Common use of Covered Taxes Clause in Contracts

Covered Taxes. The Borrower agrees that, whether or not any Bank Senior Loan is made under this Agreement: (a) All payments of principal of and interest on the Bank Senior Loans and all other amounts payable on, under or in respect of this Agreement, the Bank Senior Loans, the Senior Notes, the Common Security Agreement or any other Financing Document by the Borrower to the Administrative Agent or any Bank Senior Lender, including without limitation amounts payable by the Borrower under clause (b) of this Section 5.05 and under Section 12.03, shall be made free and clear of, and without deduction or withholding 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, 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"), all of which shall be paid by the Borrower, for its own account, prior to the date on which penalties attach thereto. (b) The Borrower shall indemnify and hold harmless the Administrative Agent and each Bank Senior Lender against, and promptly reimburse the 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 when due, other than any interest, penalties or legal fees arising from the failure of the Borrower to pay such Covered Taxes due to the gross negligence or willful misconduct of the Administrative Agent or such Bank Senior Lender. (c) 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 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 Sections 2.07, 2.09, 3.01 and 3.02), the Borrower shall pay the Administrative Agent and each Bank Senior Lender such additional amount as may be required, after the deduction or withholding of any Covered Taxes, to enable the Person entitled to such amount to receive from the 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 Financing Document. (d) 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 each payment under this Agreement as to which such withholding is required, and the Borrower shall promptly furnish to the Administrative Agent any other information, documents and receipts that the Administrative Agent or any Bank Senior Lender may from time to time require to establish to its satisfaction that full and timely payment has been made of all Covered Taxes required to be paid under this Section 5.05.

Covered Taxes. The Borrower agrees that, whether or not any Bank Senior Letter of Credit is issued or Loan is made under this Agreement: (a) All payments of principal of and interest on the Bank Senior Loans (or any Unpaid Drawings) and all other amounts payable on, under or in respect of this Agreement, the Bank Senior Loans, the Senior Notes, the Common Security Agreement or any other Financing Document by the Borrower to the Administrative Agent Agent, any Letter of Credit Issuer or any Bank Senior Lender, Working Capital Lender including without limitation amounts payable by the Borrower under clause (b) of this Section 5.05 5.04 and under Section 12.03Sections 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, 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, 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 any Notes, any Letters of Credit, 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"), all of which shall be paid by the Borrower, for its own account, prior to the date on which penalties attach thereto. (b) The Borrower shall indemnify and hold harmless the Administrative Agent Agent, each Letter of Credit Issuer, and each Bank Senior Working Capital Lender against, and promptly reimburse the Administrative Agent Agent, each Letter of Credit Issuer, and each Bank Senior Lender on demand for, any an Covered Taxes paid by the Administrative Agent Agent, any Letter of Credit Issuer or any Bank Senior Working Capital Lender and any Loss that the Administrative Agent Agent, any Letter of Credit Issuer or any Bank Senior Working Capital 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, other than any interest, penalties or legal fees arising from the failure of the Borrower to pay such Covered Taxes due to the gross negligence or willful misconduct of the Administrative Agent Agent, such Letter of Credit Issuer or such Bank Senior Working Capital Lender. (c) 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 Bank Senior LoansNotes, the Senior Notes Letters of Credit, or any other Financing Document (including without limitation any amounts payable under clause (b) of this Section 5.05 and Sections 2.072.08, 2.092.10, 3.01 2.11, 2.14, 2.16, 3.04, 3.05, 3.06 and 3.02)4.01, the Borrower shall pay the Administrative Agent Agent, each Letter of Credit Issuer and each Bank Senior Working Capital Lender such additional amount as may be required, after the deduction or withholding of any Covered Taxes, to enable the Person entitled to such amount to receive from the Borrower an amount equal to the full amount stated to be payable under this Agreement, the Bank Senior Notes, the Letters of Credit, Loans, the Senior Notes or any other Financing DocumentDocuments. (d) 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 5.04 within 30 days after the date of each payment under this Agreement as to which such withholding is required, and the Borrower shall promptly furnish to the Administrative Agent any other information, documents and receipts that the Administrative Agent Agent, any Letter of Credit Issuer or any Bank Senior Working Capital Lender may from time to time require to establish to its satisfaction that full and timely payment has been made of all Covered Taxes required to be paid under this Section 5.055.04.

