Common use of Calculation of General Tax Indemnity Payments Clause in Contracts

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, with respect to any payment or indemnity to a Tax Indemnified Party under Section 16 hereof, the Lessee's indemnity obligations shall include the payment of an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from all Taxes required to be paid by such Tax Indemnified Party with respect to such payment or indemnity (including any payments made pursuant to this subsection 16(c) under the laws of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent previously taken into account in computing the indemnity paid with respect to such Taxes), such Tax Indemnified Party shall, so long as no Lessee Event of Default shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefit.

Calculation of General Tax Indemnity Payments. (iNotwithstanding any provision contained in Section 29(b)(ii) Lessee agrees thathereof, any payment which Sublessee shall be required to make to, or for the account of, any Tax Indemnitee, with respect to any Tax (or any payment made in connection with the payment or contest of any Tax) which is subject to indemnification under this Section 29(b) shall be paid on an After-Tax Basis. Any calculation of an indemnity payment for an inclusion item, and of any gross-up of an indemnity or reverse indemnity payment, will be on the basis of then-actual Federal, state, and local tax rates applicable to such Tax Indemnitee, and based upon the assumption that the Tax Indemnitee is fully taxable at such tax rates. If a Tax Indemnified Party Indemnitee (other than Sublessor or any of its Affiliates) shall pay any amount to Sublessor pursuant to Section 7(b)(iii) of the Participation Agreement for which Sublessee has previously paid an indemnity under this Section 16 hereof29, Sublessor shall pay such amount to Sublessee within 15 Business Days after Sublessor has received such amount, after deduction of Sublessor’s reasonable costs and expenses (including any net tax cost) in connection therewith but not in excess of Sublessee’s prior payments with respect to such indemnified Tax. Any Taxes that are imposed on any Tax Indemnitee as a result of the Lessee's disallowance or reduction of any tax benefit (including foreign tax credits) referred to in this subsection as to which Sublessor has made a payment to Sublessee required hereby (or as to which such Sublessor would have made payment but for Section 29(b)(viii) or which benefit was otherwise taken into account in computing Sublessee’s indemnity obligations shall include obligation pursuant to this Section 29(b)) in a taxable year subsequent to the payment of an utilization by the Tax Indemnitee, or any amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from all Taxes required to be paid by such Sublessor to a Tax Indemnified Party with respect to such payment or indemnity (including any payments made Indemnitee pursuant to this subsection 16(cthe penultimate paragraph of Section 7(b)(iii) under of the laws of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent previously taken into account in computing the indemnity paid with respect to such Taxes), such Tax Indemnified Party shall, so long as no Lessee Event of Default shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Participation Agreement, pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject for which Sublessee is obligated to indemnification in accordance with subsection 16(a) (indemnify the relevant Tax Indemnitee or reimburse Sublessor pursuant to the provisions of this Section 29(b), without regard to any the exclusions set forth in subsection 16(bSection 29(b)(ii) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefithereof.

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnified Party with Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such payment or indemnity (including indemnified Tax that actually reduces any payments made Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this subsection 16(cSection 7(b) under or the laws Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Taxing Authority. (ii) If Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any Tax Indemnified Party shall realize of its Affiliates subsequently realizes a current tax benefit as (whether by deduction, allocation, apportionment or credit (including a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent foreign tax credit)) not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee Owner an amount whichequal to the sum of (I) the actual reduction in Taxes, after subtraction if any, realized by such Tax Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any further tax savings payment made by such Tax Indemnified Party realizes Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss disallowance or reduction of any tax benefit paid referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Lessee hereunder Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax subject for which the Owner is obligated to indemnification in accordance with subsection 16(a) (indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to any the exclusions set forth in subsection 16(bSection 7(b)(ii) hereof (other than clauses (12) or the provisions of subsection 16(g(13) thereto); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Taxing Authorities to seek and claim any such tax benefitsavings which would result in payments to the Owner under this Section 7(b).

Calculation of General Tax Indemnity Payments. (i) Any payment which Lessee agrees that, shall be required to make to or for the account of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnified Party with Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such payment or indemnity (including indemnified Tax that actually reduces any payments made Taxes for which Lessee is not required to indemnify such Tax Indemnitee pursuant to this subsection 16(cSection 7(b) under or the laws Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize payment made to or for the account of a current tax benefit as a result of any Taxes paid or indemnified against Tax Indemnitee by the Lessee under pursuant to this Section 16 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax deduction or credit (except to the extent including a foreign tax credit) not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee an amount whichequal to the sum of (I) the actual reduction in Taxes, after subtraction if any, realized by such Tax Indemnitee which is attributable to such deduction or credit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any further tax savings payment made by such Tax Indemnified Party realizes Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by Lessee, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by Lessee is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss disallowance or reduction of any tax benefit paid referred to in this subsection as to which such Tax Indemnitee has made in full the payment to Lessee required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing Lessee's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the Lessee hereunder utilization by such Tax Indemnitee shall be treated as a Tax subject for which Lessee is obligated to indemnification in accordance with subsection 16(a) (indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to any the exclusions set forth in subsection 16(bSection 7(b)(ii) hereof (other than clauses (12) or the provisions of subsection 16(g(13) thereto); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Taxing Authorities to seek and claim any such tax benefitsavings which would result in payments to Lessee under this Section 7(b).

