Common use of Payment by Lessee Clause in Contracts

Payment by Lessee. (i) The Lessee hereby agrees to pay and assume liability for, and on written demand to indemnify, protect, defend, save and hold harmless each Indemnitee from and against, any and all governmental or quasi-governmental fees (including without limitation license and registration fees), taxes (including without limitation gross receipts, franchise, sales, use, property, real or personal, tangible or intangible), interest equalization and stamp taxes, assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, fines or interest thereon ("Fees, Taxes and Other Charges") imposed against any Indemnitee, the Lessee or the Facility or any portion thereof by any Federal, state or local governmental or taxing authority in the United States of America or by any foreign government or any subdivision or taxing authority thereof, upon or with respect to the occupation and operation of the Facility by the Lessee and the production and sale of the Product. (ii) Notwithstanding anything to the contrary set forth above, the provisions of this Section 16.02 shall not apply to: (A) Fees, Taxes and Other Charges on, or measured in whole or in part by (y) the net income or gross income of an Indemnitee or (z) the franchise, capital, conduct of business, net worth or tax preference of an Indemnitee; (B) Fees, Taxes and Other Charges to the extent on, levied on, or measured by, any fees or compensation received by an Indemnitee for services rendered in connection with this Agreement; (C) Fees, Taxes or Other Charges which result from any Indemnitee engaged in activities not related to this Agreement; (D) so long as no Event of Default has occurred and is continuing, Fees, Taxes or other Charges imposed as a result of the voluntary sale, transfer, assignment or other disposition of any interest in the Facility by an Indemnitee, if such disposition shall not be pursuant to or in connection with Article XIV hereof; (E) Fees, Taxes or Other Charges imposed solely with respect to any period after the end of the Term unless an Event of Default has occurred and is continuing and the Lessor shall be exercising remedies with respect thereto; (F) Fees, Taxes or Other Charges imposed as the result of any transfer or disposition of any interest in the Facility by any Indemnitee resulting from bankruptcy or other proceedings for the relief of debtors (voluntary or involuntary) in which the transferor is the debtor; or (G) Fees, Taxes and Other Charges imposed solely as a result of the willful misconduct or gross negligence of the Indemnitee. (iii) In case any report or return is required to be made with respect to any obligations of the Lessee under this Section 16.02 or arising out of this Section 16.02, the Lessee shall, to the extent permitted by law, either make such report or return in such manner (including the making thereof in the Lessor's name) as will show the Lessorship of the Equipment in the Lessor and send a copy of such report or return to the Lessor, or shall notify the Lessor of such requirement and make such report or return in such manner as shall be reasonably satisfactory to the Lessor. Each Indemnitee agrees that it will promptly forward to the Lessee any notice, xxxx or any advice received by it concerning any such Fees, Taxes and Other Charges and will, at Lessee's expense, use its best efforts and take such lawful and reasonable steps as may be proposed by the Lessee in writing to minimize any of the same for which the Lessee is responsible under this Section 16.02. (iv) The amount which the Lessee shall be required to pay to or for the account of any Indemnitee with respect to any Fees, Taxes and Other Charges which are subject to indemnification under this Section 16.02 shall be an amount sufficient to restore the Indemnitee to the same position the Indemnitee would have been in had such Fees, Taxes and Other Charges not been incurred or imposed. If the payment by the Lessee under this Section 16.02 of an amount equal to such Fees, Taxes and Other Charges would be more or less than the amount which would be required to make such Indemnitee whole as a result of any tax effect to an Indemnitee in connection with such payment of such Fees, Taxes or Other Charges, including, without limitation (A) the inclusion of any payment to be made by the Lessee under this Section 16.02 in the taxable income of any indemnitee in one year and the deduction of the Fees, Taxes and Other Charges with respect to which such payment is made from the taxable income of such Indemnitee in a different year, (B) the nondeductibility of such Fees, Taxes and Other Charges from the taxable income of such Indemnitee or (C) the anticipated realization by such Indemnitee in a different year of tax benefits resulting from the transaction giving rise to such Fees, Taxes and Other Charges, the amount of the indemnity to be paid by the Lessee shall be adjusted to an amount which (after taking into account all tax effects on such Indemnitee, any loss of use of money resulting from differences in timing between the inclusion of such indemnity in the taxable income of such Indemnitee and the anticipated realization by such Indemnitee of tax benefits resulting from the transaction to which such indemnity is related and the present value of any anticipated future tax benefits to be realized by such Indemnitee as a result of deducting such Fees, Taxes and Other Charges or as a result of the transaction giving rise thereto) will be sufficient to place the Indemnitee in the same position such Indemnitee would have been in had such Fees, Taxes and Other Charges not been imposed. All computations for purposes hereof shall be based on tax rates in effect on the date payment pursuant to this Section 16.02 is made. Computations involving the loss of use of money or calculations of present value shall be based on the Overdue Rate as adjusted for applicable income tax effects and compounded monthly on the Basic Rent Payment Dates. Each Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim all tax benefits available with respect to items referred to herein.

