Common use of After-Tax Basis Clause in Contracts

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred. If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired).

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 6.01 (an "Indemnifiable Tax") shall be an amount sufficient to restore the Tax Indemnitee, on an After-After Tax Basis, to the same position such party would have been in had such Tax not been incurred, taking into account any tax benefits recognized by such Tax Indemnitee as a result of the Indemnifiable Tax. If any Tax Indemnitee actually realizes a permanent tax benefit (whether by credit, deduction or otherwise), or would have realized such a benefit as to which it has been given notice if properly claimed, and with respect to Owner Participant, the Owner Participant has not determined in good faith that claiming such benefit would have a material adverse impact on the Owner Participant or an Affiliate thereof, by reason of the payment of any Tax paid or indemnified against by the Lessee, provided that an Event of Default has not occurred and is not continuing, such Tax Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax benefit was not previously taken into account in computing such paymentpayment or indemnity, but not before the Lessee shall have made all payments then due to such Tax Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Tax Indemnitee that would not have been realized but for any payment made by such Tax Indemnitee pursuant to this sentence and not already paid to the Lessee, and or (y) the amount of the payment made under Section 6.01 hereof and this Section 8.02 and Section 8.01 hereof 6.02 by the Lessee to such Tax Indemnitee plus the amount of any other payments by the Lessee to such Tax Indemnitee theretofore required to be made under this Section 8.02 6.02 and Section 8.01 Sections 6.01 and 6.05 hereof (and the excess, if any, of the tax benefit over the applicable amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto PRO TANTO any subsequent obligations of the Lessee to make payments to such Tax Indemnitee pursuant to Section 8.01 6.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such . If an amount payable by any Tax Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Section 6.02 is not paid when due because of the occurrence and continuation of any Event of Default Default, such amount shall have occurred and be continuing under payable by any Tax Indemnitee to the LeaseLessee upon the Lessee's curing all Events of Default. The Lessee shall reimburse on an After-After Tax Basis such Tax Indemnitee (subject to Section 6.01(b), but only insofar as subsections (iv), (vi), (vii), (ix), (x), (xi), (xii) and (xiii) thereof would apply) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced reduced. In determining the order in which any Tax Indemnitee utilizes withholding or other foreign taxes as a taxable year subsequent credit against such Tax Indemnitee's United States income taxes, such Tax Indemnitee shall be deemed to utilize (i) first, all foreign taxes other than those described in clause (ii) below; and (ii) then, on a pro rata basis, all foreign taxes with respect to which such Tax Indemnitee is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, or other financing document (including this Agreement) that is similar to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)indemnification provision in this Article 6.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 hereof shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Original Agreements, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of allowance and utilization by such payment Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof without regard to Section 8.01(b) hereof.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred, provided that the calculation of any additional amounts owing to any Indemnitee as a result of the Lessee's obligation to indemnify on an After-Tax Basis shall be made without regard to the exclusions set forth in Section 8.01(b). If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under Section 8.01 hereof and this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section Sections 8.01 and 8.05 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee (and without regard to Section 8.01(b) hereof, except for clause (v) thereof) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired).

After-Tax Basis. The All indemnity payments under this Agreement, including pursuant to Sections 2.6, 5 and 7, shall be (i) increased to take account of any net Tax cost actually incurred by the indemnified party arising from the receipt or accrual of indemnity payments (grossed up for such increase) and (ii) reduced to take account of any net Tax Benefit actually realized by the indemnified party arising from the incurrence or payment of any amount which or other loss indemnified against. In computing the Lessee amount of any such Tax cost or Tax Benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit, including the utilization of any available net operating loss carryforwards, before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any amount or other loss indemnified against hereunder. For purposes of this Section 13(b), an indemnified party shall be deemed to have “actually incurred” or “actually realized” a net Tax cost or a net Tax Benefit to the extent that, and at such time as, the amount of Taxes payable (including Taxes payable on an estimated basis) by such indemnified party is increased above or reduced below, as the case may be, the amount of Taxes that such indemnified party would be required to pay but for the receipt or accrual of the indemnity payment or the incurrence or payment of such amount indemnified against as the case may be. The Companies shall make any adjusting payment between each other as is required under this Section 13(b) within ten (10) days of the date an indemnified party is deemed to have actually realized or actually incurred each net Tax Benefit or net Tax cost. The amount of any increase or reduction hereunder shall be adjusted to reflect any Final Determination with respect to the indemnified party’s liability for Taxes and any Tax indemnified against under Section 8.01 payments necessary to reflect such adjustment shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred. If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of within ten (x10) the sum days of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)determination.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Original Agreements, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of allowance and utilization by such payment Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof without regard to Section 8.01(b) hereof.