Calculation of General Tax Indemnity Payments. (ia) Lessee agrees that, with respect to any Any payment or indemnity to or for the benefit of any Tax Indemnitee with respect to a Tax Indemnified Party which is subject to indemnification under Section 16 hereof9.2(a) shall (A) (other than payment of Taxes to applicable Governmental Authorities) reflect the actual current net savings available to such Tax Indemnitee or any Affiliate thereof resulting from the current deduction of such indemnified Tax or the event or circumstance giving rise thereto (such current net savings to be determined on an incremental basis after taking into account all other available deductions of the Tax Indemnitee) and (B) include, after taking into account the savings described in clause (A), the Lessee's indemnity obligations shall include the payment of an amount necessary to hold such Tax Indemnified Party Indemnitee harmless on an afterAfter-tax basis from all Taxes required Tax Basis; provided that, at the request of the Lessee, a Tax Indemnitee will certify to be paid by the Lessee the extent, if any, to which such Tax Indemnified Party with respect Indemnitee was able to use currently such deduction on its Tax return. If, by reason of any payment made to or for the account of a Tax Indemnitee by Lessee pursuant to Section 9.2, or the event or circumstance giving rise to such payment payment, such Tax Indemnitee or indemnity (including any payments made pursuant to this subsection 16(c) under the laws of any Taxing Authority. (ii) If any an Affiliate determines in its sole reasonable discretion it has actually realized a net Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid benefit, savings, deduction or indemnified against by the Lessee under this Section 16 (except to the extent previously credit not taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount sum of (x) the actual net reduction in Taxes, if any, realized by such current tax benefit, but only after the Lessee shall have made all payments then due and owing Tax Indemnitee or any Affiliate thereof attributable to such net Tax Indemnified Party benefits, savings, deduction or credits and (y) the actual net reduction in any Taxes realized by such Tax Indemnitee or an Affiliate as the result of any payment made by such Tax Indemnitee pursuant to this Lease and the Long-Term Agreementssentence; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder provided that, no Tax Indemnitee shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to clause (x) of this subsection 16(cSection 9.4(a) to the extent that the amount of such payment would exceed (x1) the amount of all prior payments of Tax or payments under Section 9.2(c) paid by the Lessee to or on behalf of such Tax Indemnified Party Indemnitee pursuant to this subsection 16(c), Section 9.4 less (y2) the amount of all prior payments pursuant to this Section 9.4(a) and described in clause (x) by such Tax Indemnified Party Indemnitee to the Lessee; but any such excess shall reduce pro tanto any amount of Taxes under Section 9.2 that the Lessee hereunder. Each is subsequently obligated to pay directly to such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Indemnitee (as opposed to seek and claim directly to any Taxing authority pursuant to the first sentence of Section 9.2(c)) pursuant to this Section 9.4; provided, further, that as long as an Event of Default is continuing any such tax benefitrepayment may be applied against any amounts due and owing by the Lessee under the Lease or other Operative Documents.

Calculation of General Tax Indemnity Payments. (ia) Lessee agrees that, with respect to any Any payment or indemnity to or for the benefit of any Tax Indemnitee with respect to a Tax Indemnified Party which is subject to indemnification under Section 16 hereof9.2(a) shall (A) (other than payment of Taxes to applicable Governmental Authorities) reflect the actual current net savings available to such Tax Indemnitee or any Affiliate thereof resulting from the current deduction of such indemnified Tax or the event or circumstance giving rise thereto (such current net savings to be determined on an incremental basis after taking into account all other available deductions of the Tax Indemnitee) and (B) include, after taking into account the savings described in clause (A), the Lessee's indemnity obligations shall include the payment of an amount necessary to hold such Tax Indemnified Party Indemnitee harmless on an afterAfter-tax basis from all Taxes required Tax Basis; provided that, at the request of the Lessee, a Tax Indemnitee will certify to be paid by the Lessee the extent, if any, to which such Tax Indemnified Party with respect Indemnitee was able to use currently such deduction on its Tax return. If, by reason of any payment made to or for the account of a Tax Indemnitee by Lessee pursuant to Section 9.2, or the event or circumstance giving rise to such payment payment, such Tax Indemnitee or indemnity (including any payments made pursuant to this subsection 16(c) under the laws of any Taxing Authority. (ii) If any an Affiliate actually realizes a net Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid benefit, savings, deduction or indemnified against by the Lessee under this Section 16 (except to the extent previously credit not taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount sum of (x) the actual net reduction in Taxes, if any, realized by such current tax benefit, but only after the Lessee shall have made all payments then due and owing Tax Indemnitee or any Affiliate thereof attributable to such net Tax Indemnified Party benefits, savings, deduction or credits and (y) the actual net reduction in any Taxes realized by such Tax Indemnitee or an Affiliate as the result of any payment made by such Tax Indemnitee pursuant to this Lease and the Long-Term Agreementssentence; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder provided that, no Tax Indemnitee shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to clause (x) of this subsection 16(cSection 9.4(a) to the extent that the amount of such payment would exceed (x1) the amount of all prior payments of Tax or payments under Section 9.2(c) paid by the Lessee to or on behalf of such Tax Indemnified Party Indemnitee pursuant to this subsection 16(c), Section 9.4 less (y2) the amount of all prior payments pursuant to this Section 9.4(a) and described in clause (x) by such Tax Indemnified Party Indemnitee to the Lessee; but any such excess shall reduce pro tanto any amount of Taxes under Section 9.2 that the Lessee hereunder. Each is subsequently obligated to pay directly to such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Indemnitee (as opposed to seek and claim directly to any Taxing authority pursuant to the first sentence of Section 9.2(c)) pursuant to this Section 9.4; provided, further, that as long as an Event of Default is continuing any such tax benefitrepayment may be applied against any amounts due and owing by the Lessee under the Lease or other Operative Documents.

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, with respect to If any payment or indemnity to Indemnitee realizes a Tax Indemnified Party under Section 16 hereof, the Lessee's indemnity obligations shall include net permanent tax benefit by reason of the payment of any indemnity under Section 13(b), such Indemnitee shall pay the Lessee, but not before the Lessee shall have made all payments theretofore due to such Indemnitee -71- 6091.100.2898.27:1 pursuant to this section 13(b), an amount necessary equal to hold the lesser of (x) the sum of such Tax Indemnified Party harmless on an after-tax basis from all Taxes required to be paid benefit plus any other net tax benefit realized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this sentence (determined in a manner consistent with the definition of After Tax Indemnified Party Basis set forth in Appendix A and with respect the last sentence of Section 13 (b) (6) hereof) or (y) the amount of such payment by the Lessee to such Indemnitee and any other payment or indemnity (including any payments by the Lessee to such Indemnitee thereto-fore made pursuant to this subsection 16(cSection 13(b) under less the laws aggregate amount of all prior payments by such Indemnitee to the Lessee pursuant to this clause (y) with respect to amounts paid pursuant to Section 13 (b) (1), it being intended that no Indemnitee should realize a net tax benefit pursuant to this section 13(b) unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 13(b); provided, however, that in computing any permanent tax benefit, such Indemnitee shall be deemed first to have utilized all deductions and credits available to it otherwise than by reason of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid or indemnified against payment by the Lessee under pursuant to this Section 16 13(b); provided further, however, that notwithstanding the provisions of this clause (except to the extent previously taken into account in computing the indemnity paid with respect to such Taxes3), such Tax Indemnified Party shall, so long as no Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this clause (3) if at the time such payment shall be due an Event of Default shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefitcontinuing.