Payment by Lessee. (i) The Lessee hereby agrees to pay and assume liability for, and on written demand to indemnify, protect, defend, save and hold harmless each Indemnitee from and against, any and all governmental or quasi-governmental fees (including without limitation license and registration fees), taxes (including without limitation gross receipts, franchise, sales, use, property, real or personal, tangible or intangible), interest equalization and stamp taxes, assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, fines or interest thereon ("Fees, Taxes and Other Charges") imposed against any Indemnitee, the Lessee or the Facility or any portion thereof by any Federal, state or local governmental or taxing authority in the United States of America or by any foreign government or any subdivision or taxing authority thereof, upon or with respect to the occupation and operation of the Facility by the Lessee and the production and sale of the Product. (ii) Notwithstanding anything to the contrary set forth above, the provisions of this Section 16.02 shall not apply to: (A) Fees, Taxes and Other Charges on, or measured in whole or in part by (y) the net income or gross income of an Indemnitee or (z) the franchise, capital, conduct of business, net worth or tax preference of an Indemnitee; (B) Fees, Taxes and Other Charges to the extent on, levied on, or measured by, any fees or compensation received by an Indemnitee for services rendered in connection with this Agreement; (C) Fees, Taxes or Other Charges which result from any Indemnitee engaged in activities not related to this Agreement; (D) so long as no Event of Default has occurred and is continuing, Fees, Taxes or other Charges imposed as a result of the voluntary sale, transfer, assignment or other disposition of any interest in the Facility by an Indemnitee, if such disposition shall not be pursuant to or in connection with Article XIV hereof; (E) Fees, Taxes or Other Charges imposed solely with respect to any period after the end of the Term unless an Event of Default has occurred and is continuing and the Lessor shall be exercising remedies with respect thereto; (F) Fees, Taxes or Other Charges imposed as the result of any transfer or disposition of any interest in the Facility by any Indemnitee resulting from bankruptcy or other proceedings for the relief of debtors (voluntary or involuntary) in which the transferor is the debtor; or (G) Fees, Taxes and Other Charges imposed solely as a result of the willful misconduct or gross negligence of the Indemnitee. (iii) In case any report or return is required to be made with respect to any obligations of the Lessee under this Section 16.02 or arising out of this Section 16.02, the Lessee shall, to the extent permitted by law, either make such report or return in such manner (including the making thereof in the Lessor's name) as will show the Lessorship of the Equipment in the Lessor and send a copy of such report or return to the Lessor, or shall notify the Lessor of such requirement and make such report or return in such manner as shall be reasonably satisfactory to the Lessor. Each Indemnitee agrees that it will promptly forward to the Lessee any notice, xxxx bill or any advice received receixxx by it concerning any such Fees, Taxes and Other Charges and will, at Lessee's expense, use its best efforts and take such lawful and reasonable steps as may be proposed by the Lessee in writing to minimize any of the same for which the Lessee is responsible under this Section 16.02. (iv) The amount which the Lessee shall be required to pay to or for the account of any Indemnitee with respect to any Fees, Taxes and Other Charges which are subject to indemnification under this Section 16.02 shall be an amount sufficient to restore the Indemnitee to the same position the Indemnitee would have been in had such Fees, Taxes and Other Charges not been incurred or imposed. If the payment by the Lessee under this Section 16.02 of an amount equal to such Fees, Taxes and Other Charges would be more or less than the amount which would be required to make such Indemnitee whole as a result of any tax effect to an Indemnitee in connection with such payment of such Fees, Taxes or Other Charges, including, without limitation (A) the inclusion of any payment to be made by the Lessee under this Section 16.02 in the taxable income of any indemnitee Indemnitee in one year and the deduction of the Fees, Taxes and Other Charges with respect to which such payment is made from the taxable income of such Indemnitee in a different year, (B) the nondeductibility of such Fees, Taxes and Other Charges from the taxable income of such Indemnitee or (C) the anticipated realization by such Indemnitee in a different year of tax