Common use of Payments to Lessee Clause in Contracts

Payments to Lessee. With respect to any payment or indemnity hereunder, such payment or indemnity shall have included an amount payable to the Tax Indemnitee sufficient to hold such Tax Indemnitee harmless on an After-Tax Basis from all Taxes required to be paid by such Tax Indemnitee with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in or of the United States, or under the laws of any taxing authority or governmental subdivision in or of a foreign country; provided that, if both (w) any Tax Indemnitee determines in it sole discretion that is has recognized either (1) a credit or refund of any Indemnified Tax, or (2) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of the Lessee's indemnity or payment under this Section 7.1; and (x) such credit, refund or reduction was not taken into account in computing such payment or indemnity by the Lessee ("Tax Savings"), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) such Tax Savings, over (z) the sum of (I) any tax benefit realized by the Lessee as a result of this payment by such Tax Indemnitee, plus (II) any Taxes imposed on such Tax Indemnitee by reason of its receipt or accrual of the Lessee's indemnity or payment; provided further that, (i) if at the time such payment shall be due to the Lessee, a Lease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Lease Event of Default shall have been cured, and (ii) the amount that such Tax Indemnitee shall be required to pay to the Lessee shall not exceed the amounts that the Lessee has theretofore paid such Tax Indemnitee under this Section 7.1 with respect to such indemnity relating to the same Tax Claim, less the amount of all prior payments made to the Lessee in respect of such indemnity or a substantially identical indemnity under this section 7.1(f). If it is subsequently determined that the Tax Indemnitee was not entitled to such tax benefit for which payment was made to the Lessee hereunder, the amount of such tax benefit that is required to be repaid or recaptured will be treated as Taxes for which the Lessee must indemnify the Tax Indemnitee pursuant to this Section 7.1 without regard to paragraph (c) hereof. For purposes of this Section 7.1, in determining the order in which the consolidated (for federal income tax purposes) group to which such Tax Indemnitee belongs utilizes withholding or other foreign taxes as a credit against such group's United States income taxes, such Tax Indemnitee (and such group) shall be deemed to utilize (i) first, all foreign taxes other than those described in clauses (ii) and (iii) below; provided, however, that such other foreign taxes that are carried back to the taxable year for which a determination is being made pursuant to such clause (i) shall be deemed utilized after the foreign taxes described in clause (ii) below, (ii) then, on a pari passu basis, the foreign taxes indemnified hereunder together with all other foreign taxes (including fees, taxes and other charges hereunder) with respect to which such Tax Indemnitee (or any member of such group) is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, financing document or participation agreement (including, without limitation, this Agreement) pursuant to which there is an agreement that foreign taxes shall be, or shall be deemed to be, utilized on a basis no less favorable to the indemnitor than those contemplated in this paragraph, and (iii) third, foreign taxes attributable to transactions entered into by such Tax Indemnitee (or any member of such group) that did not provide for foreign taxes to be utilized or deemed utilized on at least a pari passu basis.