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnified Party with Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such payment or indemnity (including indemnified Tax that actually reduces any payments made Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this subsection 16(cSection 7(b) under or the laws Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize payment made to or for the account of a current tax benefit as a result of any Taxes paid or indemnified against Tax Indemnitee by the Lessee under Owner pursuant to this Section 16 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax deduction or credit (except to the extent including a foreign tax credit) not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee Owner an amount whichequal to the sum of (I) the actual reduction in Taxes, after subtraction if any, realized by such Tax Indemnitee which is attributable to such deduction or credit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any further tax savings payment made by such Tax Indemnified Party realizes Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: EXHIBIT K-3 First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss disallowance or reduction of any tax benefit paid referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Lessee hereunder Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax subject for which the Owner is obligated to indemnification in accordance with subsection 16(a) (indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to any the exclusions set forth in subsection 16(bSection 7(b)(ii) hereof (other than clauses (12) or the provisions of subsection 16(g(13) thereto); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Taxing Authorities to seek and claim any such tax benefitsavings which would result in payments to the Owner under this Section 7(b).

Calculation of General Tax Indemnity Payments. (ia) Any payment which Lessee agrees that, shall be required to make to or for the account of any Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 9.3 shall include the payment of an amount necessary to hold such Tax Indemnified Party harmless be made on an afterAfter-tax basis from all Taxes required Basis (without regard to be paid the exclusions therein). (b) [*] if by such Tax Indemnified Party reason of any payment with respect to Taxes made by or on behalf of Lessee to or for the account of such payment or indemnity (including any payments made Indemnitee pursuant to this subsection 16(c) under the laws of any Taxing Authority. (ii) If any Section 9.3 or Section 9.4, such Indemnitee subsequently realizes Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent savings not previously taken into account in computing such payment, such Indemnitee shall promptly pay to Lessee an amount equal to the indemnity paid with respect sum of the actual net reduction in Taxes, if any, realized by such Indemnitee which is attributable to such Taxes)Tax savings and the actual reduction in any Taxes realized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this sentence, provided that such Tax Indemnified Party shall, so long as no Lessee Indemnitee shall not be obligated to pay any such amount if a Lease Event of Default shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the such amount of such payment would exceed (x) the aggregate amount of all prior payments by Lessee to such Tax Indemnified Party pursuant Indemnitee under this Section 9.3 and Section 9.4 (including the payment of any amount necessary for such payments to this subsection 16(c), be on an After-tax Basis) less (y) the aggregate amount of all prior payments by such Tax Indemnified Party Indemnitee to Lessee hereunder. Each pursuant to this Section 9.3, and provided, further, that, subject to Section 9.3.3 hereof, that any amount not paid to Lessee pursuant to the foregoing limitation -------- * Confidential 51 shall be carried forward to reduce pro tanto any future payments that Lessee may be required to make to such Indemnitee pursuant to this Section 9.3. (c) Any Taxes that are imposed on an Indemnitee as a result of the disallowance or reduction of any Tax savings paid to Lessee pursuant to this Section 9.3.3 shall be treated as a Tax for which Lessee is obligated to indemnify such Indemnitee subject to the provisions of Section 9.3.2 (other than paragraph (a) thereof), provided that such Indemnitee shall use reasonable good faith efforts to reclaim and retain the allowance of such Tax Indemnified Party savings. (d) With respect to any Indemnitee [*], in determining the order in which such Indemnitee utilizes any foreign Taxes as a credit against such Indemnitee's home country Income Taxes, such Indemnitee shall be deemed to utilize (i) first, all foreign Taxes other than those described in good faith use reasonable efforts clause (ii) below; (ii) then, all foreign Taxes with respect to which such Indemnitee is entitled to obtain indemnification pursuant to an indemnification provision contained in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefitlease, loan agreement, financing document, participation agreement, or indemnification agreement (including this Agreement).

Calculation of General Tax Indemnity Payments. (i) Any payment which Lessee agrees that, shall be required to make to or for the account of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnified Party with Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such payment or indemnity (including indemnified Tax that actually reduces any payments made Taxes for which Lessee is not required to indemnify such Tax Indemnitee pursuant to this subsection 16(cSection 7(b) under or the laws Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Taxing Authority. (ii) If Tax payment made to or for the account of a Tax Indemnitee by Lessee pursuant to this Section 7(b), such Tax Indemnitee or any Tax Indemnified Party shall realize of its Affiliates subsequently realizes a current tax benefit as (whether by deduction, allocation, apportionment or credit (including a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent foreign tax credit)) not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee an amount whichequal to the sum of (I) the actual reduction in Taxes, after subtraction of any further tax savings if any, realized by such Tax Indemnified Party realizes Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of the any payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to by such Tax Indemnified Party Indemnitee pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any tax benefit paid to the Lessee hereunder Tax Indemnitee shall be treated deemed to be utilized by such Tax Indemnitee as a Tax subject to indemnification credits or deductions for any taxable year in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefit.following priorities:

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnified Party with Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such payment or indemnity (including indemnified Tax that actually reduces any payments made Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this subsection 16(cSection 7(b) under or the laws Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Taxing Authority. (ii) If Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any Tax Indemnified Party shall realize of its Affiliates subsequently realizes a current tax benefit as (whether by deduction, allocation, apportionment or credit (including a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent foreign tax credit)) not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee Owner an amount whichequal to the sum of (I) the actual reduction in Taxes, after subtraction if any, realized by EXHIBIT K-4 such Tax Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any further tax savings payment made by such Tax Indemnified Party realizes Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a PARI PASSU basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss disallowance or reduction of any tax benefit paid referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Lessee hereunder Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax subject for which the Owner is obligated to indemnification in accordance with subsection 16(a) (indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to any the exclusions set forth in subsection 16(bSection 7(b)(ii) hereof (other than clauses (12) or the provisions of subsection 16(g(13) thereto); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Taxing Authorities to seek and claim any such tax benefitsavings which would result in payments to the Owner under this Section 7(b).

