 any such sum payable Loan Document or Loan, by the Borrower to or for the benefit of the Administrative Agent or any Lender, then the Borrower 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, if such Tax is a Covered Tax imposed by a Taxing Jurisdiction, then the sum including amounts payable by the Borrower shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 4.015.06 (Covered Taxes), shall be made free and clear of all present and future income, stamp, court or documentary, intangible, recording and other taxes and levies, imposts, deductions, charges, compulsory loans and withholdings (other than Excluded Taxes) such Lender imposed, assessed, levied or collected by Peru or any political subdivision or taxing authority thereof or therein or by any other jurisdiction, together with interest thereon and penalties with respect thereto, if any, on or in respect of this Agreement, any of the Administrative Agent receives an amount equal other Loan Documents, the Loans, 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 (hereinafter called “Covered Taxes”) all of which will be paid by or on behalf of the Borrower, for its own account, prior 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 the Note for deduction or withholding for any taxes other than Covered Taxes. For Colombian income tax purposes, the Borrower represents that this Credit Agreement is deemed as public foreign indebtednessdate on which penalties attach thereto. (b) The Borrower shall indemnify each Lender and/or the Administrative Agent and each Lender against, and reimburse the Administrative Agent and each Lender within ten (10) days following written demand therefor, for the full amount of any Covered Taxes (including Covered Taxes imposed by a Taxing Jurisdiction or other Governmental Authority that are payable asserted on or paid by such Lender or the Administrative Agent (including any Covered Taxes imposed by a Taxing Jurisdiction on attributable to amounts payable under this Section 4.01 arising therefrom 5.06 (Covered Taxes)) payable or with respect thereto)paid by the Administrative Agent or any Lender or required to be withheld or deducted from a payment to such Administrative Agent or Lender, whether or not such Covered Taxes were correctly or legally asserted. Each Lender imposed or asserted by the relevant Governmental Authority, and any loss, liability, claim or expense, including interest, penalties and reasonable and documented legal fees, which the Administrative Agent shall give notice or any Lender may incur at any time arising out of or in connection with any failure of the Borrower to make any payment of Covered Taxes when due. A certificate as to the amount of such payment or liability delivered to the Borrower of by a Lender (with a copy to the assertion of any claim against such Lender Administrative Agent), or by the Administrative Agent relating to on its Covered Taxes as promptly as possible (and in any event within thirty (30) days) after receipt own behalf or on behalf of formal written notice of such assertiona Lender, provided that failure by a Lender or the Administrative Agent to provide any such notice within ninety (90) days shall relieve Borrower of its obligation to indemnify the Lenders or the Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any such notice from a Lender or the Administrative Agent, the Borrower shall either: (i) advise such Lender or the Administrative Agent that it intends to indemnify such Lender or the Administrative Agent in respect of such Covered Taxes pursuant to this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such Lender or the Administrative Agent that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Borrower’s sole cost and expense, in which case it shall promptly commence such Good Faith Contestbe conclusive absent manifest error. (c) Except In the event that the Borrower is required by Applicable Law to deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the extent Loans, the Notes or any other Loan Document (including amounts payable under this Section 5.06 (Covered Taxes)), then the Borrower shall assume the payment of any Good Faith Contest such Covered Taxes in accordance with respect Article 47 of the Peruvian Income Tax Law, and in the event the Borrower shall not be able to assume such Covered Taxes, an indemnity made by then the Borrower shall pay the Administrative Agent and each Lender such additional amount as may be required, after the deduction or withholding of Covered Taxes (and any deduction or withholding applicable to additional amounts paid pursuant to this indemnification shall be made within twenty clause (20) Business Days after the date the relevant Lender makes written demand thereforc)), 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 Lender, and such Covered Taxes are ultimately determined to be payable by the relevant Lender in a final judicial proceeding or otherwise, the Borrower shall indemnify such Lender or the Administrative 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) Within ten (10) days after the date of any indemnification of Covered Taxes by the Borrower, the Borrower shall furnish to enable the Lender or the Administrative Agent entitled to such amount to receive from the Borrower an amount equal to the full amount stated to be payable under this Agreement, the Loans, the applicable Note and any other Loan Document. (d) The Borrower shall furnish to the Administrative Agent original or a certified copy copies of a receipt evidencing