Payments to Lessee. With respect to any payment or indemnity hereunder, such payment or indemnity shall have included an amount payable to the Tax Indemnitee sufficient to hold such Tax Indemnitee harmless on an After-After- Tax Basis from all Taxes required to be paid by such Tax Indemnitee with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in or of the United States, or under the laws of any taxing authority or governmental subdivision in or of a foreign country; provided that, if both (w) any Tax Indemnitee determines in it sole discretion that is has recognized either (1) realizes and recognizes a credit or refund permanent tax benefit by reason of any Indemnified Tax, or (2) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of the Lessee's indemnity or payment under this Section 7.1; and (x) such credit, refund or reduction was not taken into account in computing such payment or indemnity (whether such tax benefit shall be by the Lessee ("Tax Savings"means of a foreign tax credit, investment tax credit, depreciation or recovery deduction or otherwise), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) such Tax Savings, over (z) the sum of (I) such tax benefit plus any tax benefit realized by as the Lessee as a result of any payment made pursuant to this payment by such Tax Indemniteeproviso, plus (II) any Taxes imposed on such Tax Indemnitee by reason of its receipt or accrual of when, as, if and to the Lessee's indemnity or paymentextent realized; provided further that, (i) if at the time such payment shall be due to the Lessee, a Lease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Lease Event of Default shall have been cured, and (ii) the amount that which such Tax Indemnitee shall be required to pay to the Lessee shall not exceed the amounts that which 63 Participation Agreement (TRLI 2001-1B) the Lessee has theretofore paid such Tax Indemnitee under this Section 7.1 hereunder with respect to such indemnity relating to the same Tax Claim, less the amount of all prior payments made to the Lessee in respect of such indemnity or a substantially identical indemnity under this section 7.1(f). If it is subsequently determined that the Tax Indemnitee was not entitled to such tax benefit for which payment was made to the Lessee hereunder, the amount of such tax benefit that is required to be repaid or recaptured will be treated as Taxes for which the Lessee must indemnify the Tax Indemnitee pursuant to this Section 7.1 without regard to paragraph (c) hereofindemnity. For purposes of this Section 7.1, in determining the order in which the consolidated (for federal income tax purposes) group to which such Tax Indemnitee belongs utilizes withholding or other foreign taxes as a credit against such group's United States income taxes, such Tax Indemnitee (and such group) shall be deemed to utilize (i) first, all foreign taxes other than those described in clauses (ii) and (iii) below; provided, however, that such other foreign taxes that which are carried back to the taxable year for which a determination is being made pursuant to such clause (i) shall be deemed utilized after the foreign taxes described in clause (ii) below, (ii) then, on a pari passu basis, the foreign taxes indemnified hereunder together with all other foreign taxes (including fees, taxes and other charges hereunder) with respect to which such Tax Indemnitee (or any member of such group) is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, financing document or participation agreement (including, without limitation, this Agreement) pursuant to which there is an agreement that foreign taxes shall be, or shall be deemed to be, utilized on a basis no less favorable to the indemnitor than those contemplated in this paragraph, and (iii) third, foreign taxes attributable to transactions entered into by such Tax Indemnitee (or any member of such group) that which did not provide for foreign taxes to be utilized or deemed utilized on at least a pari passu basis.

Payments to Lessee. With respect to any payment or indemnity hereunder, such payment or indemnity shall have included an amount payable to the Tax Indemnitee sufficient to hold such Tax Indemnitee harmless on an After-After- Tax Basis from all Taxes required to be paid by such Tax Indemnitee with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in or of the United States, or under the laws of any taxing authority or governmental subdivision in or of a foreign country; provided that, if both (w) any Tax Indemnitee determines in it sole discretion that is has recognized either (1) realizes and recognizes a credit or refund permanent tax benefit by reason of any Indemnified Tax, or (2) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of the Lessee's indemnity or payment under this Section 7.1; and (x) such credit, refund or reduction was not taken into account in computing such payment or indemnity (whether such tax benefit shall be by the Lessee ("Tax Savings"means of a foreign tax credit, investment tax credit, depreciation or recovery deduction or otherwise), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) such Tax Savings, over (z) the sum of (I) such tax benefit plus any tax benefit realized by as the Lessee as a result of any payment made pursuant to this payment by such Tax Indemniteeproviso, plus (II) any Taxes imposed on such Tax Indemnitee by reason of its receipt or accrual of when, as, if and to the Lessee's indemnity or paymentextent realized; provided further that, (i) if at the time such payment shall be due to the Lessee, a Lease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Lease Event of Default shall have been cured, and (ii) the amount that which such Tax Indemnitee shall be required to pay to the Lessee shall not exceed the amounts that which the Lessee has theretofore paid such Tax Indemnitee under this Section 7.1 hereunder with respect to such indemnity relating to the same Tax Claim, less the amount of all prior payments made to the Lessee in respect