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, with respect to If any payment or indemnity to Indemnitee realizes a Tax Indemnified Party under Section 16 hereof, the Lessee's indemnity obligations shall include net permanent tax benefit by reason of the payment of any indemnity under Section 13(b)(l), such Indemnitee shall pay the Lessee, but not before the Lessee shall have made all payments theretofore due to such Indemnitee pursuant to this Section 13(b), an amount necessary equal to hold the lesser of (x) the sum of such Tax Indemnified Party harmless on an after-tax basis from all Taxes required to be paid benefit plus any other net tax benefit realized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this sentence (determined in a manner consistent with the definition of After Tax Indemnified Party Basis set forth in Appendix A and with respect the last sentence of Section 13(b)(6) hereof), and (y) the amount of such payment by the Lessee to such Indemnitee and any other payment or indemnity (including any payments by the Lessee to such Indemnitee theretofore made pursuant to this subsection 16(cSection 13(b) under less the laws aggregate amount of all prior payments by such Indemnitee to the Lessee pursuant to this clause (y) with respect to amounts paid pursuant to Section 13(b)(l), it being intended that no Indemnitee should realize a net tax benefit pursuant to this Section 13(b) unless the Lessee shall first have been made whole for any payments by it to such Indemnitee pursuant to this Section 13(b); provided, however, that in computing any permanent tax benefit, such Indemnitee shall be deemed first to have utilized all deductions and credits available to it otherwise than by reason of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid or indemnified against payment by the Lessee under pursuant to this Section 16 13(b); provided further, however, that notwithstanding the provisions of this clause (except to the extent previously taken into account in computing the indemnity paid with respect to such Taxes3), such Tax Indemnified Party shall, so long as no Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this clause (3) if at the time such payment shall be due an Event of Default shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefitcontinuing.

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnified Party with Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such payment or indemnity (including indemnified Tax that actually reduces any payments made Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this subsection 16(cSection 7(b) under or the laws Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Taxing Authority. (ii) If Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any Tax Indemnified Party shall realize of its Affiliates subsequently realizes a current tax benefit as (whether by deduction, allocation, apportionment or credit (including a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent foreign tax credit)) not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee Owner an amount whichequal to the sum of (I) the actual reduction in Taxes, after subtraction if any, realized by such Tax Indemnitee EXHIBIT K-3 which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any further tax savings payment made by such Tax Indemnified Party realizes Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss disallowance or reduction of any tax benefit paid referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Lessee hereunder Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax subject for which the Owner is obligated to indemnification in accordance with subsection 16(a) (indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to any the exclusions set forth in subsection 16(bSection 7(b)(ii) hereof (other than clauses (12) or the provisions of subsection 16(g(13) thereto); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Taxing Authorities to seek and claim any such tax benefitsavings which would result in payments to the Owner under this Section 7(b).

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, with respect to any payment or indemnity to a Tax Indemnified Party under Section 16 hereof, the Lessee's indemnity obligations shall include the payment of an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from all Taxes required to be paid by such Tax Indemnified Party with respect to such payment or indemnity (including any payments made pursuant to this subsection 16(c) under the laws of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent previously taken into account in computing the indemnity paid with respect to such Taxes), such Tax Indemnified Party shall, so long as no Lessee Event of Default shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED provided that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHERprovided further, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefit.

Calculation of General Tax Indemnity Payments. (i) Any payment which Lessee agrees that, shall be required to make to or for the account of any Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnified Party with Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any taxes for which Lessee is not actually required to indemnify such Indemnitee pursuant to Section 7(b) hereof or the Tax Indemnity Agreement shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or indemnity for the account of an Indemnitee by Lessee pursuant to this Section 7(b), such Indemnitee subsequently realizes a tax deduction, savings or credit (including any payments made pursuant to this subsection 16(cforeign tax credit and any reduction in Taxes) under the laws of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee an amount whichequal to the sum of (I) the actual reduction in Taxes, after subtraction of any further tax if any, realized by such Indemnitee which is attributable to such deduction, savings or credit and (II) the actual reduction in Taxes realized by such Tax Indemnified Party realizes Indemnitee as a result of the any payment thereof, is equal to the amount of made by such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party Indemnitee pursuant to this Lease and the Long-Term Agreementssentence; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHERprovided, however, that such Tax Indemnified Party Indemnitee shall not be obligated to make any payment pursuant to this subsection 16(cSection 7(b)(iii) to the extent that the amount of such payment calculated pursuant to (I) above would exceed (x) the amount of all prior payments (determined without regard to any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such amounts received by such Indemnitee) from Lessee to such Tax Indemnified Party pursuant to this subsection 16(cSection 7(b), less (y) the amount portion of all prior payments computed pursuant to (I) above by such Tax Indemnified Party Indemnitee to Lessee hereunder. Each For purposes of this Section 7(b)(iii) items of foreign Tax of any Indemnitee shall be deemed to be utilized by such Tax Indemnified Party shall Indemnitee as credits or deductions for any taxable year in good faith use reasonable efforts accordance with the following priorities: First, all available foreign Taxes other than those described below in filing its Second; and Second, all available foreign Taxes arising out of any equipment leasing transaction to the extent that such Indemnitee was indemnified or held harmless for such Taxes by a lessee on a pari passu basis. Any Taxes that are imposed on any Indemnitee as a result of the disallowance or reduction of any tax returns and benefit referred to in dealing with taxing authorities this subsection as to seek and claim any such tax benefit.which

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnified Party with Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such payment or indemnity (including indemnified Tax that actually reduces any payments made Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this subsection 16(cSection 7(b) under or the laws Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Taxing Authority. (ii) If Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any Tax Indemnified Party shall realize of its Affiliates subsequently realizes a current tax benefit as (whether by deduction, allocation, apportionment or credit (including a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent foreign tax credit)) not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee Owner an amount whichequal to the sum of (I) the actual reduction in Taxes, after subtraction if any, realized by such Tax Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any further tax savings payment made by such Tax Indemnified Party realizes Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss disallowance or reduction of any tax benefit paid referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Lessee hereunder Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner’s indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax subject for which the Owner is obligated to indemnification in accordance with subsection 16(a) (indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to any the exclusions set forth in subsection 16(bSection 7(b)(ii) hereof (other than clauses (12) or the provisions of subsection 16(g(13) thereto); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Taxing Authorities to seek and claim any such tax benefitsavings which would result in payments to the Owner under this Section 7(b).