After-Tax Basis. The All indemnity payments under this Agreement, including pursuant to Section 2, 4.3, 5 or 7.4, shall be (i) increased to take account of any net Tax cost actually incurred by the indemnified party arising from the receipt or accrual of indemnity payments (grossed up for such increase) and (ii) reduced to take account of any net Tax Benefit actually realized by the indemnified party arising from the incurrence or payment of any amount which or other loss indemnified against. In computing the Lessee amount of any such Tax cost or Tax Benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit, including the utilization of any available net operating loss carryforwards, before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any amount or other loss indemnified against hereunder. For purposes of this Section 13.2, an indemnified party shall be deemed to have “actually incurred” or “actually realized” a net Tax cost or a net Tax Benefit to the extent that, and at such time as, the amount of Taxes payable (including Taxes payable on an estimated basis) by such indemnified party is increased above or reduced below, as the case may be, the amount of Taxes that such indemnified party would be required to pay but for the receipt or accrual of the indemnity payment or the incurrence or payment of such amount indemnified against as the case may be. The Companies shall make any adjusting payment between each other as is required under this Section 13.2 within ten (10) days of the date an indemnified party is deemed to have actually realized or actually incurred each net Tax Benefit or net Tax cost. The amount of any increase or reduction hereunder shall be adjusted to reflect any Final Determination with respect to the indemnified party’s liability for Taxes and any Tax indemnified against under Section 8.01 payments necessary to reflect such adjustment shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred. If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of within ten (x10) the sum days of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)determination.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Original Agreements, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof without regard to Section 8.01(b) hereof.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 hereof shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of allowance and utilization by such payment Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof without regard to Section 8.01(b) hereof.

After-Tax Basis. The All indemnity payments under this Agreement, including pursuant to Section 2, 3.3, 3.4 or 6.5, shall be (i) increased to take account of any net Tax cost actually incurred by the indemnified party arising from the receipt or accrual of indemnity payments (grossed up for such increase) and (ii) reduced to take account of any net Tax Benefit actually realized by the indemnified party arising from the incurrence or payment of any amount which or other loss indemnified against. In computing the Lessee amount of any such Tax cost or Tax Benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit, including the utilization of any available net operating loss carryforwards, before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any amount or other loss indemnified against hereunder. For purposes of this Section 12.2, an indemnified party shall be deemed to have “actually incurred” or “actually realized” a net Tax cost or a net Tax Benefit to the extent that, and at such time as, the amount of Taxes payable (including Taxes payable on an estimated basis) by such indemnified party is increased above or reduced below, as the case may be, the amount of Taxes that such indemnified party would be required to pay but for the receipt or accrual of the indemnity payment or the incurrence or payment of such amount indemnified against as the case may be. The Companies shall make any adjusting payment between each other as is required under this Section 12.2 within ten (10) days of the date an indemnified party is deemed to have actually realized or actually incurred each net Tax Benefit or net Tax cost. The amount of any increase or reduction hereunder shall be adjusted to reflect any Final Determination with respect to the indemnified party’s liability for Taxes and any Tax indemnified against under Section 8.01 payments necessary to reflect such adjustment shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred. If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of within ten (x10) the sum days of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)determination.

After-Tax Basis. The All indemnity payments under this Agreement, including pursuant to Section 2 or 4 shall be (i) increased to take account of any net Tax cost actually incurred by the indemnified party arising from the receipt or accrual of indemnity payments (grossed up for such increase) and (ii) reduced to take account of any net Tax Benefit actually realized by the indemnified party arising from the incurrence or payment of any amount which or other loss indemnified against. In computing the Lessee amount of any such Tax cost or Tax Benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss deduction or credit, including the utilization of any available net operating loss carryforwards, before recognizing any item arising from the receipt of any indemnity payment hereunder or the incurrence or payment of any amount or other loss indemnified against hereunder. For purposes of this Section 11.2, an indemnified party shall be deemed to have “actually incurred” or “actually realized” a net Tax cost or a net Tax Benefit to the extent that, and at such time as, the amount of Taxes payable (including Taxes payable on an estimated basis) by such indemnified party is increased above or reduced below, as the case may be, the amount of Taxes that such indemnified party would be required to pay but for the receipt or accrual of the indemnity payment or the incurrence or payment of such amount indemnified against as the case may be. The Parties shall make any adjusting payment between each other as is required under this Section 11.2 within ten (10) days of the date an indemnified party is deemed to have actually realized or actually incurred each net Tax Benefit or net Tax cost. The amount of any increase or reduction hereunder shall be adjusted to reflect any Final Determination with respect to the indemnified party’s liability for Taxes and any Tax indemnified against under Section 8.01 payments necessary to reflect such adjustment shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred. If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of within ten (x10) the sum days of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)determination.

After-Tax Basis. The amount which the Lessee shall be --------------- required to pay with respect to any Tax indemnified against under Section 8.01 6.01 (an "Indemnifiable Tax") shall be an amount sufficient to restore the Tax Indemnitee, on an After-After Tax Basis, to the same position such party would have been in had such Tax not been incurred, taking into account any tax benefits recognized by such Tax Indemnitee as a result of the Indemnifiable Tax. If any Tax Indemnitee actually realizes a permanent tax benefit (whether by credit, deduction or otherwise), or would have realized such a benefit as to which it has been given notice if properly claimed, and with respect to Owner Participant, the Owner Participant has not determined in good faith that claiming such benefit would have a material adverse impact on the Owner Participant or an Affiliate thereof, by reason of the payment of any Tax paid or indemnified against by the Lessee, provided that an Event of Default has not occurred and is not continuing, such Tax Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax benefit was not previously taken into account in computing such paymentpayment or indemnity, but not before the Lessee shall have made all payments then due to such Tax Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Tax Indemnitee that would not have been realized but for any payment made by such Tax Indemnitee pursuant to this sentence and not already paid to the Lessee, and or (y) the amount of the payment made under Section 6.01 hereof and this Section 8.02 and Section 8.01 hereof 6.02 by the Lessee to such Tax Indemnitee plus the amount of any other payments by the Lessee to such Tax Indemnitee theretofore required to be made under this Section 8.02 6.02 and Section 8.01 Sections 6.01 and 6.05 hereof (and the excess, if any, of the tax benefit over the applicable amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any --- ----- subsequent obligations of the Lessee to make payments to such Tax Indemnitee pursuant to Section 8.01 6.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such . If an amount payable by any Tax Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Section 6.02 is not paid when due because of the occurrence and continuation of any Event of Default Default, such amount shall have occurred and be continuing under payable by any Tax Indemnitee to the LeaseLessee upon the Lessee's curing all Events of Default. The Lessee shall reimburse on an After-After Tax Basis such Tax Indemnitee (subject to Section 6.01(b), but only insofar as subsections (iv), (vi), (vii), (x), (xi), (xii), (xiii), (xiv) and (xv) thereof would apply) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced reduced. In determining the order in which any Tax Indemnitee utilizes withholding or other foreign taxes as a taxable year subsequent credit against such Tax Indemnitee's United States income taxes, such Tax Indemnitee shall be deemed to utilize (i) first, all foreign taxes other than those described in clause (ii) below; and (ii) then, on a pro rata basis, all foreign taxes with respect to which such Tax Indemnitee is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, or other financing document (including this Agreement) that is similar to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)indemnification provision in this Article 6.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 hereof shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Original Agreements, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of allowance and utilization by such payment Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof without regard to Section 8.01(b) hereof.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Original Agreements, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an any Payment Default, Bankruptcy Default or Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of allowance and utilization by such payment Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof (without regard to Section 8.01(b)(i), (iii) or (viii) hereof).