benefits resulting from the transaction giving rise to such Fees, Taxes and Other Charges, the amount of the indemnity to be paid by the Lessee shall be adjusted to an amount which (after taking into account all tax effects on such Indemnitee, any loss of use of money resulting from differences in timing between the inclusion of such indemnity in the taxable income of such Indemnitee and the anticipated realization by such Indemnitee of tax benefits resulting from the transaction to which such indemnity is related and the present value of any anticipated future tax benefits to be realized by such Indemnitee as a result of deducting such Fees, Taxes and Other Charges or as a result of the transaction giving rise thereto) will be sufficient to place the Indemnitee in the same position such Indemnitee would have been in had inhad such Fees, Taxes and Other Charges not been imposed. All computations for purposes hereof shall be based on tax rates in effect on the date payment pursuant to this Section 16.02 is made. Computations involving the loss of use of money or calculations of present value shall be based on the Overdue Rate as adjusted for applicable income tax effects and compounded monthly on the Basic Rent Payment Dates. Each Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim all tax benefits available with respect to items referred to herein.

Payment by Lessee. Subject to the provisions of Section 6.2, in addition to the Annual Basic Rental, Tenant shall pay to the applicable taxing authorities (with a copy or receipt to Landlord), no later than ten (10) days prior to the due date therefor, all real property, personal property and ad valorem taxes and assessments, general and special, water taxes and all other impositions, ordinary and extraordinary of every kind and nature whatsoever, which, during the Term of this Lease, may be levied or assessed against the Premises. Landlord agrees to deliver copies of statements received by Landlord for all of the foregoing to Tenant within ten (10) days following the date Landlord receives such statements from applicable taxing authorities. Tenant shall be responsible for all delinquencies and penalties if the same are incurred because Tenant did not timely remit Taxes to the applicable taxing authorities or because the amount Tenant remitted was insufficient to pay all Taxes. Tenant shall also be solely responsible for and pay within the time provided by law all taxes imposed on its inventory, trade fixtures, apparatus, leasehold improvements (installed by or on behalf of Tenant), equipment and other personal property. All taxes, assessments and other costs to be paid by Tenant pursuant to this Section 6.1 are collectively referred to herein as the “Taxes”; provided, however, “Taxes” shall in no event include (i) The Lessee hereby agrees to pay and assume liability forany federal, and state, or other tax on written demand to indemnifythe income of Landlord, protect, defend, save and hold harmless each Indemnitee from and against, (ii) any and all governmental or quasi-governmental fees (including without limitation license and registration fees), taxes (including without limitation gross receipts, franchise, salesestate, useinheritance or similar tax imposed upon Landlord, property(iii) any tax, real assessment, recording fee, charge, or personalother levy imposed in connection with the sale or mortgage of the Premises, tangible or intangible), interest equalization and stamp taxes, assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, fines or interest thereon ("Fees, Taxes and Other Charges") imposed against any Indemnitee, the Lessee or the Facility or any portion thereof by or (iv) any Federal, state or local governmental or taxing authority increases in ad valorem taxes resulting from an increase in the United States of America appraised or by any foreign government assessed value thereof following the sale or any subdivision or taxing authority thereof, upon or with respect to the occupation and operation conveyance of the Facility by the Lessee and the production and sale Premises to an Affiliate of the Product. (ii) Notwithstanding anything to the contrary set forth above, the provisions of this Section 16.02 shall not apply to: (A) Fees, Taxes and Other Charges on, or measured in whole or in part by (y) the net income or gross income of an Indemnitee or (z) the franchise, capital, conduct of business, net worth or tax preference of an Indemnitee; (B) Fees, Taxes and Other Charges to Landlord. To the extent on, levied on, or measured by, any fees or compensation received by an Indemnitee for services rendered in connection with this Agreement; (C) Fees, Taxes or Other Charges which result from any Indemnitee engaged in activities not