indemnification thereof ortax receipts in respect of any assumed Covered Taxes or withholding by it of Taxes required under this Section 5.06 (Covered Taxes) within sixty (60) days (to the extent available, and if laternot so available, promptly as soon as practicable thereafter) after the date on of each payment hereunder as to which it receives such receipt withholding is required, and the 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 any Lender may from time to time reasonably request require to establish to its satisfaction that full and timely indemnification payment has been made of all Covered Taxes required to be indemnified paid under this Section 4.015.06 (Covered Taxes). (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 Borrower assumes directly the payment of any Covered Taxes as to which indemnification has been made by the Borrower pursuant or pays an additional amount with respect to this Section 4.01, it shall within ten 5.06 (10Covered Taxes) days after the date to the Administrative Agent or any Lender has received and the Administrative Agent or been granted such Lender receives a refundrefund that, remit in the sole discretion of such refund (including any interest received Lender exercised in respect thereof good faith, is not expected to be revoked, or notice from the relevant Governmental Authority)competent authority that a previous refund has become irrevocable, in each case, in respect of the Covered Taxes assumed by the Borrower or subject to payment by the Borrower of additional amounts, and such refund is directly and clearly attributable to this Agreement, the Loans, the applicable Note or any other Loan Document, it shall notify the Borrower of the amount of such refund and shall, upon the receipt thereof, return to the Borrower the amount of such refund if and to the extent the Borrower has assumed directly the payment of such Covered Taxes or the Administrative Agent or such Lender has received such additional amounts from the Borrower with regard to such Covered Taxes, net of all reasonable Taxes and documented out-of-pocket costs and expenses payable as of the Administrative Agent or such Lender. The Borrower, upon the request of the Administrative Agent or a result thereofLender, to the Borrower; provided, that the Borrower agrees to promptly return any such refund shall repay to the Administrative Agent or such Lender the relevant Lender amount paid over pursuant to this clause (e) (plus any penalties, interest or other charges imposed thereon) in the event that the Administrative Agent or such Lender is required to repay such refund to the relevant taxing authorityGovernmental Authority. The Notwithstanding anything to the contrary in this clause (e), in no event will the Administrative Agent and or any Lender be required to pay any amount to the Borrower pursuant to this clause (e) the payment of which would place the relevant Lender shall provide or the Borrower Administrative Agent in a less favorable net after-Tax position than the Administrative Agent or such Lender 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 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 respect to such refundTax had never been paid. This paragraph clause (e) shall not be construed to require any Lender or 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 Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement, the Loans, the Notes or any other Loan Document, it Document 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 (i) permit such payments to be made without withholding or at a reduced rate of withholding. In addition, the Administrative Agent withholding 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 (ii) 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 ; provided that such 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 under any obligation to deliver any documentation that, in the Lender's its reasonable judgment such completionjudgment, 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. ​In addition, each 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 U.S. Internal Revenue 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 ▇▇▇▇▇▇ has complied with such ▇▇▇▇▇▇’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.

Covered Taxes. ​The Borrower agrees that, whether or not any Bank Senior Loan is made under this Agreement: (a) Any All payments of principal of and interest on the Bank Senior Loans and all payments by or on account of any obligation of the Borrower other amounts payable on, under any Loan Document shall be made without deduction or withholding for any Taxes, 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, the Bank Senior Loans, the Senior Notes, the Common Security Agreement or any such sum payable other Financing Document by the Borrower to or for the benefit of the Administrative Agent or any Bank Senior Lender, then the Borrower 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, if such Tax is a Covered Tax imposed by a Taxing Jurisdiction, then the sum including without limitation amounts payable by the Borrower under clause (b) of this Section 5.05 and under Section 12.03, 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 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 invoicemade free and clear of, bill and/or supporting document. For the avoidance of doubt, neither the Lenders nor the Administrative Agent will claim a higher amount under the Note for and without deduction or withholding for for, any taxes and all present and