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred, provided that the calculation of any additional amounts owing to any Indemnitee as a result of the Lessee's obligation to indemnify on an After-Tax Basis shall be made without regard to the exclusions set forth in Section 8.01(b). If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement Agreement, the Original Agreements and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this Section Sections 8.01 and 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section Sections 8.01 and 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to Section 8.01 hereof8.01); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee (and without regard to Section 8.01(b), except for clause (v) thereof) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) .

After-Tax Basis. The amount which the Lessee shall be --------------- required to pay with respect to any Tax indemnified against under Section 8.01 6.01 (an "Indemnifiable Tax") shall be an amount sufficient to restore the Tax Indemnitee, on an After-After Tax Basis, to the same position such party would have been in had such Tax not been incurred, taking into account any tax benefits recognized by such Tax Indemnitee as a result of the Indemnifiable Tax. If any Tax Indemnitee actually realizes a permanent tax benefit (whether by credit, deduction or otherwise), or would have realized such a benefit as to which it has been given notice if properly claimed, and with respect to Lessor, the Lessor has not determined in good faith that claiming such benefit would have a material adverse impact on the Lessor or an Affiliate thereof, by reason of the payment of any Tax paid or indemnified against by the Lessee, provided that an Event of Default has not occurred and is not continuing, such Tax Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax benefit was not previously taken into account in computing such paymentpayment or indemnity, but not before the Lessee shall have made all payments then due to such Tax Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Tax Indemnitee that would not have been realized but for any payment made by such Tax Indemnitee pursuant to this sentence and not already paid to the Lessee, and or (y) the amount of the payment made under Section 6.01 hereof and this Section 8.02 and Section 8.01 hereof 6.02 by the Lessee to such Tax Indemnitee plus the amount of any other payments by the Lessee to such Tax Indemnitee theretofore required to be made under this Section 8.02 6.02 and Section 8.01 Sections 6.01 and 6.05 hereof (and the excess, if any, of the tax benefit over the applicable amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee --- ----- to make payments to such Tax Indemnitee pursuant to Section 8.01 6.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such . If an amount payable by any Tax Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Section 6.02 is not paid when due because of the occurrence and continuation of any Event of Default Default, such amount shall have occurred and be continuing under payable by any Tax Indemnitee to the LeaseLessee upon the Lessee's curing all Events of Default. The Lessee shall reimburse on an After-After Tax Basis such Tax Indemnitee (subject to Section 6.01(b), but only insofar as subsections (iv), (vi), (vii), (x), (xi), (xii), (xiii), (xiv) and (xv) thereof would apply) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced reduced. In determining the order in which any Tax Indemnitee utilizes withholding or other foreign taxes as a taxable year subsequent credit against such Tax Indemnitee's United States income taxes, such Tax Indemnitee shall be deemed to utilize (i) first, all foreign taxes other than those described in clause (ii) below; and (ii) then, on a pro rata basis, all foreign taxes with respect to which such Tax Indemnitee is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, or other financing document (including this Agreement) that is similar to the year indemnification provision in this Article 6. Notwithstanding the foregoing, any amount payable by the Lessor pursuant to this Section 6.02 shall not exceed the sum of such payment (including the expiration amounts previously paid by the Lessee to the Lessor pursuant to this Article 6, less the aggregate amount of all prior payments by the Lessor to the Lessee under this Section 6.02, with any tax credit carryovers or carrybacks excess amount otherwise payable being carried forward and available to reduce pro tanto any --- ----- subsequent obligation of such Indemnitee that would not otherwise have expired)Lessee to Lessor pursuant to this Article 6.