of such indemnity or a substantially identical indemnity under this section 7.1(f). If it is subsequently determined that the Tax Indemnitee was not entitled to such tax benefit for which payment was made to the Lessee hereunder, the amount of such tax benefit that is required to be repaid or recaptured will be treated as Taxes for which the Lessee must indemnify the Tax Indemnitee pursuant to this Section 7.1 without regard to paragraph (c) hereofindemnity. For purposes of this Section 7.1, in determining the order in which the consolidated (for federal income tax purposes) group to which such Tax Indemnitee belongs utilizes withholding or other foreign taxes as a credit against such group's United States income taxes, such Tax Indemnitee (and such group) shall be deemed to utilize (i) first, all foreign taxes other than those described in clauses (ii) and (iii) below; provided, however, that such other foreign taxes that which are carried back to the taxable year for which a determination is being made pursuant to such clause (i) shall be deemed utilized after the foreign taxes described in clause (ii) below, (ii) then, on a pari passu basis, the foreign taxes indemnified hereunder together with all other foreign taxes (including fees, taxes and other charges hereunder) with respect to which such Tax Indemnitee (or any member of such group) is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, financing document or participation agreement (including, without limitation, this Agreement) pursuant to which there is an agreement that foreign taxes shall be, or shall be deemed to be, utilized on a basis no less favorable to the indemnitor than those contemplated in this paragraph, and (iii) third, foreign taxes attributable to transactions entered into by such Tax Participation Agreement (TRLI 2001-1C) Indemnitee (or any member of such group) that which did not provide for foreign taxes to be utilized or deemed utilized on at least a pari passu basis.

Payments to Lessee. With respect to any payment or indemnity ------------------ hereunder, such payment or indemnity shall have included an amount payable to the Tax Indemnitee sufficient to hold such Tax Indemnitee harmless on an After-After- Tax Basis from all Taxes taxes required to be paid by such Tax Indemnitee with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in or of the United States, or under the laws of any taxing authority or governmental subdivision in or of a foreign country; provided that, if both (w) any Tax Indemnitee determines in it sole discretion that is has recognized either (1) realizes and recognizes a credit or refund permanent tax benefit by reason of any Indemnified Tax, or (2) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of the Lessee's indemnity or payment under this Section 7.1; and (x) such credit, refund or reduction was not taken into account in computing such payment or indemnity (whether such tax benefit shall be by the Lessee ("Tax Savings"means of a foreign tax credit, investment tax credit, depreciation or recovery deduction or otherwise), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) such Tax Savings, over (z) the sum of (I) such tax benefit plus any tax benefit realized by as the Lessee as a result of any payment made pursuant to this payment by such Tax Indemniteeproviso, plus (II) any Taxes imposed on such Tax Indemnitee by reason of its receipt or accrual of when, as, if and to the Lessee's indemnity or paymentextent realized; provided further that, (i) if at the time such payment shall be due to the Lessee, Lessee a Lease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Lease Event 49 of Default shall have been cured, and (ii) the amount that which such Tax Indemnitee shall be required to pay to the Lessee shall not exceed the amounts that which the Lessee has theretofore paid such Tax Indemnitee under this Section 7.1 hereunder with respect to such indemnity relating to the same Tax Claim, less the amount of all prior payments made to the Lessee in respect of such indemnity or a substantially identical indemnity under this section 7.1(f). If it is subsequently determined that the Tax Indemnitee was not entitled to such tax benefit for which payment was made to the Lessee hereunder, the amount of such tax benefit that is required to be repaid or recaptured will be treated as Taxes for which the Lessee must indemnify the Tax Indemnitee pursuant to this Section 7.1 without regard to paragraph (c) hereofindemnity. For purposes of this Section 7.1, in determining the order in which the consolidated (for federal income tax purposes) group to which such any Tax Indemnitee belongs utilizes withholding or other foreign taxes as a credit against such groupTax Indemnitee's United States income taxes, such Tax Indemnitee (and such group) shall be deemed to utilize (i) first, all foreign taxes other than those described in clauses clause (ii) and (iii) below; provided, however, that such other foreign taxes that which are carried back to the taxable year for which a determination is being made pursuant to such clause paragraph (i) shall be deemed utilized after the foreign taxes described in clause (ii) below, and (ii) then, on a pari passu pro rata basis, the foreign taxes indemnified hereunder together with all other foreign taxes (including fees, taxes and other charges hereunder) with respect to which such Tax Indemnitee (or any member of such group) is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, financing document or participation agreement (including, without limitation, this Agreement) pursuant to which there is an agreement that foreign taxes shall be, or shall be deemed to be, utilized on a basis no less favorable to the indemnitor than those contemplated in this paragraph, and (iii) third, foreign taxes attributable to transactions entered into by such Tax Indemnitee (or any member of such group) that did not provide for foreign taxes to be utilized or deemed utilized on at least a pari passu basis).