Covered Taxes. The Borrower agrees that, whether or not any Bank Senior Loan is made under this Agreementhereunder: (a) All payments of principal of and interest on the Bank Senior Loans and all other amounts payable on, under or in respect of this Agreement, the Bank Senior Loans, the Senior Notes, Loans or the Common Security Agreement or any other Financing Document by the Borrower to the Administrative Agent or any Bank Senior LenderCAF, including including, without limitation limitation, amounts payable by the Borrower under clause (b) of this Section 5.05 and under Section 12.035.05, shall be made by the Borrower free and clear of, and without deduction or withholding for, any and all present and future taxesincome, stamp and other taxes and levies, imposts, tariffs, duties, assessments, deductions, withholdingscharges, fees, liabilities or other charges compulsory loans and assessments whatsoever (including interest thereon and penalties assessed with respect thereto, if any, collectively, “Taxes”), other than Excluded Taxes (collectivelyTaxes, "Taxes") imposed, assessed, levied or collected by any Governmental Authoritycompetent 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, together with interest thereon and penalties with respect theretoassessed, if any, under levied or collected on or in respect of this Agreement, the Bank Senior Loans, the Senior Notes or any other Financing DocumentCAF 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"), ”) all of which shall will be timely paid by the Borrower, for its own account, prior . CAF (as to amounts payable to it for its own account) agrees to notify the date on which penalties attach theretoBorrower of all Covered Taxes promptly upon becoming aware of the same. (b) The Borrower shall will indemnify and hold harmless the Administrative Agent and each Bank Senior Lender CAF against, and promptly reimburse the Administrative Agent and each Bank Senior Lender CAF on demand for, any Covered Taxes paid by the Administrative Agent or any Bank Senior Lender CAF and any Loss that the Administrative Agent loss, liability, claim or any Bank Senior Lender 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 Borrower to make any payment of Covered Taxes when due, other than any interest, penalties or legal fees arising from the failure of the Borrower to pay such Covered Taxes due to the gross negligence or willful misconduct of the Administrative Agent or such Bank Senior Lender. (c) In the event that the Borrower is required by Applicable Law applicable law, decree or regulation to deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Bank Senior Loans, the Senior CAF Notes or any the other Financing Document Documents (including without limitation any amounts payable under clause (b) of this Section 5.05 and Sections 2.07, 2.09, 3.01 and 3.025.05), the Borrower shall pay the Administrative Agent and each Bank Senior Lender such additional amount as may be required, after the deduction or withholding of Covered Taxes (and any Covered Taxesdeduction or withholding applicable to additional amounts paid pursuant to this Section 5.05(c)), to enable the Person entitled to such amount CAF to receive from the Borrower an amount equal to the full amount stated to be payable to CAF under this Agreement, the Bank Senior Loans, Loans or the Senior Notes or any other Financing DocumentDocuments. (d) The Borrower shall furnish to the Administrative Agent CAF original or certified copies of tax receipts in respect of any withholding by it of Covered Taxes required under this Section 5.05 within 30 days as promptly as reasonably practicable after the date of each payment under this Agreement hereunder as to which such withholding is required, and the Borrower shall promptly furnish to the Administrative Agent CAF any other information, documents and receipts that the Administrative Agent or any Bank Senior Lender CAF may from time to time reasonably require to establish to its satisfaction that full and timely payment has been made by the Borrower of all Covered Taxes required to be paid under this Section 5.05.

Covered Taxes. The Borrower agrees that, whether or not any Bank Senior Loan is made under this Agreementhereunder: (a) All payments of principal of and interest on the Bank Senior Loans and all other amounts payable on, under or in respect of this Agreement, the Bank Senior Loans, the Senior Notes, Loans or the Common Security Agreement or any other Financing Document by the Borrower to the Administrative Agent or any Bank Senior LenderLender or, including in the case of amounts payable under Section 2.06, to the Loan PRI Insurer, including, without limitation limitation, amounts payable by the Borrower under clause (b) of this Section 5.05 and amounts payable by the Borrower under Section 12.032.06, shall be made by the Borrower free and clear of, and without deduction or withholding for, any and all present and future taxesincome, stamp and other taxes and levies, imposts, tariffs, duties, assessments, deductions, withholdingscharges, fees, liabilities or other charges other than Excluded Taxes compulsory loans and assessments whatsoever (collectively, "Taxes") imposed, assessed, levied or collected by any Governmental Authority, together with including interest thereon and penalties with respect thereto, if any, under 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 Bank Senior Loans, the Senior Notes or any other Financing DocumentNotes, 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"), ”) all of which shall will be timely paid by the Borrower, for its own account, prior to the date on which penalties attach thereto. (b) The Borrower shall will indemnify and hold harmless the Administrative Agent and each Bank Senior Lender against, and promptly reimburse the 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 loss, liability, claim or expense, including interest, penalties, judgments, costs or disbursements and reasonable and documented legal fees, which 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 when due, other than any interest, penalties or legal fees arising from . Each Lender and the failure of Administrative Agent (as to amounts payable to it for its own account) agrees to notify the Borrower to pay of all such Covered Taxes due to the gross negligence or willful misconduct promptly upon becoming aware of the Administrative Agent or such Bank Senior Lendersame. (c) In the event that the Borrower is required by Applicable Law applicable law, decree or regulation to 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 the other Financing Document Documents (including without limitation any amounts payable under clause (b) of this Section 5.05 and Sections 2.07, 2.09, 3.01 and 3.025.05), the Borrower shall pay the Administrative Agent and each Bank Senior Lender such additional amount as may be required, after the deduction or withholding of Covered Taxes (and any Covered Taxesdeduction 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 Bank Senior Loans, Loans or the Senior Notes or any other Financing DocumentDocuments. (d) The Borrower shall furnish to the Administrative Agent original or certified copies of tax receipts in respect of any withholding by it of Covered Taxes required under this Section 5.05 within 30 days as promptly as reasonably practicable after the date of each payment under this Agreement hereunder as to which such withholding is required, and the Borrower shall promptly furnish to the Administrative Agent any other information, documents and receipts that the Administrative Agent or any Bank Senior Lender may from time to time reasonably require to establish to its satisfaction that full and timely payment has been made by the Borrower of all Covered Taxes required to be paid under this Section 5.05.