After-Tax Basis. The amount which the Lessee indemnity amounts payable under Section 5.2(a) shall be required to pay with respect to computed on an “after-tax” basis, so that any Tax indemnified against under Section 8.01 such indemnity payment shall be in an amount sufficient to restore which, when reduced by the Indemniteenet increase in the federal, on an After-state and local income tax liability of the Indemnified Person as a result of the receipt of such payment, shall equal the amount of the Tax Basis, in respect of which such indemnity is payable. Subject to the same position such party would have been in had such Tax not been incurred. If any Indemnitee proviso to this sentence, if an Indemnified Person actually realizes and utilizes a permanent tax benefit by reason of the payment of a Tax for which it is indemnified under Section 5.2(a) (including the amount of any value-added Tax paid or indemnified against that is recoverable by the Lesseesuch Indemnified Person, it being agreed that each Indemnified Person will take all such Indemnitee shall promptly pay to actions reasonably requested by the Lessee to facilitate the extent recovery or utilization of any value-added Tax otherwise indemnifiable hereunder), such tax Indemnified Person shall, unless such benefit was not previously taken into account in computing such paymentthe computation of the net increase, but not before pay the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (xi) the sum of (A) an amount equal to such permanent tax benefit, plus (B) an amount equal to any other tax benefit plus any other permanent tax benefit realized and actually realized utilized by such Indemnitee that would not have been realized but for Indemnified Person as the result of any payment made by such Indemnitee Indemnified Person pursuant to this sentence and not already paid to the Lesseesentence, and (yii) the amount of the such payment made under this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee Indemnified Person plus the amount of any other payments payment by the Lessee to such Indemnitee Indemnified Person theretofore required made pursuant to be made under this Section 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied 5.2 reduced by other amounts previously paid by such Indemnified Person to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to this Section 8.01 hereof)5.2; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee an Indemnified Person shall not be obligated to make pay any payment portion of such amount to the Lessee pursuant to this sentence as long as while an Event of Default shall have occurred and is continuing, and promptly after such Event of Default shall no longer be continuing under continuing, such Indemnified Person shall make payment to the LeaseLessee as though such Event of Default had not occurred. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment Any disallowance of a tax benefit pursuant for which the Lessee has received a payment under this Section 5.2(f) shall be treated as a Tax for which the Lessee is obligated to the preceding sentence indemnify under this Section 5.2, without regard to Section 5.2(b) (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunderother than clause (vii) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expiredthereof).

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit (whether by credit, deduction or otherwise), or would have realized such a benefit if properly claimed, by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this pursuant to Section 8.02 and Section 8.01 hereof 9.01 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the Tax benefit over the applicable amount described in clause (x) above over the amount described in or clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an Event a Specified Default exists. Any Taxes that are imposed on any Indemnitee as a result of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of allowance and utilization by such payment Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof without regard to Section 8.01 (b) hereof.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 6.01 shall be an amount sufficient to restore the Tax Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred, taking into account any tax benefits recognized by such Tax Indemnitee as a result of the Indemnifiable Tax. If any Tax Indemnitee actually realizes a permanent tax Tax benefit (whether by credit, deduction or otherwise), or would have realized such a benefit if properly claimed, by reason of the payment of any Tax paid or indemnified against by the Lessee, such Tax Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax Tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Tax Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Tax Indemnitee that would not have been realized but for any payment made by such Tax Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under Section 6.01 hereof and this Section 8.02 and Section 8.01 hereof 6.02 by the Lessee to such Tax Indemnitee plus the amount of any other payments by the Lessee to such Tax Indemnitee theretofore required to be made under this Section 8.02 6.02 and Section 8.01 Sections 6.01 and 6.05 hereof (and the excess, if any, of the Tax benefit over the applicable amount described in clause (x) above over the amount described in or clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Tax Indemnitee pursuant to Section 8.01 6.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Tax Indemnitee (subject to Section 6.01(b) hereof) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced reduced. In determining the order in which any Tax Indemnitee utilizes withholding or other foreign taxes as a credit against such Tax Indemnitee's United States income taxes, such Tax Indemnitee shall be deemed to utilize (i) first, all foreign taxes other than those described in clause (ii) below; provided, that such other foreign taxes which are carried back to the taxable year subsequent for which a determination is being made shall be deemed utilized after foreign taxes described in clause (ii) below, and (ii) then, on a pro rata basis, all foreign taxes with respect to which such Tax Indemnitee is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, or other financing document (including this Participation Agreement) that is similar to the year indemnification provision in this Article 6. Notwithstanding the preceding paragraph, if foreign taxes of a Tax Indemnitee have been indemnified hereunder and all such payment (including indemnified foreign taxes have not been used to produce a credit against such Tax Indemnitee's United States income taxes resulting in the expiration realization of any a tax benefit paid to the Lessee in accordance with the first paragraph of this Section 6.02, a tax benefit will be deemed to be attributable to such indemnified foreign taxes to the extent that an item of income derived from the transactions contemplated in the Operative Agreements is allocable to sources outside the United States and such allocation results in an increase in the amount of foreign tax credit carryovers or carrybacks such Tax Indemnitee is entitled to use in any taxable year over the amount of foreign tax credit such Tax Indemnitee that would have been entitled to use if such foreign source allocation had not otherwise have expired)occurred.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of allowance and utilization by such payment Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof without regard to Section 8.01(b) hereof.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax Tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment required to be made under Section 8.01 hereof and this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section Sections 8.01 and 8.05 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to this Section 8.02 and Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as a Payment Default or an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment of a tax Tax benefit pursuant to the preceding sentence (or a tax Tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax Tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired).

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred. If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement Agreements and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired).

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax Tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, payment an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment required to be made under this Section Sections 8.01 and 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section Sections 8.01 and 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to Section Sections 8.01 hereofand 8.02); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as a Payment Default, Bankruptcy Default or an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment of a tax Tax benefit pursuant to the preceding sentence (or a tax Tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax Tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired).