related Tenant fails to this Agreement; (D) so long as no Event of Default has occurred and is continuing, Fees, Taxes or other Charges imposed as a result of the voluntary sale, transfer, assignment or other disposition of any interest in the Facility by an Indemnitee, if such disposition shall not be pursuant to or in connection with Article XIV hereof; (E) Fees, Taxes or Other Charges imposed solely with respect to any period after the end of the Term unless an Event of Default has occurred and is continuing and the Lessor shall be exercising remedies with respect thereto; (F) Fees, Taxes or Other Charges imposed as the result of any transfer or disposition of any interest in the Facility by any Indemnitee resulting from bankruptcy or other proceedings for the relief of debtors (voluntary or involuntary) in which the transferor is the debtor; or (G) Fees, Taxes and Other Charges imposed solely as a result of the willful misconduct or gross negligence of the Indemnitee. (iii) In case any report or return is required to be made with respect to any obligations of the Lessee under this Section 16.02 or arising out of this Section 16.02, the Lessee shall, to the extent permitted by law, either make such report or return in such manner (including the making thereof in the Lessor's name) as will show the Lessorship of the Equipment in the Lessor and send a copy of such report or return to the Lessor, or shall notify the Lessor of such requirement and make such report or return in such manner as shall be reasonably satisfactory to the Lessor. Each Indemnitee agrees that it will promptly forward to the Lessee any notice, xxxx or any advice received by it concerning any such Fees, Taxes and Other Charges and will, at Lessee's expense, use its best efforts and take such lawful and reasonable steps as may be proposed by the Lessee in writing to minimize pay any of the same for which the Lessee is responsible under this Section 16.02. (iv) The amount which the Lessee shall be Taxes when required to pay to or for the account of any Indemnitee with respect to any Fees, Taxes and Other Charges which are subject to indemnification under this Section 16.02 shall be an amount sufficient to restore the Indemnitee pursuant to the same position terms hereof, Landlord shall have the Indemnitee would have been in had such Feesright to do so and upon Landlord’s payment thereof the same, Taxes and Other Charges not been incurred or imposed. If together with interest thereon at the payment Default Rate, shall become Additional Rental hereunder payable by the Lessee under this Section 16.02 of an amount equal to such Fees, Taxes and Other Charges would be more or less than the amount which would be required to make such Indemnitee whole as a result of any tax effect to an Indemnitee in connection with such payment of such Fees, Taxes or Other Charges, including, without limitation (A) the inclusion of any payment to be made Tenant on demand by the Lessee under this Section 16.02 in the taxable income of any indemnitee in one year and the deduction of the Fees, Taxes and Other Charges with respect to which such payment is made from the taxable income of such Indemnitee in a different year, (B) the nondeductibility of such Fees, Taxes and Other Charges from the taxable income of such Indemnitee or (C) the anticipated realization by such Indemnitee in a different year of tax benefits resulting from the transaction giving rise to such Fees, Taxes and Other Charges, the amount of the indemnity to be paid by the Lessee shall be adjusted to an amount which (after taking into account all tax effects on such Indemnitee, any loss of use of money resulting from differences in timing between the inclusion of such indemnity in the taxable income of such Indemnitee and the anticipated realization by such Indemnitee of tax benefits resulting from the transaction to which such indemnity is related and the present value of any anticipated future tax benefits to be realized by such Indemnitee as a result of deducting such Fees, Taxes and Other Charges or as a result of the transaction giving rise thereto) will be sufficient to place the Indemnitee in the same position such Indemnitee would have been in had such Fees, Taxes and Other Charges not been imposed. All computations for purposes hereof shall be based on tax rates in effect on the date payment pursuant to this Section 16.02 is made. Computations involving the loss of use of money or calculations of present value shall be based on the Overdue Rate as adjusted for applicable income tax effects and compounded monthly on the Basic Rent Payment Dates. Each Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim all tax benefits available with respect to items referred to hereinLandlord.

