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-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 (wa) If any Tax Indemnitee determines in it sole discretion that is has recognized either shall realize a Tax benefit (1) a credit or refund net of any Indemnified Tax, Tax detriment not otherwise paid or (2indemnified against by the Lessee hereunder) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of any Taxes paid or indemnified against by the Lessee's indemnity or payment Lessee under this Section 7.1; and 7 (x) such whether by way of deduction, credit, refund allocation or reduction was not taken into account in computing such payment apportionment or indemnity by the Lessee ("Tax Savings"otherwise), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) amount of such Tax Savingsbenefit, over (z) the sum of (I) any tax benefit realized increased by the Lessee as a result of this payment by such Tax Indemnitee, plus 's additional saved Taxes attributable to the payment being made to the Lessee hereunder. (IIb) Upon receipt by a Tax Indemnitee of a refund or credit of all or part of any Taxes imposed on paid or indemnified against by the Lessee, such Tax Indemnitee shall pay to the Lessee an amount equal to the amount of such refund plus any interest received by reason or credited to such Tax Indemnitee with respect to such refund increased or decreased, as the case may be, by the Tax Indemnitee's net additional or saved taxes attributable to the receipt of its receipt or accrual of such amounts from the Lessee's indemnity or payment; provided further that, taxing authority and the payment being made to the Lessee hereunder. (ic) if If at the time such a payment described in Section 7.5(a) or (b) shall be due to the Lessee, Lessee a Lease Default or Lease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Lease Default or Lease Event of Default shall have been cured, and . (iid) the amount that such The aggregate of all amounts paid by a 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 7.5 shall in no case exceed the sum of all amounts paid 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 taxesby the Lessee, 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; providedcontest costs, however, that such other foreign taxes that are carried back plus amounts payable 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 basisLessee under Section 7.5(b).

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.

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; 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.. 66

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; 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 66 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.clauses

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 (wi) If any Tax Indemnitee determines in it sole discretion that is has recognized either shall realize a Tax benefit (1) a credit or refund net of any Indemnified Tax, Tax detriment not otherwise paid or (2indemnified against by the Lessee hereunder) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of any Taxes paid or indemnified against by the Lessee's indemnity or payment Lessee under this Section 7.1; and 7.1 (x) such whether by way of deduction, credit, refund allocation or reduction was not taken into account in computing such payment apportionment or indemnity by the Lessee ("Tax Savings"otherwise), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) amount of such Tax Savingsbenefit, over (z) the sum of (I) any tax benefit realized increased by the Lessee as a result of this payment by such Tax Indemnitee, plus 's additional saved Taxes attributable to the payment being made to the Lessee hereunder. (IIii) Upon receipt by a Tax Indemnitee of a refund or credit of all or part of any Taxes imposed on such Tax Indemnitee paid or indemnified against 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 an amount equal to the amounts that the Lessee has theretofore paid amount of such refund plus any interest received by or credited to such Tax Indemnitee under this Section 7.1 with respect to such indemnity relating refund increased or decreased, as the case may be, by the Tax Indemnitee's net additional or saved taxes attributable to the same receipt of such amounts from the taxing authority and the payment being made to the Lessee hereunder. (iii) To the extent the amount of a payment by the Tax Claim, Indemnitee to the Lessee under clause (i) or (ii) above would exceed the amount of all prior payments by the Lessee to the Tax Indemnitee pursuant to paragraph (b) 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 by the Tax Indemnitee pursuant to this Section 7.1 without regard to paragraph (ce), such excess shall not be paid but instead shall be carried forward and shall reduce the Lessee's obligations to make subsequent payments under paragraph (b) hereof. For purposes of this Section 7.1, in determining to the order in which the consolidated Tax Indemnitee. (for federal income tax purposesiv) group to which such The Tax Indemnitee belongs utilizes withholding shall in good faith file its Tax returns and deal with taxing authorities to seek and claim any such tax benefits 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 basisrefunds.

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 (wa) If any Tax Indemnitee determines in it sole discretion that is has recognized either shall realize a ------------------ Tax benefit (1) a credit or refund net of any Indemnified Tax, Tax detriment not otherwise paid or (2indemnified against by the Lessee hereunder) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of any Taxes paid or indemnified against by the Lessee's indemnity or payment Lessee under this Section 7.1; and 7 (x) such whether by way of deduction, credit, refund allocation or reduction was not taken into account in computing such payment apportionment or indemnity by the Lessee ("Tax Savings"otherwise), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) amount of such Tax Savingsbenefit, over (z) the sum of (I) any tax benefit realized increased by the Lessee as a result of this payment by such Tax Indemnitee, plus 's additional saved Taxes attributable to the payment being made to the Lessee hereunder. (IIb) Upon receipt by a Tax Indemnitee of a refund or credit of all or part of any Taxes imposed on paid or indemnified against by the Lessee, such Tax Indemnitee shall pay to the Lessee an amount equal to the amount of such refund plus any interest received by reason or credited to such Tax Indemnitee with respect to such refund increased or decreased, as the case may be, by the Tax Indemnitee's net additional or saved taxes attributable to the receipt of its receipt or accrual of such amounts from the Lessee's indemnity or payment; provided further that, taxing authority and the payment being made to the Lessee hereunder. (ic) if If at the time such a payment described in Section 7.5(a) or (b) hereof shall be due to the Lessee, Lessee a Lease Default or Lease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Lease Default or Lease Event of Default shall have been cured, and . (iid) the amount that such The aggregate of all amounts paid by a 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 7.5 shall in no case exceed the sum of all amounts paid to paragraph such Tax Indemnitee by the Lessee, other than contest costs, plus amounts payable to the Lessee under clause (cb) 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 basis7.5.