After-Tax Basis. The amount which the Lessee shall be --------------- required to pay with respect to any Tax indemnified against under Section 8.01 6.01 (an "Indemnifiable Tax") shall be an amount sufficient to restore the Tax Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred, taking into account any tax benefits recognized by such Tax Indemnitee as a result of the Indemnifiable Tax. If any Tax Indemnitee actually realizes a permanent tax benefit (whether by credit, deduction or otherwise), or would have realized such a benefit as to which it has been given notice if properly claimed, and with respect to Owner Participant, the Owner Participant has not determined in good faith that claiming such benefit would have a material adverse impact on the Owner Participant or an Affiliate thereof, by reason of the payment of any Tax paid or indemnified against by the Lessee, provided that an Event of Default has not occurred and is not continuing, such Tax Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax benefit was not previously taken into account in computing such paymentpayment or indemnity, but not before the Lessee shall have made all payments then due to such Tax Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Tax Indemnitee that would not have been realized but for any payment made by such Tax Indemnitee pursuant to this sentence and not already paid to the Lessee, and or (y) the amount of the payment made under Section 6.01 hereof and this Section 8.02 and Section 8.01 hereof 6.02 by the Lessee to such Tax Indemnitee plus the amount of any other payments by the Lessee to such Tax Indemnitee theretofore required to be made under this Section 8.02 6.02 and Section 8.01 Sections 6.01 and 6.05 hereof (and the excess, if any, of the Tax benefit over the applicable amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any --- ----- subsequent obligations of the Lessee to make payments to such Tax Indemnitee pursuant to Section 8.01 6.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such . If an amount payable by any Tax Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Section 6.02 is not paid when due because of the occurrence and continuation of any Event of Default Default, such amount shall have occurred and be continuing under payable by any Tax Indemnitee to the LeaseLessee upon the Lessee's curing all Events of Default. The Lessee shall reimburse on an After-Tax Basis such Tax Indemnitee (subject to Section 6.01(b), but only insofar as subsections (iv), (vi), (vii), (x), (xi), (xii), (xiii), (xiv) and (xv) thereof would apply) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced reduced. In determining the order in which any Tax Indemnitee utilizes withholding or other foreign taxes as a taxable year subsequent to the year of credit against such payment (including the expiration of any tax credit carryovers or carrybacks of Tax Indemnitee's United States income taxes, such Indemnitee that would not otherwise have expired).Tax

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred, provided that the calculation of any additional amounts owing to any Indemnitee as a result of the Lessee's obligation to indemnify on an After-Tax Basis shall be made without regard to the exclusions set forth in Section 8.01(b). If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement Agreement, the Original Agreements and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this Section Sections 8.01 and 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section Sections 8.01 and 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to Section 8.01 hereof8.01); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee (and without regard to Section 8.01(b), except for clause (v) thereof) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired).

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred, provided that the calculation of any additional amounts owing to any Indemnitee as a result of the Lessee's obligation to indemnify on an After-Tax Basis shall be made without regard to the exclusions set forth in Section 8.01(b). If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this Section Sections 8.01 and 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section Sections 8.01 and 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to Section 8.01 hereof8.01); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee (and without regard to Section 8.01(b), except for clause (v) thereof) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired).

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof without regard to Section 8.01(b) hereof.