Calculation of General Tax Indemnity Payments. (i) Any payment which Lessee agrees that, shall be required to make to or for the account of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnified Party with Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such payment or indemnity (including indemnified Tax that actually reduces any payments made Taxes for which Lessee is not required to indemnify such Tax Indemnitee pursuant to this subsection 16(cSection 7(b) under or the laws Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Taxing Authority. (ii) If Tax payment made to or for the account of a Tax Indemnitee by Lessee pursuant to this Section 7(b), such Tax Indemnitee or any Tax Indemnified Party shall realize of its Affiliates subsequently realizes a current tax benefit as (whether by deduction, allocation, apportionment or credit (including a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent foreign tax credit)) not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee an amount whichequal to the sum of (I) the actual reduction in Taxes, after subtraction if any, realized by such Tax Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any further tax savings payment made by such Tax Indemnified Party realizes Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by Lessee, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by Lessee is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss disallowance or reduction of any tax benefit paid referred to in this subsection as to which such Tax Indemnitee has made in full the payment to Lessee required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing Lessee's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the Lessee hereunder utilization by such Tax Indemnitee shall be treated as a Tax subject for which Lessee is obligated to indemnification in accordance with subsection 16(a) (indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to any the exclusions set forth in subsection 16(bSection 7(b)(ii) hereof (other than clauses (12) or the provisions of subsection 16(g(13) thereto); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Taxing Authorities to seek and claim any such tax benefitsavings which would result in payments to Lessee under this Section 7(b).

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, Any payment or indemnity to or for the benefit of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under Section 16 hereof19.02(a) shall (A) reflect the current net savings available to such Tax Indemnitee or any Affiliate thereof (computed at the highest marginal rates of federal, state and local tax then applicable to corporations) resulting from the current deduction of such indemnified Tax, but only to the extent that such indemnified Tax is deductible for federal, state and local tax purposes, and (B) include, after taking into account the savings described in clause (A), the Lessee's indemnity obligations shall include the payment of an amount necessary to hold such Tax Indemnified Party Indemnitee harmless on an afterAfter-Tax Basis. If, by reason of any payment made to or for the account of a Tax Indemnitee by Lessee pursuant to Section 19.01 or this Section 19.02, or the event or circumstance giving rise to such payment, such Tax Indemnitee or any Affiliate thereof or any transferee, successor or assignee thereof, actually realizes a net tax basis from all Taxes required benefit, savings, deduction or credit not taken into account in computing such payment; provided no Lease Default or Lease Event of Default has occurred and is continuing (in which case any amount payable to Lessee on account of such tax benefit, savings, deduction or credit shall not be paid due unless and until such Lease Default or Lease Event of Default is cured), such Tax Indemnitee shall promptly pay to Lessee an amount equal to the sum of (I) the net reduction in Taxes, if any, realized by such Tax Indemnified Party with respect Indemnitee or any Affiliate thereof which is attributable to such net tax benefit, savings, deduction or credit and (II) the net reduction in any Taxes realized by such Tax Indemnitee or any Affiliate thereof as the result of any payment or indemnity (including any payments made by such Tax Indemnitee pursuant to this subsection 16(csentence. Notwithstanding the foregoing, no Tax Indemnitee shall be required to make any payment to the Lessee pursuant to this Section 19.02(d) under to the laws of any Taxing Authority. (ii) If any extent payments by the Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid or indemnified against by Indemnitee to the Lessee under this Section 16 (except to the extent previously taken into account in computing the indemnity paid with respect to such Taxes), such Tax Indemnified Party shall, so long as no Lessee Event of Default shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a19.02(d) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated amounts necessary to make such payments on an After-Tax Basis) would exceed, in the aggregate, at any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) time, the amount of all prior payments made by or on behalf of the Lessee to such Tax Indemnified Party pursuant Indemnitee (without regard to this subsection 16(c), amounts necessary to make such payments on an After-Tax Basis) less (y) the amount of all prior payments made by the Tax Indeninitee to the Lessee (without regard to amounts necessary to make such payments on an After-Tax Basis) pursuant to this Section 19.02(d), but any such excess shall reduce pro tanto any amount (without regard to amounts necessary to make such payments on an After-Tax Basis) that the Lessee is subsequently obligated to pay such Tax Indemnified Party Indemnitee pursuant to Lessee hereunder. Each such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefitthis Section 19.02.

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, Any payment or indemnity to or for the benefit of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under Section 16 hereof19.02(a) shall (A) reflect the current net savings available to such Tax Indemnitee or any Affiliate thereof (computed at the highest marginal rates of federal, state and local tax then applicable to corporations) resulting from the current deduction of such indemnified Tax, but only to the extent that such indemnified Tax is deductible for federal, state and local tax purposes, and (B) include, after taking into account the savings described in clause (A), the Lessee's indemnity obligations shall include the payment of an amount necessary to hold such Tax Indemnified Party Indemnitee harmless on an afterAfter-Tax Basis. If, by reason of any payment made to or for the account of a Tax Indemnitee by Lessee pursuant to Section 19.01 or this Section 19.02, or the event or circumstance giving rise to such payment, such Tax Indeninitee or any Affiliate thereof or any transferee, successor or assignee thereof, actually realizes a net tax basis from all Taxes required benefit, savings, deduction or credit not taken into account in computing such payment; provided no Lease Default or Lease Event of Default has occurred and is continuing (in which case any amount payable to Lessee on account of such tax benefit, savings, deduction or credit shall not be paid due unless and until such Lease Default or Lease Event of Default is cured), such Tax Indemnitee shall promptly pay to Lessee an amount equal to the sum of (I) the net reduction in Taxes, if any, realized by such Tax Indemnified Party with respect Indemnitee or any Affiliate thereof which is attributable to such net tax benefit, savings, deduction or credit and (II) the net reduction in any Taxes realized by such Tax Indemnitee or any Affiliate thereof as the result of any payment or indemnity (including any payments made by such Tax Indemnitee pursuant to this subsection 16(csentence. Notwithstanding the foregoing, no Tax Indemnitee shall be required to make any payment to the Lessee pursuant to this Section 19.02(d) under to the laws of any Taxing Authority. (ii) If any extent payments by the Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid or indemnified against by Indemnitee to the Lessee under this Section 16 (except to the extent previously taken into account in computing the indemnity paid with respect to such Taxes), such Tax Indemnified Party shall, so long as no Lessee Event of Default shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a19.02(d) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated amounts necessary to make such payments on an After-Tax Basis) would exceed, in the aggregate, at any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) time, the amount of all prior payments made by or on behalf of the Lessee to such Tax Indemnified Party pursuant Indemnitee (without regard to this subsection 16(c), amounts necessary to make such payments on an After-Tax Basis) less (y) the amount of all prior payments made by the Tax Indemnitee to the Lessee (without regard to amounts necessary to make such payments on an After-Tax Basis) pursuant to this Section 19.02(d), but any such excess shall reduce pro tanto any amount (without regard to amounts necessary to make such payments on an After-Tax Basis) that the Lessee is subsequently obligated to pay such Tax Indemnified Party Indemnitee pursuant to Lessee hereunder. Each such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefitthis Section 19.02.