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 (wi) If any Tax Indemnitee determines in it sole discretion that is has recognized either shall realize a Tax benefit (1) a credit or refund net of any Indemnified Tax, Tax detriment not otherwise paid or (2indemnified against by the Lessee hereunder) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of any Taxes paid or indemnified against by the Lessee's indemnity or payment Lessee under this Section 7.1; and 7.1 (x) such whether by way of deduction, credit, refund allocation or reduction was not taken into account in computing such payment apportionment or indemnity by the Lessee ("Tax Savings"otherwise), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) amount of such Tax Savingsbenefit, over (z) increased by the sum of (I) Tax Indemnitee's additional saved Taxes attributable to the payment being made to the Lessee hereunder; provided, however, that in no event -------- ------- shall the aggregate amount paid by any tax Tax Indemnitee to the Lessee with respect to any realized Tax benefit realized exceed the aggregate amount previously advanced by the Lessee as with respect to such Taxes (in each case, computed on a result of this payment by pre-tax basis) but provided, further, that such Tax Indemnitee, plus (II) excess shall be -------- ------- carried forward to reduce or offset any Taxes imposed on such Tax Indemnitee by reason of its receipt or accrual future obligations of the Lessee's indemnity or payment; provided further that, (i) if at the time such payment shall be due Lessee 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 7.1. (ii) Upon receipt by a Tax Indemnitee of a refund or credit of all or part of any Taxes paid or indemnified against by the Lessee, such Tax Indemnitee shall pay to the Lessee an amount equal to the amount of such refund plus any interest received by or credited to such Tax Indemnitee with respect to such indemnity relating refund increased or decreased, as the case may be, by the Tax Indemnitee's net additional or saved taxes attributable to the same Tax Claim, less the amount of all prior payments made to the Lessee in respect receipt of such indemnity or a substantially identical indemnity under this section 7.1(f). If it is subsequently determined that amounts from the Tax Indemnitee was not entitled to such tax benefit for which taxing authority and the payment was being made to the Lessee hereunder, the amount of . (iii) The Tax Indemnitee shall in good faith file its Tax returns and deal with taxing authorities to seek and claim any such tax benefits or refunds. (iv) Any disallowance or other loss of a tax refund, credit, savings or other benefit that is required to be repaid by a Tax Indemnitee, which refund, credit, savings or recaptured will other benefit was taken into account under this Section 7.1, shall be treated as Taxes for which a tax indemnifiable by the Lessee must indemnify the Tax Indemnitee pursuant to under this Section 7.1 without regard to paragraph the exclusions in Section 7.1(c) (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 clause (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 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-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 (wi) If any Tax Indemnitee determines in it sole discretion that is has recognized either shall realize a Tax benefit (1) a credit or refund net of any Indemnified Tax, Tax detriment not otherwise paid or (2indemnified against by the Lessee hereunder) a reduction in Taxes that are not Indemnified Taxes, in either case as a result of any Taxes paid or indemnified against by the Lessee's indemnity or payment Lessee under this Section 7.1; and 7.1 (x) such whether by way of deduction, credit, refund allocation or reduction was not taken into account in computing such payment apportionment or indemnity by the Lessee ("Tax Savings"otherwise), then such Tax Indemnitee shall pay to the Lessee an amount equal to the excess of: (y) amount of such Tax Savingsbenefit, over (z) increased by the sum of (I) Tax Indemnitee's additional saved Taxes attributable to the payment being made to the Lessee hereunder; provided, however, that in no event shall the aggregate amount paid by any tax Tax Indemnitee to the Lessee with respect to any realized Tax benefit realized exceed the aggregate amount previously advanced by the Lessee as with respect to such Taxes (in each case, computed on a result of this payment by pre-tax basis) but provided, further, that such Tax Indemnitee, plus (II) excess shall be carried forward to reduce or offset any Taxes imposed on such Tax Indemnitee by reason of its receipt or accrual future obligations of the Lessee's indemnity or payment; provided further that, (i) if at the time such payment shall be due Lessee 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 7.1. (ii) Upon receipt by a Tax IndemnItee of a refund or credit of all or part of any Taxes paid or indemnified against by the Lessee, such Tax Indemnitee shall pay to the Lessee an amount equal to the amount of such refund plus any interest received by or credited to such Tax Indemnitee with respect to such indemnity relating refund increased or decreased, as the case may be, by the Tax Indemnitee's net additional or saved taxes attributable to the same Tax Claim, less the amount of all prior payments made to the Lessee in respect receipt of such indemnity or a substantially identical indemnity under this section 7.1(f). If it is subsequently determined that amounts from the Tax Indemnitee was not entitled to such tax benefit for which taxing authority and the payment was being made to the Lessee hereunder, the amount of . (iii) The Tax Indemnitee shall in good faith file its Tax returns and deal with taxing authorities to seek and claim any such tax benefits or refunds. (iv) Any disallowance or other loss of a tax refund, credit, savings or other benefit that is required to be repaid by a Tax Indemnitee, which refund, credit, savings or recaptured will other benefit was taken into account under this Section 7.1, shall be treated as Taxes for which a tax indemnifiable by the Lessee must indemnify the Tax Indemnitee pursuant to under this Section 7.1 without regard to paragraph the exclusions in Section 7.1(c) (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 clause (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).