After-Tax Basis. (a) The amount which specific rules set forth in paragraphs (b), (c), (d) and (e) below illustrate (without limiting) the Lessee shall be required to pay with respect to application of Section 10.05 of the Purchase Agreement and Section 19 of this Agreement. (b) If (i) any deduction or loss claimed on any Tax indemnified against under Section 8.01 shall be an amount sufficient to restore Return filed by the Indemnitee, on an AfterCompany for a pre-Closing Tax Basis, to period (including the same position such party would have been in had such Tax not been incurred. If any Indemnitee actually realizes a permanent tax benefit by reason of the payment pre-Closing portion of any Straddle Period) is disallowed, (ii) any Acquiror Indemnified Party incurs a Loss indemnified by Seller as the result of such disallowance, and (iii) there is a corresponding deduction or loss allowable on a Tax paid or indemnified against Return filed by the LesseeCompany for a Tax period (including the post-Closing portion of any Straddle Period) ending after the Closing Date, such Indemnitee shall promptly then Acquiror will pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, Seller an amount equal to the lesser of (x) the sum 35% of such permanent tax benefit plus deduction or loss (or any portion of such deduction or loss) following the Tax period in which such deduction or loss (or such portion thereof) is allowable to reduce the Tax liability of Acquiror, the Company or any of their Affiliates taking into account all of the respective Tax attributes of Acquiror, the Company, and their Affiliates and assuming that the deduction or loss is used only after all such Tax attributes. If any such corresponding deduction or loss (or such portion thereof) is allowable on an original Tax Return filed after the date hereof, then any payment of the amount due to Seller under this paragraph (b) will be due within 15 days after such Tax Return is filed, but shall be repaid to Acquiror (with interest at the interest rate applicable to underpayments of Tax) if there is subsequently a Final Determination that such deduction or loss (or such portion thereof) was not valid. If such corresponding deduction or loss (or such portion thereof) is allowable on any other permanent tax benefit actually realized Tax Return (including any amended Tax Return), then the payment due to Seller under this paragraph (b) will be due within 15 days after there are Final Determinations that such corresponding deduction or loss (or such portion thereof), and any refunds due to such deduction or loss (or such portion thereof) or any carryback of such corresponding deduction or loss (or such portion thereof), are allowable. (c) If (i) any Seller Indemnified Party incurs a Loss indemnified under this Agreement by such Indemnitee that would not have been realized but Acquiror, (ii) there is a corresponding deduction or loss allowable on a Tax Return filed by the Company for a Tax period (including the pre-Closing portion of any payment made by such Indemnitee pursuant to this sentence and not already paid to Straddle Period) ending on or before the LesseeClosing Date, and (yiii) such deduction or loss (or any portion of such deduction or loss) is allowable to reduce the amount Tax liability of Seller, the Company or any of their respective Affiliates in such Tax period, or due to any carryback arising as a consequence of such deduction or loss or such portion thereof in any prior Tax period (including any prior Tax period for which the Company was included in a GE consolidated Tax Return), taking into account in each case all of the respective Tax attributes of Seller, the Company and their Affiliates and assuming that the deduction or loss (or such portion thereof) is used only after all such Tax attributes, then Seller will pay Acquiror 35% of such deduction or loss (or such portion thereof). If any such corresponding deduction or loss (or such portion thereof) is allowable on an original Tax Return filed after the date hereof, then any payment made under this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause due to Acquiror under this paragraph (xc) above over the amount described in clause (y) above will be due within 15 days after such Tax Return is filed, but shall be carried forward repaid to Seller (with interest at the interest rate applicable to underpayments of Tax) if there is subsequently a Final Determination that such deduction or loss (or such portion thereof) was not valid. If such corresponding deduction or loss (or such portion thereof) is allowable on any other Tax Return (including any amended Tax Return), then the payment due to Acquiror under this paragraph (c) will be due within 15 days after there are Final Determinations that such corresponding deduction or loss (or such portion thereof), and applied any refunds due to reduce pro tanto such deduction or loss (or such portion thereof) or any subsequent obligations carryback of such corresponding deduction or loss (or such portion thereof), are allowable. (d) If Seller has made a Tax Indemnity Payment to Acquiror and, notwithstanding the final sentence of Section 16 of this Agreement, a Final Determination has required Acquiror to treat such Tax Indemnity Payment as taxable income resulting in additional Tax payable by Acquiror, Seller shall make an additional Tax Indemnity Payment to Acquiror under the gross-up rule of Section 10.05 of the Lessee Purchase Agreement. (e) If Acquiror has made a Tax Indemnity Payment to make payments pursuant Seller (including a Tax Indemnity Payment in respect of any Loss to Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions which paragraph (c) of this sentenceSection 20 applies) and, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment of a tax benefit pursuant to the preceding final sentence (or a tax benefit otherwise taken into account of Section 16 of this Agreement, Seller treats such Tax Indemnity Payment as taxable income resulting in calculating additional Tax payable by Seller, Acquiror shall make an additional Tax Indemnity Payment to Seller under the Lessee's indemnity obligation hereunder) to gross-up rule of Section 10.05 of the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)Purchase Agreement.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred, provided that the calculation of any additional amounts owing to any Indemnitee as a result of the Lessee's obligation to indemnify on an After-Tax Basis shall be made without regard to the exclusions set forth in Section 8.01(b). If any Indemnitee actually realizes a permanent tax Tax benefit (whether by credit, deduction or otherwise), or would have realized such a benefit if properly claimed, by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax Tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under Section 8.01 hereof and this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section Sections 8.01 and 8.05 hereof (and the excess, if any, of the Tax benefit over the applicable amount described in clause (x) above over the amount described in or clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee (subject to Section 8.01(b) hereof) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced reduced. In determining the order in which any Indemnitee utilizes withholding or other foreign taxes as a credit against such Indemnitee's United States income taxes, such Indemnitee shall be deemed to utilize (i) first, all foreign taxes other than those described in clause (ii) below; provided, that such other foreign taxes which are carried back to the taxable year subsequent for which a determination is being made shall be deemed utilized after foreign taxes described in clause (ii) below, and (ii) then, on a pro rata basis, all foreign taxes with respect to which such Indemnitee is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, or other financing document (including this Participation Agreement) that is similar to the year indemnification provision in this Article 8. Notwithstanding the preceding paragraph, if foreign taxes of an Indemnitee have been indemnified hereunder and all such payment (including indemnified foreign taxes have not been used to produce a credit against such Indemnitee's United States income taxes resulting in the expiration realization of any a tax benefit paid to the Lessee in accordance with the first paragraph of this Section 8.02, a tax benefit will be deemed to be attributable to such indemnified foreign taxes to the extent that an item of income derived from the transactions contemplated in the Operative Agreements is allocable to sources outside the United States and such allocation results in an increase in the amount of foreign tax credit carryovers or carrybacks of such Indemnitee that is entitled to use in any taxable year over the amount of foreign tax credit such Indemnitee would have been entitled to use if such foreign source allocation had not otherwise have expired)occurred.