Covered Taxes. The Borrower agrees that, whether or not any Bank Senior Loan is made under this Agreementhereunder: (a) All payments of principal of and interest on the Bank Senior Loans and all other amounts payable on, under or in respect of this Agreementany Loan Document or Loan, the Bank Senior Loans, the Senior Notes, the Common Security Agreement or any other Financing Document by the Borrower to the Administrative Agent or any Bank Senior Lender, including without limitation amounts payable by the Borrower under clause (b) of this Section 5.05 and under Section 12.035.06 (Covered Taxes), shall be made free and clear of, and without deduction or withholding for, any and of all present and future taxesincome, stamp, court or documentary, intangible, recording and other taxes and levies, imposts, tariffs, duties, assessments, deductions, withholdingscharges, fees, liabilities or other charges compulsory loans and withholdings (other than Excluded Taxes (collectively, "Taxes") imposed, assessed, levied or collected by Peru or any Governmental Authoritypolitical subdivision or taxing authority thereof or therein or by any other jurisdiction, together with interest thereon and penalties with respect thereto, if any, under on or in respect of this Agreement, any of the Bank Senior Loansother Loan Documents, the Senior Notes or any other Financing DocumentLoans, 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 shall will be paid by or on behalf of the Borrower, for its own account, prior to the date on which penalties attach thereto. (b) The Borrower shall indemnify and hold harmless the Administrative Agent and each Bank Senior Lender against, and promptly reimburse the Administrative Agent and each Bank Senior Lender on within ten (10) days following written demand fortherefor, for the full amount of any Covered Taxes (including Covered Taxes imposed or asserted on or attributable to amounts payable under this Section 5.06 (Covered Taxes)) payable or paid by the Administrative Agent or any Bank Senior 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 imposed or asserted by the relevant Governmental Authority, and any Loss that loss, liability, claim or expense, including interest, penalties and reasonable and documented legal fees, which 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 when due, other than any interest, penalties . A certificate as to the amount of such payment or legal fees arising from the failure of liability delivered to the Borrower to pay such Covered Taxes due by a Lender (with a copy to the gross negligence Administrative Agent), or willful misconduct of by the Administrative Agent on its own behalf or such Bank Senior on behalf of a Lender, shall be conclusive absent manifest error. (c) 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 Bank Senior Loans, the Senior Notes or any other Financing Loan Document (including without limitation any amounts payable under clause (b) of this Section 5.05 and Sections 2.07, 2.09, 3.01 and 3.025.06 (Covered Taxes)), then the Borrower shall assume the payment of such Covered Taxes in accordance with Article 47 of the Peruvian Income Tax Law, and in the event the Borrower shall not be able to assume such Covered Taxes, then the Borrower shall pay the Administrative Agent and each Bank Senior Lender such additional amount as may be required, after the deduction or withholding of Covered Taxes (and any Covered Taxesdeduction or withholding applicable to additional amounts paid pursuant to this clause (c)), to enable the Person 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 Bank Senior Loans, the Senior Notes or applicable Note and any other Financing Loan Document. (d) The Borrower shall furnish to the Administrative Agent original or certified copies of tax receipts in respect of any assumed Covered Taxes or withholding by it of Covered Taxes required under this Section 5.05 5.06 (Covered Taxes) within 30 sixty (60) days (to the extent available, and if not so available, as soon as practicable thereafter) after the date of each payment under this Agreement hereunder as to which such withholding is required, and the Borrower shall promptly furnish to the Administrative Agent any other information, documents and receipts that the Administrative Agent or any Bank Senior Lender may from time to time reasonably require to establish to its satisfaction that full and timely payment has been made of all Covered Taxes required to be paid under this Section 5.055.06 (Covered Taxes). (e) If the Borrower assumes directly the payment of Covered Taxes or pays an additional amount with respect to this Section 5.06 (Covered Taxes) to the Administrative Agent or any Lender and the Administrative Agent or such Lender receives a refund that, in the sole discretion of such Lender exercised in good faith, is not expected to be revoked, or notice from the relevant 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 and documented out-of-pocket expenses of the Administrative Agent or such Lender. The Borrower, upon the request of the Administrative Agent or a Lender, shall repay to the Administrative Agent or such Lender the 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 Governmental Authority. Notwithstanding anything to the contrary in this clause (e), in no event will the Administrative Agent 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 or the 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 respect to such Tax had never been paid. This clause (e) shall not be construed to require any Lender or the Administrative Agent 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) 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 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 or (ii) enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements; provided that such Lender shall not be under any obligation to deliver any documentation that, in its reasonable judgment, 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 Xxxxxx has complied with such Xxxxxx’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.