future taxes, levies, imposts, tariffs, duties, assessments, deductions, withholdings, fees, liabilities or other charges other than Excluded Taxes (collectively, "Taxes") imposed, assessed, levied or collected by any Governmental Authority, together with interest thereon and penalties with respect thereto, if any, under or in respect of this Agreement, the Bank Senior Loans, the Senior Notes or any other Financing Document, 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. For Colombian income tax purposes"), all of which shall be paid by the Borrower represents that this Credit Agreement is deemed as public foreign indebtednessBorrower, for its own account, prior to the date on which penalties attach thereto. (b) The Borrower shall indemnify each Lender and/or and hold harmless the Administrative Agent for and each Bank Senior Lender against, and promptly reimburse the full amount Administrative Agent and each Bank Senior Lender on demand for, any Covered Taxes paid by the Administrative Agent or any Bank Senior Lender and any Loss that the Administrative Agent or any Bank Senior Lender may incur at any time arising out of or in connection with any failure of the Borrower to make any payment of Covered Taxes imposed by a Taxing Jurisdiction when due, other than any interest, penalties or other Governmental Authority that are payable legal fees arising from the failure of the Borrower to pay such Covered Taxes due to the gross negligence or paid by such Lender or willful misconduct of the Administrative Agent (including any Covered Taxes 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 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 Administrative Agent to provide any such notice within ninety (90) days shall relieve Borrower of its obligation to indemnify the Lenders or the Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any such notice from a Lender or the Administrative Agent, the Borrower shall either: (i) advise such Lender or the Administrative Agent that it intends to indemnify such Lender or the Administrative Agent in respect of such Covered Taxes pursuant to this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such Lender or the Administrative Agent that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Borrower’s sole cost and expense, in which case it shall promptly commence such Good Faith ContestBank Senior Lender. (c) Except to In the extent of any Good Faith Contest with respect to Covered Taxes, an indemnity made by event that the Borrower pursuant is required by Applicable Law 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 a certificate describing in reasonable detail the basis thereof. If the Borrower shall have commenced a Good Faith Contest with respect to any such deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Bank Senior Loans, the Senior Notes or any other Financing Document (including without limitation any amounts payable under clause (b) of this Section 5.05 and no indemnity payment has been made to the LenderSections 2.07, 2.09, 3.01 and such Covered Taxes are ultimately determined to be payable by the relevant Lender in a final judicial proceeding or otherwise3.02), the Borrower shall indemnify such Lender or pay the Administrative Agent for and each Bank Senior Lender such additional amount as may be required, after the deduction or withholding of any Covered Taxes and for Taxes, to enable the Person entitled to such amount to receive from the Borrower an amount equal to the full amount stated to be payable under this Agreement, the Bank Senior Loans, the Senior Notes or any other liability including penalties and interest charged by the relevant taxing authority arising therefrom or with respect theretoFinancing Document. (d) Within ten (10) The Borrower 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 5.05 within 30 days after the date of any indemnification of Covered Taxes by the Borrowereach payment under this Agreement as to which such withholding is required, 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 receipt and the 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 any Bank Senior Lender may from time to time reasonably request require to establish to its satisfaction that full and timely indemnification payment has been made of all Covered Taxes required to be indemnified paid under this Section 4.015.05. (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 Borrower agrees that, whether or not any Loan is made hereunder: (a) Any All payments of principal of and interest on the Loans and all payments by or on account of any obligation of the Borrower other amounts payable on, under any Loan Document shall be made without deduction or withholding for any Taxes, 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 any such sum payable this Agreement, the Loans or the Common Security Agreement by the Borrower to or for the benefit of the Administrative Agent or any LenderLender or, then in the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld case of amounts payable under Section 2.06, to the relevant taxing authority or other Governmental Authority in accordance with Applicable Law andLoan PRI Insurer, if such Tax is a Covered Tax imposed by a Taxing Jurisdictionincluding, then the sum without limitation, amounts payable by the Borrower under clause (b) of this Section 5.05 and amounts payable by the Borrower under Section 2.06, 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 made by the 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 