After-Tax Basis. The Notwithstanding the exclusions --------------- contained in Section 6.01(b) hereof, the amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 6.01 (an "Indemnifiable Tax") shall be an amount sufficient to restore the Tax Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred, taking into account any tax benefits recognized by such Tax Indemnitee as a result of the Indemnifiable Tax. If any Tax Indemnitee actually realizes a permanent tax benefit (whether by credit, deduction or otherwise), or would have realized such a benefit as to which it has been given notice if properly claimed, and as to which the Tax Indemnitee has not determined in good faith that claiming such benefit would have a material adverse impact on the Tax Indemnitee or an Affiliate thereof, by reason of the payment of any Tax paid or indemnified against by the Lessee, provided that an Event of Default or Specified Default has not occurred and is not continuing, such Tax Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax benefit was not previously taken into account in computing such paymentpayment or indemnity, but not before the Lessee shall have made all payments then due to such Tax Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Tax Indemnitee that would not have been realized but for any payment made by such Tax Indemnitee pursuant to this sentence and not already paid to the Lessee, and or (y) the amount of the payment made under Section 6.01 hereof and this Section 8.02 and Section 8.01 hereof 6.02 by the Lessee to such Tax Indemnitee plus the amount of any other payments by the Lessee to such Tax Indemnitee theretofore required to be made under this Section 8.02 6.02 and Section 8.01 Sections 6.01 and 6.05 hereof (and the excess, if any, of the Tax benefit over the applicable amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any --- ----- subsequent obligations of the Lessee to make payments to such Tax Indemnitee pursuant to Section 8.01 6.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such . If an amount payable by any Tax Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Section 6.02 is not paid when due because of the occurrence and continuation of any Event of Default or Specified Default, such amount shall have occurred be payable by any Tax Indemnitee to the Lessee upon the Lessee's curing all Events of Default and be continuing under the LeaseSpecified Defaults. The Lessee shall reimburse on an After-Tax Basis such Tax Indemnitee (subject to Section 6.01(b), but only insofar as subsections (iv), (vi), (vii), (x), (xi), (xii), (xiii), (xiv) and (xv) thereof would apply) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced reduced. In determining the order in which any Tax Indemnitee utilizes withholding or other foreign taxes as a taxable year subsequent credit against such Tax Indemnitee's United States income taxes, such Tax Indemnitee shall be deemed to utilize (i) first, all foreign taxes other than those described in clause (ii) below; and (ii) then, on a pro rata basis, all foreign taxes with respect to which such Tax Indemnitee is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, or other financing document (including this Participation Agreement) that is similar to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)indemnification provision in this Article 6.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 hereof shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Original Agreements, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an any Payment Default, Bankruptcy Default or Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of allowance and utilization by such payment Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof (without regard to Section 8.01(b)(i), (iii) or (viii) hereof).

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 hereof shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred. If any Indemnitee actually realizes a permanent tax benefit by reason of the payment of any Tax paid or indemnified against by the Lessee, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such payment, but not before the Lessee shall have made all payments then due to such Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Indemnitee that would not have been realized but for any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the payment made under this Section 8.02 and Section 8.01 hereof by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required to be made under this Section 8.02 and Section 8.01 hereof (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to Section 8.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Event of Default shall have occurred and be continuing under the Lease. The Lessee shall reimburse on an After-Tax Basis such Indemnitee for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired).

After-Tax Basis. The amount which the Lessee shall be --------------- required to pay with respect to any Tax indemnified against under Section 8.01 6.01 (an "Indemnifiable Tax") shall be an amount sufficient to restore the Tax Indemnitee, on an After-After Tax Basis, to the same position such party would have been in had such Tax not been incurred, taking into account any tax benefits recognized by such Tax Indemnitee as a result of the Indemnifiable Tax. If any Tax Indemnitee actually realizes a permanent tax benefit (whether by credit, deduction or otherwise), or would have realized such a benefit as to which it has been given notice if properly claimed (but only if the Lessee has (I) notified such Tax Indemnitee of such benefit, (II) provided to such Tax Indemnitee an opinion of counsel selected by Lessee and reasonably acceptable to such Tax Indemnitee that there is reasonable basis for making such claim, and (III) the Tax Indemnitee does not determine in good faith that it will suffer an unindemnified adverse consequence of making such claim), and with respect to Owner Participant, the Owner Participant has not determined in good faith that claiming such benefit would have a material adverse impact on the Owner Participant or an Affiliate thereof, by reason of the payment of any Tax paid or indemnified against by the Lessee, provided that an Event of Default has not occurred and is not continuing, such Tax Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax benefit was not previously taken into account in computing such paymentpayment or indemnity, but not before the Lessee shall have made all payments then due to such Tax Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Tax Indemnitee that would not have been realized but for any payment made by such Tax Indemnitee pursuant to this sentence and not already paid to the Lessee, and or (y) the amount of the payment made under Section 6.01 hereof and this Section 8.02 and Section 8.01 hereof 6.02 by the Lessee to such Tax Indemnitee plus the amount of any other payments by the Lessee to such Tax Indemnitee theretofore required to be made under this Section 8.02 6.02 and Section 8.01 Sections 6.01 and 6.05 hereof (and the excess, if any, of the tax benefit over the applicable amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any --- ----- subsequent obligations of the Lessee to make payments to such Tax Indemnitee pursuant to Section 8.01 6.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such . If an amount payable by any Tax Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Section 6.02 is not paid when due because of the occurrence and continuation of any Event of Default Default, such amount shall have occurred and be continuing under payable by any Tax Indemnitee to the LeaseLessee upon the Lessee's curing all Events of Default. The Lessee shall reimburse on an After-After Tax Basis such Tax Indemnitee (subject to Section 6.01(b), but only insofar as subsections (iv), (vi), (x), (xi) and (xiii) thereof would apply) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced reduced. In determining the order in which any Tax Indemnitee utilizes withholding or other foreign taxes as a taxable year subsequent credit against such Tax Indemnitee's United States income taxes, such Tax Indemnitee shall be deemed to utilize (i) first, all foreign taxes other than those described in clause (ii) below; and (ii) then, on a pro rata basis, all foreign taxes with respect to which such Tax Indemnitee is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, or other financing document (including this Participation Agreement) that is similar to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)indemnification provision in this Article 6.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 hereof shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Original Agreements, the Tax Indemnity Agreement Agreements and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of allowance and utilization by such payment Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof without regard to Section 8.01(b) hereof.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax Expense indemnified against under Section 8.01 9.01 shall be an amount sufficient to restore the Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax Expense not been incurred. If any Indemnitee actually realizes a permanent tax Tax benefit by reason of the payment of any Tax such Expense paid or indemnified against by the LesseeLessee which was not considered in the computation thereof, such Indemnitee shall promptly pay to the Lessee to the extent such tax benefit was not previously taken into account in computing such paymentLessee, but not before the Lessee shall have made all payments then theretofore due to such Indemnitee under this Agreement, the Tax Indemnity Agreement Agreement, the Original Agreements and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax Tax benefit plus any other permanent tax Tax benefit actually realized by such Indemnitee that would not have been realized but for as the result of any payment made by such Indemnitee pursuant to this sentence and not already paid to the Lessee, and (y) the amount of the such payment made under pursuant to this Section 8.02 and Section 8.01 hereof 9.02 by the Lessee to such Indemnitee plus the amount of any other payments by the Lessee to such Indemnitee theretofore required made pursuant to be made under this Section 8.02 and 9.02 less the amount of any payments by such Indemnitee to the Lessee theretofore made pursuant to this Section 8.01 hereof 9.02 (and the excess, if any, of the amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Indemnitee pursuant to this Section 8.01 hereof9.02), it being intended that no Indemnitee should realize a net Tax benefit pursuant to this Section 9.02 unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 9.02; provided, however, that notwithstanding the foregoing portions of this sentence, such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as so long as an Event of Default shall have occurred and be continuing under continuing. Any Taxes that are imposed on any Indemnitee as a result of the Lease. The Lessee shall reimburse on an After-disallowance or reduction of such Tax Basis such Indemnitee for any payment of a tax benefit pursuant referred to in the next preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is disallowed or reduced in a taxable year subsequent to the year of allowance and utilization by such payment Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)) shall be indemnifiable pursuant to the provisions of Section 8.01 hereof without regard to Section 8.01(b) hereof.