Payments to Lessee. With respect to any payment or indemnity hereunder, such payment or indemnity shall have included an amount payable to the Tax Indemnitee sufficient to hold such Tax Indemnitee harmless on an After-After- Tax Basis from all Taxes required to be paid by such Tax Indemnitee with respect to such payment or indemnity under the laws of any federal, state or local government or taxing authority in or of the United States, or under the laws of any taxing authority or governmental subdivision in or of a foreign country; provided that, if both (w) any Tax Indemnitee determines in it sole discretion that is has recognized either (1) realizes and recognizes a credit or refund permanent tax benefit by reason of any Indemnified Tax, or (2) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of the Lessee's indemnity or payment under this Section 7.1; and (x) such credit, refund or reduction was not taken into account in computing such payment or indemnity (whether such tax benefit shall be by the Lessee ("Tax Savings"means of a foreign tax credit, investment tax credit, depreciation or recovery deduction or otherwise), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) such Tax Savings, over (z) the sum of (I) such tax benefit plus any tax benefit realized by as the Lessee as a result of any payment made pursuant to this payment by such Tax Indemniteeproviso, plus (II) any Taxes imposed on such Tax Indemnitee by reason of its receipt or accrual of when, as, if and to the Lessee's indemnity or paymentextent realized; provided further that, (i) if at the time such payment shall be due to the Lessee, a Lease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Lease Event of Default shall have been cured, and (ii) the amount that which such Tax Indemnitee shall be required to pay to the Lessee shall not exceed the amounts that which the Lessee has theretofore paid such Tax Indemnitee under this Section 7.1 hereunder with respect to such indemnity relating to the same Tax Claim, less the amount of all prior payments made to the Lessee in respect of such indemnity or a substantially identical indemnity under this section 7.1(f). If it is subsequently determined that the Tax Indemnitee was not entitled to such tax benefit for which payment was made to the Lessee hereunder, the amount of such tax benefit that is required to be repaid or recaptured will be treated as Taxes for which the Lessee must indemnify the Tax Indemnitee pursuant to this Section 7.1 without regard to paragraph (c) hereofindemnity. For purposes of this Section 7.1, in determining the order in which the consolidated (for federal income tax purposes) group to which such Tax Indemnitee belongs utilizes withholding or other foreign taxes as a credit against such group's United States income taxes, such Tax Indemnitee (and such group) shall be deemed to utilize (i) first, all foreign taxes other than those described in clauses (ii) and (iii) below; provided, however, that such other foreign taxes that which are carried back to the taxable year for which a determination is being made pursuant to such clause (i) shall be deemed utilized after the foreign taxes described in clause (ii) below, (ii) then, on a pari passu basis, the foreign taxes indemnified hereunder together with all other foreign taxes (including fees, taxes and other charges hereunder) with respect to which such Tax Indemnitee (or any member of such group) is entitled to obtain indemnification pursuant to an indemnification provision contained in any lease, loan agreement, financing document or participation agreement (including, without limitation, this Agreement) pursuant to which there is an agreement that foreign taxes shall be, or shall be deemed to be, utilized on a basis no less favorable to the indemnitor than those contemplated in this paragraph, and (iii) third, foreign taxes attributable to transactions entered into by such Tax Participation Agreement (TRLI 2001-1C) 73 Indemnitee (or any member of such group) that which did not provide for foreign taxes to be utilized or deemed utilized on at least a pari passu basis.