invoiceBorrower free and clear of, bill and/or supporting document. For the avoidance of doubt, neither the Lenders nor the Administrative Agent will claim a higher amount under the Note for and without deduction or withholding for for, any and all present and future income, stamp and other taxes and levies, imposts, deductions, charges, fees, compulsory loans and assessments whatsoever (including interest thereon and penalties with respect thereto, if any, collectively, “Taxes”), other than Excluded Taxes, imposed, assessed, levied or collected by any competent authority in Bolivia or any political subdivision or taxing authority thereof or therein or by any other jurisdiction from or through which payments of the Loans or other amounts payable by the Borrower hereunder and thereunder are made, that are so imposed, assessed, levied or collected in respect of this Agreement, the Loans, the Notes, the Common Security Agreement, the Security Documents, 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 (hereinafter called “Covered Taxes. For Colombian income tax purposes”) all of which will be timely paid by the Borrower, the Borrower represents that this Credit Agreement is deemed as public foreign indebtednessfor its own account. (b) The Borrower shall will indemnify each Lender and/or the Administrative Agent for and each Lender against, and reimburse the full amount Administrative Agent and each Lender on demand for, any Covered Taxes paid by the Administrative Agent or any Lender and any loss, liability, claim or expense, including interest, penalties, judgments, costs or disbursements and reasonable and documented legal fees, which the Administrative Agent or any Lender may incur at any time arising out of or in connection with any failure of the Borrower to make any payment of Covered Taxes imposed by a Taxing Jurisdiction or other Governmental Authority that are payable or paid by such when due. Each Lender or and the Administrative Agent (including any Covered Taxes imposed by a Taxing Jurisdiction on as to amounts payable under this Section 4.01 arising therefrom or with respect thereto), whether or not to it for its own account) agrees to notify the Borrower of all such Covered Taxes were correctly or legally asserted. Each Lender or the Administrative Agent shall give notice to the Borrower promptly upon becoming aware of the assertion of any claim against such Lender or 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 Administrative Agent to provide any such notice within ninety (90) days shall relieve Borrower of its obligation to indemnify the Lenders or the Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any such notice from a Lender or the Administrative Agent, the Borrower shall either: (i) advise such Lender or the Administrative Agent that it intends to indemnify such Lender or the Administrative Agent in respect of such Covered Taxes pursuant to this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such Lender or the Administrative Agent that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Borrower’s sole cost and expense, in which case it shall promptly commence such Good Faith Contestsame. (c) Except to In the extent of any Good Faith Contest with respect to Covered Taxes, an indemnity made by event that the Borrower pursuant is required by applicable law, decree or regulation 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 a certificate describing in reasonable detail the basis thereof. If the Borrower shall have commenced a Good Faith Contest with respect to any such deduct or withhold Covered Taxes and no indemnity payment has been made to from any amounts payable on, under or in respect of this Agreement, the LenderLoans, and such Covered Taxes are ultimately determined to be the Notes or the other Financing Documents (including amounts payable by the relevant Lender in a final judicial proceeding or otherwiseunder clause (b) of this Section 5.05), the Borrower shall indemnify such Lender or pay the Administrative Agent for and each Lender such additional amount as may be required, after the deduction or withholding of Covered Taxes (and for any deduction or withholding applicable to additional amounts paid pursuant to this Section 5.05(c)), to enable the Person entitled to such amount to receive from the Borrower an amount equal to the full amount stated to be payable under this Agreement, the Loans or the other liability including penalties and interest charged by the relevant taxing authority arising therefrom or with respect theretoFinancing Documents. (d) Within ten (10) days after the date of any indemnification of Covered Taxes by the Borrower, the The Borrower shall furnish to the Lender or the Administrative Agent the original or a certified copy copies of a receipt evidencing indemnification thereof or, if later, tax receipts in respect of any withholding by it of Covered Taxes required under this Section 5.05 as promptly as reasonably practicable after the date on of each payment hereunder as to which it receives such receipt withholding is required, and the 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 any Lender may from time to time reasonably request require to establish to its satisfaction that full and timely indemnification payment has been made by the Borrower of all Covered Taxes required to be indemnified paid under this Section 4.015.05. (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 Borrower agrees that, whether or not any Letter of Credit is issued or Loan is made