(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:— (A) the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(aXiii) or 4(d); or (B) the failure of a representation made by Y pursuant to Section XI) to be accurate and true unless such failure would not have occurred bet for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, after a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law. (ii) Liability. If:— (I) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority. to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(dXi)(4); (2) X does not so deduct or withhold; and (3) a liability resulting from such Tax is assessed directly against X. then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax. Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(aXi), 4(aXiii) or 4(d)). 3. Representations Each party makes the representations contained in Sections 3(a), 3(b), 3(c), 3(d), 3(e) and 3(f) and, if specified in the Schedule as applying. 3(g) to the