After-Tax Basis. The amount which the Lessee shall be required to pay with respect to any Tax indemnified against under Section 8.01 6.01 (an "Indemnifiable Tax") shall be an amount sufficient to restore the Tax Indemnitee, on an After-Tax Basis, to the same position such party would have been in had such Tax not been incurred, taking into account any tax benefits recognized by such Tax Indemnitee as a result of the Indemnifiable Tax. If any Tax Indemnitee actually realizes a permanent tax benefit (whether by credit, deduction or otherwise), or would have realized such a benefit as to which it has been given notice if properly claimed, and with respect to Owner Participant, the Owner Participant has not determined in good faith that claiming such benefit would have a material adverse impact on the Owner Participant or an Affiliate thereof, by reason of the payment of any Tax paid or indemnified against by the Lessee, provided that an Event of Default has not occurred and is not continuing, such Tax Indemnitee shall promptly pay to the Lessee Lessee, to the extent such tax benefit was not previously taken into account in computing such paymentpayment or indemnity, but not before the Lessee shall have made all payments then due to such Tax Indemnitee under this Agreement, the Tax Indemnity Agreement and any other Operative Agreement, an amount equal to the lesser of (x) the sum of such permanent tax benefit plus any other permanent tax benefit actually realized by such Tax Indemnitee that would not have been realized but for any payment made by such Tax Indemnitee pursuant to this sentence and not already paid to the Lessee, and or (y) the amount of the payment made under Section 6.01 hereof and this Section 8.02 and Section 8.01 hereof 6.02 by the Lessee to such Tax Indemnitee plus the amount of any other payments by the Lessee to such Tax Indemnitee theretofore required to be made under this Section 8.02 6.02 and Section 8.01 Sections 6.01 and 6.05 hereof (and the excess, if any, of the Tax benefit over the applicable amount described in clause (x) above over the amount described in clause (y) above shall be carried forward and applied to reduce pro tanto any subsequent obligations of the Lessee to make payments to such Tax Indemnitee pursuant to Section 8.01 6.01 hereof); provided, however, that notwithstanding the foregoing portions of this sentence, such . If an amount payable by any Tax Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence as long as an Section 6.02 is not paid when due because of the occurrence and continuation of any Event of Default Default, such amount shall have occurred and be continuing under payable by any Tax Indemnitee to the LeaseLessee upon the Lessee's curing all Events of Default. The Lessee shall reimburse on an After-Tax Basis such Tax Indemnitee (subject to Section 6.01(b), but only insofar as subsections (iv), (vi), (vii), (x), (xi), (xii), (xiii), (xiv) and (xv) thereof would apply) for any payment of a tax benefit pursuant to the preceding sentence (or a tax benefit otherwise taken into account in calculating the Lessee's indemnity obligation hereunder) to the extent that such tax benefit is subsequently disallowed or reduced reduced. In determining the order in which any Tax Indemnitee utilizes withholding or other foreign taxes as a taxable year subsequent credit against such Tax Indemnitee's United States income taxes, such Tax Indemnitee shall be deemed to utilize (i) first, all foreign taxes other than those described in clause (ii) below; and (ii) then, on a pro rata basis, all foreign taxes with respect to which such Tax Indemnitee is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, or other financing document (including this Participation Agreement) that is similar to the year of such payment (including the expiration of any tax credit carryovers or carrybacks of such Indemnitee that would not otherwise have expired)indemnification provision in this Article 6.