under this Agreement: (a) Any All payments of principal and interest on the Loans (or any Unpaid Drawings) and all payments other amounts payable on, under or in respect of this Agreement or any other Financing Document by the Borrower to the Administrative Agent, any Letter of Credit Issuer or on account of any obligation of Working Capital Lender including without limitation amounts payable by the Borrower under any Loan Document clause (b) of this Section 5.04 and under Sections 2.08, 2.10, 2.11, 2.14, 2.16, 3.04, 3.05, 3.06 and 4.01, shall be made free and clear of, and without deduction or withholding for for, any and all present and future taxes, levies, imposts, tariffs, duties, assessments, deductions, withholdings, fees, liabilities or other charges other than Excluded Taxes (collectively, "Taxes") imposed, except as required assessed, levied or collected by Applicable Law. If the Borrower shall be required by Applicable Law to withhold or deduct any Taxes from Governmental Authority, together with interest thereon and penalties with respect thereto, if any, under or in respect of this Agreement, any such sum payable to or for the benefit Notes, any Letters of the Administrative Agent Credit, Loans, or any Lenderother Financing Document, then the Borrower 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 entitled to make such deduction or withholding and shall timely pay paid by the full amount deducted or withheld Borrower, for its own account, prior to the relevant taxing authority or other Governmental Authority in accordance with Applicable Law and, if such Tax is a Covered Tax imposed by a Taxing Jurisdiction, then the sum payable by the 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 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 the Note for deduction or withholding for any taxes other than Covered Taxes. For Colombian income tax purposes, the Borrower represents that this Credit Agreement is deemed as public foreign indebtednessdate on which penalties attach thereto. (b) The Borrower shall indemnify each Lender and/or the Administrative Agent for the 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 (including any Covered Taxes 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 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 Administrative Agent to provide any such notice within ninety (90) days shall relieve Borrower of its obligation to indemnify the Lenders or the Administrative Agent pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any such notice from a Lender or hold harmless the Administrative Agent, each Letter of Credit Issuer, and each Working Capital Lender against, and promptly reimburse the Administrative Agent, each Letter of Credit Issuer, and each Bank Senior Lender on demand for, an Covered Taxes paid by the Administrative Agent, any Letter of Credit Issuer or any Working Capital Lender and any Loss that the Administrative Agent, any Letter of Credit Issuer or any Working Capital Lender may incur at any time arising out of or in connection with any failure of the Borrower shall either: (i) advise such Lender to make any payment of Covered Taxes when due, other than any interest, penalties or legal fees arising from the Administrative Agent that it intends failure of the Borrower to indemnify such Lender or the Administrative Agent in respect of pay such Covered Taxes pursuant due to this paragraph (b), in which case it shall promptly indemnify in respect the gross negligence or willful misconduct of such amounts, or (ii) advise such Lender or the Administrative Agent that it intends to commence a Good Faith Contest with respect to Agent, such Covered Taxes at the Borrower’s sole cost and expense, in which case it shall promptly commence Letter of Credit Issuer or such Good Faith ContestWorking Capital Lender. (c) Except to In the extent of any Good Faith Contest with respect to Covered Taxes, an indemnity made by event that the Borrower pursuant is required by Applicable Law 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 a certificate describing in reasonable detail the basis thereof. If the Borrower shall have commenced a Good Faith Contest with respect to any such deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Notes, the Letters of Credit, or any other Financing Document (including without limitation any amounts payable under clause (b) of this Section 5.05 and no indemnity payment has been made to the LenderSections 2.08, 2.10, 2.11, 2.14, 2.16, 3.04, 3.05, 3.06 and such Covered Taxes are ultimately determined to be payable by the relevant Lender in a final judicial proceeding or otherwise4.01, the Borrower shall indemnify such Lender or pay the Administrative Agent for Agent, each Letter of Credit Issuer and each Working Capital Lender such additional amount as may be required, after the deduction or withholding of any Covered Taxes and for Taxes, to enable the Person entitled to such amount to receive from the Borrower an amount equal to the full amount stated to be payable under this Agreement, the Notes, the Letters of Credit, Loans, or any other liability including penalties and interest charged by the relevant taxing authority arising therefrom or with respect theretoFinancing Documents. (d) Within ten (10) The Borrower 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 5.04 within 30 days after the date of any indemnification of Covered Taxes by the Borrowereach payment under this Agreement as to which such withholding is required, 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 