Calculation of General Tax Indemnity Payments. (ia) Lessee agrees that, with respect to any Any payment or indemnity to or for the benefit of any Indemnitee with respect to a Tax Indemnified Party which is subject to indemnification under Section 16 hereof9.2(a) shall (A) (other than payment of Taxes to applicable Governmental Authorities) reflect the actual current net savings available to such Indemnitee or any Affiliate thereof resulting from the current deduction of such indemnified Tax or the event or circumstance giving rise thereto (such current net savings to be determined on an incremental basis after taking into account all other available deductions of the Indemnitee) and (B) include, after taking into account the savings described in clause (A), the Lessee's indemnity obligations shall include the payment of an amount necessary to hold such Tax Indemnified Party Indemnitee harmless on an afterAfter-Tax Basis; provided that, at the request of Lessee, an Indemnitee will certify to Lessee the extent, if any, to which such Indemnitee was able to use currently such deduction on its tax basis from all Taxes required return. If, by reason of any payment made to be paid or for the account of an Indemnitee by such Tax Indemnified Party with respect Lessee pursuant to Section 9.2, or the PARTICIPATION AGREEMENT event or circumstance giving rise to such payment payment, such Indemnitee or indemnity (including any payments made pursuant to this subsection 16(c) under the laws of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize an Affiliate actually realizes a current net tax benefit as a result of any Taxes paid benefit, savings, deduction or indemnified against by the Lessee under this Section 16 (except to the extent previously credit not taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount sum of (x) the actual net reduction in Taxes, if any, realized by such current tax benefit, but only after the Lessee shall have made all payments then due and owing Indemnitee or any Affiliate thereof attributable to such Tax Indemnified Party net tax benefits, savings, deduction or credits and (y) the actual net reduction in any Taxes realized by such Indemnitee or an Affiliate as the result of any payment made by such Indemnitee pursuant to this Lease and the Long-Term Agreementssentence; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder provided that, no Indemnitee shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to clause (x) of this subsection 16(cSection 9.4(a) to the extent that the amount of such payment would exceed (x1) the amount of all prior payments of Tax or payments under Section 9.2(c) paid by Lessee to or on behalf of such Tax Indemnified Party Indemnitee pursuant to this subsection 16(c), Section 9.4 less (y2) the amount of all prior payments pursuant to this Section 9.4(a) and described in clause (x) by such Tax Indemnified Party Indemnitee to Lessee hereunder. Each such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim Lessee; but any such tax benefitexcess shall reduce pro tanto any amount of Taxes under Section 9.2 that Lessee is subsequently obligated to pay directly to such Indemnitee (as opposed to directly to any taxing authority pursuant to the first sentence of Section 9.2(c)) pursuant to this Section 9.4.

Calculation of General Tax Indemnity Payments. (ia) Lessee agrees that, with respect to any Any payment or indemnity to or for the benefit of any Indemnitee with respect to a Tax Indemnified Party which is subject to indemnification under Section 16 hereof9.2(a) shall (A) (other than payment of Taxes to applicable Governmental Authorities) reflect the actual current net savings available to such Indemnitee or any Affiliate thereof resulting from the current deduction of such indemnified Tax or the event or circumstance giving rise thereto (such current net savings to be determined on an incremental basis after taking into account all other available deductions of the Indemnitee) and (B) include, after taking into account the savings described in clause (A), the Lessee's indemnity obligations shall include the payment of an amount necessary to hold such Tax Indemnified Party Indemnitee harmless on an afterAfter-Tax Basis; provided that, at the request of the Lessee, an Indemnitee will certify to Lessee the extent, if any, to which such Indemnitee was able to use currently such deduction on its tax basis from all Taxes required return. If, by reason of any payment made to be paid or for the account of an Indemnitee by such Tax Indemnified Party with respect Lessee pursuant to Section 9.2, or the event or circumstance giving rise to such payment payment, such Indemnitee or indemnity (including any payments made pursuant to this subsection 16(c) under the laws of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize an Affiliate actually realizes a current net tax benefit as a result of any Taxes paid benefit, savings, deduction or indemnified against by the Lessee under this Section 16 (except to the extent previously credit not taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount sum of (x) the actual net reduction in Taxes, if any, realized by such current tax benefit, but only after the Lessee shall have made all payments then due and owing Indemnitee or any Affiliate thereof attributable to such Tax Indemnified Party net tax benefits, savings, deduction or credits and (y) the actual net reduction in any Taxes realized by such Indemnitee or an Affiliate as the result of any payment made by such Indemnitee pursuant to this Lease and the Long-Term Agreementssentence; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder provided that, no Indemnitee shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to clause (x) of this subsection 16(cSection 9.4(a) to the extent that the amount of such payment would exceed (x1) the amount of all prior payments of Tax or payments under Section 9.2(c) paid by Lessee to or on behalf of such Tax Indemnified Party Indemnitee pursuant to this subsection 16(c), Section 9.4 less (y2) the amount of all prior payments pursuant to this Section 9.4(a) and described in clause (x) by such Tax Indemnified Party Indemnitee to Lessee hereunder. Each such Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim Lessee; but any such tax benefitexcess shall reduce pro tanto any amount of Taxes under Section 9.2 that Lessee is subsequently obligated to pay directly to such Indemnitee (as opposed to directly to any taxing authority pursuant to the first sentence of Section 9.2(c)) pursuant to this Section 9.4.