Payment by Lessee. (i) The Lessee hereby agrees to pay and assume liability for, and on written demand to indemnify, protect, defend, save and hold harmless each Indemnitee from and against, any and all governmental or quasi-governmental fees (including without limitation license and registration fees), taxes (including without limitation gross receipts, franchise, sales, use, property, real or personal, tangible or intangible), interest equalization and stamp taxes, assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, fines or interest thereon ("Fees, Taxes and Other Charges") imposed against any Indemnitee, the Lessee or the Facility or any portion thereof by any Federal, state or local governmental or taxing authority in the United States of America or by any foreign government or any subdivision or taxing authority thereof, upon or with respect to the occupation and operation of the Facility by the Lessee and the production and sale of the Product. (ii) Notwithstanding anything to the contrary set forth above, the provisions of this Section 16.02 shall not apply to: (A) Fees, Taxes and Other Charges on, or measured in whole or in part by (y) the net income or gross income of an Indemnitee or (z) the franchise, capital, conduct of business, net worth or tax preference of an Indemnitee; (B) Fees, Taxes and Other Charges to the extent on, levied on, or measured by, any fees or compensation received by an Indemnitee for services rendered in connection with this Agreement; (C) Fees, Taxes or Other Charges which result from any Indemnitee engaged in activities not related to this Agreement; (D) so long as no Event of Default has occurred and is continuing, Fees, Taxes or other Charges imposed as a result of the voluntary sale, transfer, assignment or other disposition of any interest in the Facility by an Indemnitee, if such disposition shall not be pursuant to or in connection with Article XIV hereof; (E) Fees, Taxes or Other Charges imposed solely with respect to any period after the end of the Lease Term unless an Event of Default has occurred and is continuing and the Lessor or the Lender shall be exercising remedies with respect thereto; (F) Fees, Taxes or Other Charges imposed as the result of any transfer or disposition of any interest in the Facility by any Indemnitee resulting from bankruptcy or other proceedings for the relief of debtors (voluntary or involuntary) in which the transferor is the debtor; or (G) Fees, Taxes and Other Charges imposed solely as a result of the willful misconduct or gross negligence of the Indemnitee. (iii) In case any report or return is required to be made with respect to any obligations of the Lessee under this Section 16.02 or arising out of this Section 16.02, the Lessee shall, to the extent permitted by law, either make such report or return in such manner (including the making thereof in the Lessor's name) as will show the Lessorship ownership of the Equipment in the Lessor and send a copy of such report or return to the Lessor, or shall notify the Lessor of such requirement and make such report or return in such manner as shall be reasonably satisfactory to the Lessor. Each Indemnitee agrees that it will promptly forward to the Lessee any notice, xxxx or any advice received by it concerning any such Fees, Taxes and Other Charges and will, at Lessee's expense, use its best efforts and take such lawful and reasonable steps as may be proposed by the Lessee in writing to minimize any of the same for which the Lessee is responsible under this Section 16.02. (iv) The amount which the Lessee shall be required to pay to or for the account of any Indemnitee with respect to any Fees, Taxes and Other Charges which are subject to indemnification under this Section 16.02 shall be an amount sufficient to restore the Indemnitee to the same position the Indemnitee would have been in had such Fees, Taxes and Other Charges not been incurred or imposed. If the payment by the Lessee under this Section 16.02 of an amount equal to such Fees, Taxes and Other Charges would be more or less than the amount which would be required to make such Indemnitee whole as a result of any tax effect to an Indemnitee in connection with such payment of such Fees, Taxes or Other Charges, including, without limitation (A) the inclusion of any payment to be made by the Lessee under this Section 16.02 in the taxable income of any indemnitee Indemnitee in one year and the deduction of the Fees, Taxes and Other Charges with respect to which such payment is made from the taxable income of such Indemnitee in a different year, (B) the nondeductibility of such Fees, Taxes and Other Charges from the taxable income of such Indemnitee or (C) the anticipated realization by such Indemnitee in a different year of tax benefits resulting from the transaction giving rise to such Fees, Taxes and Other Charges, the amount of the indemnity to be paid by the Lessee shall be adjusted to an amount which (after taking into account all tax effects on such Indemnitee, any loss of use of money resulting from differences in timing between the inclusion of such indemnity in the taxable income of such Indemnitee and the anticipated realization by such Indemnitee of tax benefits resulting from the transaction to which such indemnity is related and the present value of any anticipated future tax benefits to be realized by such Indemnitee as a result of deducting such Fees, Taxes and Other Charges or as a result of the transaction giving rise thereto) will be sufficient to place the Indemnitee in the same position such Indemnitee would have been in had such Fees, Taxes and Other Charges not been imposed. All computations for purposes hereof shall be based on tax rates in effect on the date payment pursuant to this Section 16.02 is made. Computations involving the loss of use of money or calculations of present value shall be based on the Overdue Rate as adjusted for applicable income tax effects and compounded monthly on the Basic Rent Payment Dates. Each Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim all tax benefits available with respect to items referred to herein.