receipt and the Borrower shall promptly furnish to the Lender or the Administrative Agent any other information, documents and receipts that the Administrative Agent, any Letter of Credit Issuer or any Working Capital Lender or the Administrative Agent may from time to time reasonably request require to establish to its satisfaction that full and timely indemnification payment has been made of all Covered Taxes required to be indemnified paid under this Section 4.015.04. (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. ​ (a) Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, 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 any such sum payable to or for the benefit of the Administrative Agent or any Lender, then the Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant taxing authority Taxing Jurisdiction or other Governmental Authority in accordance with Applicable Law and, if such Tax is a Covered Tax imposed by a Taxing JurisdictionJurisdiction or other Governmental Authority, then the sum payable by the 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 the Lender or the 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 Lender will not claim a higher amount under the Note for deduction or withholding for any taxes other than Covered Taxes. For Colombian income tax purposes, the Borrower represents that this Credit Agreement is deemed as public foreign indebtedness. (b) The Borrower shall indemnify each the Lender and/or the Administrative Agent for the full amount of Covered Taxes imposed by a Taxing Jurisdiction or other Governmental Authority that are payable or paid by such the Lender or the Administrative Agent (including any Covered Taxes imposed by a Taxing Jurisdiction or other Governmental Authority 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 The Lender or the Administrative Agent shall give notice to the Borrower upon receipt of the any formal written notice of an assertion of any claim against such the Lender or 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 assertionnotice, provided that failure by a the Lender or the Administrative Agent to provide any such notice within ninety (90) days shall relieve the Borrower of its obligation to indemnify the Lenders or the Administrative Agent Lender pursuant to this Section 4.01. Within ten (10) Business Days of receipt of any such notice from a Lender or the Administrative AgentLender, the Borrower shall either: (i) advise such the Lender or the Administrative Agent that it intends to indemnify such the Lender or the Administrative Agent in respect of such Covered Taxes pursuant to this paragraph (b), in which case it shall promptly indemnify in respect of such amounts, or (ii) advise such the Lender or the Administrative Agent that it intends to commence a Good Faith Contest with respect to such Covered Taxes at the Borrower’s sole cost and expense, in which case it shall promptly commence such Good Faith Contest. (c) Except to the extent of any Good Faith Contest with respect to Covered Taxes, an indemnity made by the 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 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 Lender, and such Covered Taxes are ultimately determined to be payable by the relevant Lender in a final judicial proceeding or otherwise, the Borrower shall indemnify such the Lender or the Administrative Agent for such Covered Taxes and for any other liability including penalties and interest charged by the relevant taxing authority Taxing Jurisdiction or other Governmental Authority arising therefrom or with respect thereto. (d) Within ten (10) days after the date of 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 receipt and the Borrower shall promptly furnish to the Lender or the Administrative Agent any other information, documents and receipts that the Lender or the Administrative Agent may from time to time reasonably request to establish to its satisfaction that full and timely indemnification has been made of all Covered Taxes required to be indemnified under this Section 4.01. (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 without interest other than any interest received in respect thereof from the relevant Governmental Authority), net of all reasonable Taxes and out-of-pocket costs and expenses (including Taxes) payable as a result thereof, to the Borrower; provided, that the Borrower agrees to promptly return any such refund (plus any penalties, interest, or other charges imposed by the relevant Governmental Authority) 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 AgentBorrower, at the time or times reasonably requested by the Borrower or the Administrative AgentBorrower, 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 AgentBorrower, shall deliver such other documentation prescribed by applicable law 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 the Lender is subject to backup withholding or information reporting requirements. The Administrative Agent and each Lender agree agrees 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 its 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 ’s reasonable judgment such completion, execution or submission would subject such the Lender to any material ​ unreimbursed cost or expense or would materially prejudice the legal or commercial position of such the Lender. ​. (g) Each party’s obligations under this Section 4 shall survive any assignment of the Loan by the Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.