Calculation of General Tax Indemnity Payments. (i) Any payment which Lessee agrees that, shall be required to make to or for the account of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnified Party with respect Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any taxes for which Lessee is not actually required to indemnify such Tax Indemnitee pursuant to Section 7(b) hereof or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or indemnity (including any payments made for the account of a Tax Indemnitee by Lessee pursuant to this subsection 16(cSection 7(b), such Tax Indemnitee subsequently realizes a tax deduction or credit (including foreign tax credit and any reduction in Taxes) under the laws of any Taxing Authority. not [First Amended and Restated Participation Agreement (ii) If any Tax Indemnified Party shall realize a current tax benefit as a result of any Taxes paid or indemnified against by the Lessee under this Section 16 (except to the extent 1989 I)] previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shallIndemnitee shall promptly pay to Lessee, so long as no Lessee provided an Event of Default shall not have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreementcontinuing, pay an amount equal to the Lessee an amount whichsum of (I) the actual reduction in Taxes, after subtraction of any further tax savings if any, realized by such Tax Indemnified Party realizes Indemnitee which is attributable to such deduction or credit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of the any payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to by such Tax Indemnified Party Indemnitee pursuant to this Lease and the Long-Term Agreementssentence; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHERprovided, however, that such Tax Indemnified Party Indemnitee shall not be -------- ------- obligated to make any payment pursuant to this subsection 16(cSection 7(b) to the extent that the amount of such payment pursuant to (I) above would exceed (x) the amount of all prior payments made by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c)Section 7(b) net of any amount paid in respect of Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amounts received by such Tax Indemnitee from Lessee, less (y) the amount portion of all prior payments computed pursuant to (I) above by such Tax Indemnified Party Indemnitee to the Lessee hereunder. Each For purposes of this Section 7(b)(iii) items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes, other than those arising out of a leveraged lease transaction, for which such Tax Indemnified Party Indemnitee was not indemnified or held harmless by anyone; and Second, all remaining available foreign Taxes (other than those in third below) on a pari passu basis; and ---- ----- Third, any remaining foreign Taxes arising from any transaction entered into prior to the date hereof in which there is an express agreement that such Taxes shall be utilized after such Taxes described above. Once the foreign Tax for which such Tax Indemnitee was indemnified by Lessee is deemed to be utilized pursuant to the ordering rules contained in good faith use reasonable efforts this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in filing a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to Lessee required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(vii) hereof) or which tax returns benefit was otherwise taken into account in computing Lessee's indemnity obligation pursuant to this Section 7(b), in a taxable year subsequent to the utilization by such Tax Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such [First Amended and Restated Participation Agreement (1989 I)] Tax Indemnitee that would not otherwise have expired) shall be treated as a Tax for which Lessee is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b) without regard to the exclusions in dealing with taxing authorities to seek and claim any such tax benefitSection 7(b)(ii) or conditions in Section 7(b)(iv).

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, Any payment or indemnity to or for the benefit of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under Section 16 hereof8.2(a) hereof shall be an amount sufficient to restore the Tax Indemnitee to the same position it would have been in had such Taxes not been incurred or imposed. Such computations shall (A) reflect the current net savings actually available to such Tax Indemnitee or any Affiliate thereof resulting from the credit or deduction of such indemnified Tax or the event or circumstance giving rise thereto and (B) include, after taking into account the savings described in clause (A), the Lessee's indemnity obligations shall include the payment of an amount necessary to hold such Tax Indemnified Party Indemnitee harmless on an afterAfter-tax basis from all Taxes required Tax Basis. If, by reason of any payment made to be paid or for the account of a Tax Indemnitee by such Tax Indemnified Party the Lessee pursuant to this Section 8.2 or with respect to any other payment made on an After-Tax Basis, or if by reason of the event or circumstance giving rise to any such payment payment, such Tax Indemnitee or indemnity (including any payments made pursuant to this subsection 16(c) under the laws of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize Affiliate thereof actually realizes a current net tax benefit as a result of any Taxes paid benefit, savings, deduction or indemnified against by the Lessee under this Section 16 (except to the extent credit not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount sum of (I) the actual net reduction in Taxes, if any, realized by such current tax benefit, but only after the Lessee shall have made all payments then due and owing Tax Indemnitee or any Affiliate thereof which is attributable to such net tax benefits, savings, deductions or credits and (II) the actual net reduction in any Taxes realized by such Tax Indemnified Party Indemnitee or any Affiliate thereof as the result of any payment made by such Tax Indemnitee pursuant to this Lease and the Long-Term Agreementssentence; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHERprovided, however, that such (A) no Tax Indemnified Party Indemnitee shall not be obligated to make any payment pursuant to clause (I) of this subsection 16(cSection 8.2(d) to the extent that the amount of such payment would exceed (x) the amount of all prior payments paid by the Lessee to such Tax Indemnified Party Indemnitee pursuant to this subsection 16(c)Section 8.2 without regard to any additional amount paid to allow such payments to be made on an After-Tax Basis, less (y) the amount of all prior payments pursuant to this Section 8.2(d) and described in clause (I) by such Tax Indemnified Party Indemnitee to the Lessee, but any such excess shall reduce pro tanto any amount that the Lessee is subsequently obligated to pay pursuant to this Section 8.2 and (B) no Tax Indemnitee shall be obligated to make any payment to the Lessee pursuant to this sentence for so long as a Special Default or Lease Event of Default shall have occurred and be continuing (but any amounts required to be so paid shall be paid promptly following the cure of any such Special Default or Lease Event of Default). Each Tax Indemnitee agrees to use its reasonable efforts, and further agrees to take such actions as the Lessee reasonably requests to realize such reduction, tax benefits or other savings as are available; provided that a Tax Indemnitee shall not be obligated to make such efforts or take any such action that it reasonably believes may result in any unindemnified adverse consequences to such Tax Indemnitee or any of its Affiliates or any material adverse consequences (whether or not indemnified) to such Tax Indemnitee or any of its Affiliates. If it is later determined that the Tax Indemnitee was not entitled to a tax benefit for which the Tax Indemnitee has made a payment to the Lessee hereunder. Each such , the portion of the tax benefit that is disallowed, reduced, lost or recaptured shall be treated as Taxes for which the Lessee must indemnify the Tax Indemnified Party shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Indemnitee, without regard to seek and claim any such tax benefitSection 8.2(b) hereof other than clauses (iv), (v), (vii), (ix), (xi) or (xiv) of Section 8.2(b).