Payment by Lessee. (i1) The Lessee hereby agrees to pay and assume ----------------- liability for, and on written demand to indemnify, protect, defend, save and hold harmless on an after-tax basis each Indemnitee from and against, any and all governmental or quasi-governmental fees (including without limitation license and registration fees), taxes (including without limitation gross receipts, franchise, sales, use, property, excise, real or personal, tangible or intangible), interest equalization and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, fines fines, additions to tax or interest thereon ("Fees, Taxes and Other Charges") imposed against any Indemnitee, the Lessee or the Facility Equipment or any portion thereof by any Federal, state or local governmental government or taxing authority in the United States of America or by any foreign government or any subdivision or taxing authority thereof, upon or with respect to (i) the occupation and operation Equipment or any portion thereof or interest therein, (ii) the manufacture, financing, construction, preparation, installation, purchase, ownership, acquisition, acceptance, rejection, delivery, non-delivery, possession, re-leasing, rental, use, operation, transportation, leasing, subleasing, condition, maintenance, repair, sale, transfer of title, return, abandonment, or other application or disposition of the Facility Equipment or any portion thereof, (iii) the rental payments, receipts, earnings or profits arising from the Equipment or any portion thereof or interest therein or payable pursuant to this Lease, (iv) interest, principal and other amounts payable on the Notes or any other indebtedness secured by the Lessee Equipment and the production payment thereof pursuant to the Notes and sale any other indebtedness secured by the Equipment, (v) the Operative Documents or the issuance of the ProductNotes or any instrument contemplated by the Operative Documents, or (vi) otherwise with respect to or in connection with the Overall Transaction. (ii2) Notwithstanding anything Without prejudice to the contrary set forth aboveprovisions of the Tax Indemnification Agreement and notwithstanding anything in the foregoing, the provisions of this Section 16.02 20.3 shall not apply to: (Ai) United States Federal income tax; (ii) Fees, Taxes and Other Charges on, or measured in whole or in part by, the net or gross income of an Indemnitee imposed by the United States or by any state or local taxing authority in the United States (in each case, except to the extent such Fees, Taxes and Other Charges are in the nature of sales, use, license, ad valorem or property taxes); (iii) Fees, Taxes and Other Charges on, or measured in whole or in part by (y) the net income or gross income of an Indemnitee or (z) the franchise, capital, conduct of business, net worth or tax preference of an IndemniteeIndemnitee and imposed by the United States or any state or local taxing authority in the United States (other than such a tax imposed by the state taxing jurisdiction in which the principal place of business of the Lessor is located or any other state in which the Equipment may be located) and not described in (ii) above; provided, however, that this clause shall not apply to the extent that (i) any such Fees, Taxes and Other Charges are in the nature of sales, use, license, ad valorem or property taxes, or (ii) the amount of such Fees, Taxes or Other Charges exceeds the amount of Fees, Taxes or Other Charges that would have been imposed solely as a result of activities of an Indemnitee unrelated to the Overall Transaction and not involving the Equipment; (Biv) Fees, Taxes or Other Charges imposed by any foreign taxing authority other than Fees, Taxes or Other Charges imposed by a foreign taxing authority as a result of or in connection with the presence, location, use or operation of the Equipment in such foreign jurisdiction, the presence of any Lessee Person in such foreign jurisdiction or any Lessee Person engaging in activities in or otherwise maintaining contact with such foreign jurisdiction; (v) Fees, Taxes and Other Charges to the extent on, levied on, or measured by, any fees or compensation received by an Indemnitee for services rendered in connection with this Agreementthe Overall Transaction; (Cvi) Fees, Taxes and Other Charges that are included in Lessor's Cost; (vii) Fees, Taxes or Other Charges which result from any Indemnitee being