Mitigation; Net Losses and Subrogation. (a) In the event of any claim, liability or Loss that may give rise to an indemnification obligation hereunder, the Indemnified Person shall take, and cause its Affiliates to take, all reasonable measures to mitigate the consequences of such claim, liability or Loss, including (i) cooperating with the Indemnifying Person, if so requested by the Indemnifying Person, and (ii) all such reasonable measures that are required to prevent any contingent liability from becoming an actual liability. If any Indemnified Person shall fail to take such measures, then notwithstanding anything to the contrary in this Lease, the Indemnifying Person shall not be required to indemnify the Indemnified Person for any claim, liability or Loss that would reasonably be expected to have been avoided if such efforts had been made.
(b) Notwithstanding anything to the contrary in this Lease, the amount of any Losses incurred or suffered by any Indemnified Person shall be calculated after giving effect to (i) any insurance proceeds with respect to such Losses received by the Indemnified Person (or any of its Affiliates) from insurers not affiliated with the Indemnified Person, (ii) any Tax benefit realized or to be realized by the Indemnified Person (or any of its Affiliates) arising from the facts or circumstances giving rise to such Losses or by the Indemnified Person (or any of its Affiliates) from any indemnification payment with respect to such Losses and (iii) any recoveries obtained by the Indemnified Person (or any of its Affiliates) from any other Third Party. Each Indemnified Person shall use commercially reasonable efforts to obtain such proceeds, benefits and recoveries, including seeking full recovery under all insurance policies covering any Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. If any such proceeds, benefits or recoveries are received by an Indemnified Person (or any of its Affiliates) with respect to any Losses after the Indemnifying Person has made a payment to the Indemnified Person with respect thereto, the Indemnified Person (or such Affiliate) shall pay to the Indemnifying Person the amount of such proceeds, benefits or recoveries (up to the amount of the Losses for which the Indemnifying Person has made payment to the Indemnified Person).
(c) Upon making any payment to an Indemnified Person in respect of any Losses, the Indemnifying Person will, to the extent of such payment, be subrogated to all rights of...