Calculation of General Tax Indemnity Payments. (iA) Lessee agrees that, Any payment that Borrower shall be required to make to or for the account of any Indemnitee with respect to any Tax that is subject to indemnification under this Section 6(b) shall be made on an After-Tax Basis. (B) If by reason of any Tax payment made by or indemnity on behalf of Borrower to a Tax Indemnified Party under Section 16 hereof, or for the Lessee's indemnity obligations shall include the payment account of an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from all Taxes required to be paid by such Tax Indemnified Party with respect to such payment or indemnity (including any payments made Indemnitee pursuant to this subsection 16(c) under the laws of any Taxing Authority. (ii) If any Section 6(b), such Indemnitee subsequently actually realizes Tax Indemnified Party shall realize a current tax benefit as a result of any Savings against Taxes paid or not indemnified against by the Lessee under this Section 16 (except to the extent hereunder and not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee Borrower an amount which, after subtraction of any further tax savings such Tax Indemnified Party realizes as a result of the payment thereof, is equal to the amount sum of (I) the actual net reduction in Taxes, if any, actually realized by such current tax benefit, but only after the Lessee shall have made all payments then due and owing Indemnitee which is attributable to such Tax Indemnified Party Savings and (II) the actual reduction in any Taxes not indemnified against hereunder and realized by such Indemnitee as the result of any payment made by such Indemnitee pursuant to this Lease and the Long-Term Agreementssentence; PROVIDED that any subsequent loss of any tax benefit paid to the Lessee hereunder shall be treated as a Tax subject to indemnification in accordance with subsection 16(a) (without regard to any exclusions set forth in subsection 16(b) or the provisions of subsection 16(g); and PROVIDED FURTHER, provided that such Tax Indemnified Party Indemnitee shall not be obligated to make pay any payment pursuant to this subsection 16(c) such amount to the extent that the such amount of such payment would exceed (x) the aggregate amount of all prior payments by Lessee Borrower to such Indemnitee under this Section 6(b) (including the payment of any amount necessary for such payments to be on an After-Tax Indemnified Party pursuant to this subsection 16(c), Basis) less (y) the aggregate amount of all prior payments by such Indemnitee to Borrower pursuant to this Section 6(b); provided, further, that any amount not paid to Borrower pursuant to the foregoing limitation shall be carried forward to reduce pro tanto any future payments that Borrower may be required to make to such Indemnitee pursuant to this Section 6(b). (C) Any Taxes that are imposed on an Indemnitee as a result of the disallowance or reduction of any Tax Indemnified Party Savings paid to Lessee hereunder. Each Borrower pursuant to this Section 6(b)(iii) shall be treated as a Tax for which Borrower is obligated to indemnify such Tax Indemnified Party shall Indemnitee without regard to the exclusions set forth in good faith Section 6(b)(ii) (other than subparagraphs (4), (11) and (12) thereof). (D) In determining the order in which any Indemnitee utilizes any foreign Taxes as a credit against such Indemnitee’s United States income Taxes, such Indemnitee may use reasonable efforts in filing its tax returns and in dealing any reasonable, non-discriminatory method with taxing authorities respect to seek and claim the use of any foreign Taxes as a credit against such tax benefitIndemnitee’s United States income Taxes.

Calculation of General Tax Indemnity Payments. (i) Lessee agrees that, Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any payment or indemnity Tax which is subject to a Tax Indemnified Party indemnification under this Section 16 hereof, the Lessee's indemnity obligations 7(b) shall include the payment of be in an amount necessary to hold such Tax Indemnified Party harmless on an after-tax basis from which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnified Party with Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such payment or indemnity (including indemnified Tax that actually reduces any payments made Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this subsection 16(cSection 7(b) under or the laws Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Taxing Authority. (ii) If any Tax Indemnified Party shall realize payment made to or for the account of a current tax benefit as a result of any Taxes paid or indemnified against Tax Indemnitee by the Lessee under Owner pursuant to this Section 16 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax deduction or credit (except to the extent including a foreign tax credit) not previously taken into account in computing the indemnity paid with respect to such Taxes)payment, such Tax Indemnified Party shall, so long as no Lessee Event of Default Indemnitee shall have occurred and be continuing and no payment is due and owing by Lessee under this Lease or any Long-Term Agreement, promptly pay to the Lessee Owner an amount whichequal to the sum of (I) the actual reduction in Taxes, after subtraction if any, realized by such Tax Indemnitee which is attributable to such deduction or credit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any further tax savings payment made by such Tax Indemnified Party realizes Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the payment thereof, is equal to the amount of such current tax benefit, but only after the Lessee shall have made all payments then due and owing to such Tax Indemnified Party pursuant to this Lease and the Long-Term Agreements; PROVIDED that any subsequent loss disallowance or reduction of any tax benefit paid referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Lessee hereunder Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax subject for which the Owner is obligated to indemnification in accordance with subsection 16(a) (indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to any the exclusions set forth in subsection 16(bSection 7(b)(ii) hereof (other than clauses (12) or the provisions of subsection 16(g(13) thereto); and PROVIDED FURTHER, that such Tax Indemnified Party shall not be obligated to make any payment pursuant to this subsection 16(c) to the extent that the amount of such payment would exceed (x) the amount of all prior payments by Lessee to such Tax Indemnified Party pursuant to this subsection 16(c), less (y) the amount of all prior payments by such Tax Indemnified Party to Lessee hereunder. Each such Tax Indemnified Party Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities Taxing Authorities to seek and claim any such tax benefitsavings which would result in payments to the Owner under this Section 7(b).