engaged in activities in, or otherwise maintaining contact with, the jurisdiction imposing such Fees, Taxes or Other Charges, in each case if unrelated to the Overall Transaction and not related to this Agreement;involving the Equipment. (Dviii) so long as no Lease Default or Lease Event of Default has occurred and is continuing, Fees, Taxes or other Charges imposed as a result of the voluntary sale, transfer, assignment or other disposition (it being understood that any transfer attributable directly or indirectly to any substitution, replacement, removal, modification or addition made by any Lessee Person is not voluntary) of any interest in any Note or the Facility Equipment by an Indemnitee, if such disposition shall not be pursuant to or in connection with Article XIV hereof; (Eix) Fees, Taxes or Other Charges imposed solely with respect to any period after the end of the Lease Term unless an a Lease Event of Default has occurred and is continuing and continuing, provided that the Lessor exclusion set forth in this clause (ix) shall be exercising remedies not apply to any Fees, Taxes or Other Charges resulting from events or circumstances occurring or matters arising prior to or simultaneously with respect theretothe end of the Lease Term or the exercise by the Lessee of its rights under Article V of the Lease; (Fx) Fees, Taxes or Other Charges imposed as the result of any transfer or disposition of any interest in the Facility Equipment or any Note by any Indemnitee resulting from bankruptcy or other proceedings for the relief of debtors (voluntary or involuntary) in which the transferor is the debtor; ordebtor unless such transfer or disposition is pursuant to or arises in connection with a Lease Default or Lease Event of Default or Event of Loss or shall result from or in connection with the failure of Lessee to abide by or perform any of its obligations under the Operative Documents; (Gxi) Fees, Taxes and Other Charges imposed solely as a result of the willful misconduct or gross negligence of the Indemnitee other than willful misconduct or gross negligence imputed to such Indemnitee by reason of such Indemnitee's participation in the Overall Transaction; (xii) Fees, Taxes and Other Charges imposed solely as a result of the breach of any representation, warranty or covenant to the Lessee contained in the Operative Documents, but only if such breach is not attributable to any act or omission of any Lessee Person or any breach or inaccuracy of any representation, warranty or covenant of any Lessee Person; or (xiii) Fees, Taxes and Other Charges (other than California Taxes) in the nature of withholding taxes (other than California Withholding Taxes) imposed on or with respect to payments required pursuant to the Operative Documents. (iii3) In case The Lessee shall provide (at its own expense) such information as may be reasonably requested by an Indemnitee to enable the Indemnitee to fulfill its tax filing requirements with respect to the transactions contemplated by this Lease. If any return, statement, report or return other document (a "Report") is required by law to be made or filed with respect to any Fees, Taxes and Other Charges which the Lessee is required to pay under this Section 20.3, the Lessee shall notify the affected Indemnitee of such requirement and (i) To the extent permitted by law (unless otherwise directed by the Indemnitee in writing) or required by law, make and file in the Lessee's own name such Report in such manner as will show the interest of the Indemnitee in the Equipment in a manner satisfactory to the Indemnitee and furnish the Indemnitee with a copy of such Report, or (ii) If such Report is required to be made with respect to any obligations of the Lessee under this Section 16.02 or arising out of this Section 16.02, the Lessee shall, to the extent permitted by law, either make such report or return in such manner (including the making thereof in the Lessor's name) as will show name of or filed by the Lessorship of Indemnitee (unless otherwise directed by the Equipment Indemnitee in writing), prepare and furnish such Report for filing by the Lessor and send a copy of such report or return to the Lessor, or shall notify the Lessor of such requirement and make such report or return Indemnitee in such manner as shall be reasonably satisfactory to the LessorIndemnitee and send the same to the Indemnitee for filing not later than 15 days prior to the due date (including any extensions thereof), or (iii) If such Report is required to reflect items in addition to Fees, Taxes and Other Charges which Lessee is required to pay under this Section 20.3 (as reasonably determined by the Indemnitee), provide the Indemnitee with information within a reasonable time and in such form as shall be reasonably acceptable to the Indemnitee, sufficient to permit such information to be reviewed, and such Report to be properly made and timely filed, by the Indemnitee. The Lessee shall hold each Indemnitee harmless from and against any liabilities (including, but not limited to, penalties, additions to tax, fines and interest) arising out of any insufficiency or inaccuracy of any such Report or any failure to file any such Report in a timely manner if such insufficiency, inaccuracy or failure is attributable to the Lessee. Each Indemnitee agrees that it will promptly forward to the Lessee any notice, xxxx or any advice received by it concerning any such Fees, Taxes and Other Charges and will, at Lessee's expense, use its reasonable best efforts and take such lawful and reasonable steps as may be proposed by the Lessee in writing to minimize any of the same for which the Lessee is responsible under this Section 16.0220.3. (iv4) The amount which the Lessee shall be required to pay to or for the account of any Indemnitee with respect to any Fees, Taxes and Other Charges which are subject to indemnification under this Section 16.02 20.3 shall be an amount sufficient to restore the Indemnitee to the same position the Indemnitee would have been in had such Fees, Taxes and Other Charges not been incurred or imposed. If the payment by the Lessee under this Section 16.02 20.3 of an amount equal to such Fees, Taxes and Other Charges would be more or less than the amount which would be required to make such Indemnitee whole as a result of any tax effect to an Indemnitee in connection with such payment of such Fees, Taxes or Other Charges, including, without limitation (Ai) the inclusion of any payment to be made by the Lessee under this Section 16.02 20.3 in the taxable income of any indemnitee Indemnitee in one year and the deduction of the Fees, Taxes and Other Charges with respect to which such payment is made from the taxable income of such Indemnitee in a different year, (Bii) the nondeductibility of such Fees, Taxes and Other Charges from the taxable income of such Indemnitee or (Ciii) the anticipated realization by such Indemnitee in a different year of tax benefits resulting from the transaction giving rise to such Fees, Taxes and Other Charges, the amount of the indemnity to be paid by the Lessee shall be adjusted to an amount which (after taking into account all tax effects on such Indemnitee, any loss of use of money resulting from differences in timing between the inclusion of such indemnity in the taxable income of such Indemnitee and the anticipated realization by such Indemnitee of tax benefits resulting from the transaction to which such indemnity is related and the present value of any anticipated future tax benefits to be realized by such Indemnitee as a result of deducting such Fees, Taxes and Other Charges or as a result of the transaction giving rise thereto) will be sufficient to place the Indemnitee in the same position such Indemnitee would have been in had such Fees, Taxes and Other Charges not been imposed. All computations for purposes hereof shall be based on tax rates in effect on the date payment pursuant to this Section 16.02 20.3 is made. Computations involving the loss of use of money or calculations of present value shall be based on the Overdue Prime Rate as adjusted for applicable income tax effects and compounded monthly semi-annually on the Basic Rent Payment Dates. In the case of any dispute with regard to the computations made pursuant to this paragraph procedures similar to those described in Section 6 of the Tax Indemnification Agreement will be utilized to resolve such dispute. Each Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with taxing authorities to seek and claim all tax benefits available with respect to items referred to herein. This paragraph (4) also shall apply, mutatis mutandis, for the purpose of determining the amount which the Lessee shall be required to pay to or for the account of any Indemnitee with respect to any Indemnified Expenses which are subject to indemnification under Section 20.1 hereof.