Common use of Payments to the Lessee Clause in Contracts

Payments to the Lessee. (1) If any Tax Indemnitee or any Affiliate of any Tax Indemnitee actually shall realize a Tax benefit (whether by way of deduction, credit, allocation or apportionment or otherwise) with respect to a Tax not indemnifiable hereunder which would not have been realized but for any Tax, Claim or other cost or expense with respect to which Lessee has reimbursed or indemnified such Tax Indemnitee on an After-Tax Basis pursuant to the Operative Documents, which benefit was not previously taken into account in determining the amount of the Lessee's payment to such Tax Indemnitee, such Tax Indemnitee shall pay to the Lessee, on an After-Tax Basis, an amount equal to the amount of such Tax benefit; provided, however, that no payment shall be made as long as a Payment Default or a Lease Event of Default is continuing; provided further, however, that no Tax Indemnitee shall be required to pay to the Lessee any Tax benefit to the extent such payment is greater than the amount of such Taxes, Claims, costs or expenses in respect of which the reimbursement or indemnification was paid by Lessee, reduced by all prior payments by such Tax Indemnitee under this Section 13(d) in respect of such amount; any payment to the Lessee which is so limited shall, to the extent of such unpaid excess, be carried over and shall be available to offset any future obligations of the Lessee under this Section 13). If such repaid Tax benefit is thereafter lost, the additional Tax payable shall be treated as a Tax indemnifiable hereunder without regard to the exclusions set forth in Section 13 (other than clause (c)(7)). (2) 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, which refund or credit was not previously taken into account in determining the amount of the Lessee's payment to such Tax Indemnitee, such Tax Indemnitee shall pay to the Lessee, on an After-Tax Basis, an amount equal to the amount of such refund, plus any interest received by or credited to such Tax Indemnitee with respect to such refund; provided, however, that no such payment shall be made as long as a Payment Default or a Lease Event of Default is continuing. (3) The Tax Indemnitee will, at the Lessee's expense, pursue refunds and tax benefits that would result in any such payments to the Lessee, but only if the Tax Indemnitee has been notified in writing by the Lessee that such refunds or tax benefits are available.

Payments to the Lessee. (1) If any Tax Indemnitee or any Affiliate of any Tax Indemnitee actually shall realize a Tax benefit (whether by way of deduction, credit, allocation or apportionment or otherwise) with respect to a Tax not indemnifiable hereunder which would not have been realized but for any Tax, Claim or other cost or expense Tax with respect to which Lessee has reimbursed or indemnified such Tax Indemnitee on an After-Tax Basis pursuant to the Operative Documents, which benefit was not previously taken into account in determining the amount of the Lessee's payment to such Tax Indemnitee, such Tax Indemnitee shall pay to the Lessee, on an After-Tax Basis, an amount equal to the amount of such Tax benefit; provided, however, that no payment shall be made as long as a Payment Default or a Lease Event of Default is continuing; provided further, however, that no Tax Indemnitee shall be required to pay to the Lessee any Tax benefit to the extent such payment is greater than the amount of such Taxes, Claims, costs or expenses Taxes in respect of which the reimbursement or indemnification was paid by Lessee, reduced by all prior payments by such Tax Indemnitee under this Section 13(d) in respect of such amount; any payment to the Lessee which is so limited shall, to the extent of such unpaid excess, be carried over and shall be available to offset any future obligations of the Lessee under this Section 13). If such repaid Tax benefit is thereafter lost, the additional Tax payable shall be treated as a Tax indemnifiable hereunder without regard to the exclusions set forth in Section 13 (other than clause (c)(7))13. (2) 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, which refund or credit was not previously taken into account in determining the amount of the Lessee's payment to such Tax Indemnitee, such Tax Indemnitee shall pay to the Lessee, on an After-Tax Basis, an amount equal to the amount of such refund, plus any interest received by or credited to such Tax Indemnitee with respect to such refund; provided, however, that no such payment shall be made as long as a Payment Default or a Lease Event of Default is continuing. (3) The Tax Indemnitee will, at the Lessee's expense, pursue refunds and tax benefits that would result in any such payments to the Lessee, but only if the Tax Indemnitee has been notified in writing by the Lessee that such refunds or tax benefits are available.

Payments to the Lessee. (1) If any Tax Indemnitee or any Affiliate of any Tax Indemnitee actually shall realize realizes a Tax benefit (whether by way of deduction, credit, allocation or apportionment or otherwise) ), other than a refund or credit described in paragraph (2), with respect to a Tax not indemnifiable hereunder which would not have been realized but for any indemnity payment or any Tax, Claim or other cost or expense with respect to which Lessee has reimbursed or indemnified such Tax Indemnitee on an After-Tax Basis pursuant (or but for the circumstances that give rise to the Operative Documentssuch Tax, Claims, cost or expenses or indemnity or payment), which benefit was not previously taken into account in determining the amount of the Lessee's payment to such Tax Indemnitee, such Tax Indemnitee shall pay to the Lessee, on an After-Tax Basis, an amount equal to the amount of such Tax benefit; provided, however, that no payment shall be made as long as a Payment Default or a Lease Event of Default is continuing; provided further, however, that no Tax Indemnitee shall be required to pay to the Lessee any Tax benefit to the extent such payment is greater than the amount of such Taxes, Claims, costs or expenses in respect of which the reimbursement or indemnification was paid by Lessee, reduced by all prior payments by such Tax Indemnitee under this Section 13(d13(e) in respect of such amount; any payment to the Lessee which is so limited shall, to the extent of such unpaid excess, be carried over and shall be available to offset any future obligations of the Lessee under this Section 13). If such repaid Tax benefit is thereafter lost, the additional Tax payable shall be treated as a Tax indemnifiable hereunder without regard to the exclusions set forth in Section 13 (other than clause (c)(7)). (2) Upon receipt by a Tax Indemnitee of a refund or credit of all or part of any Taxes paid or indemnified against by the LesseeLessee or tax benefit (other than one described in paragraph 1), which refund refund, credit or credit tax benefit was not previously taken into account in determining the amount of the Lessee's payment to such Tax Indemnitee, such Tax Indemnitee shall pay to the Lessee, on an After-Tax Basis, an amount equal to the amount of such refund, plus any interest received by or credited to such Tax Indemnitee with respect to such refund; provided, however, that no such payment shall be made as long as a Payment Default or a Lease Event of Default is continuing. (3) The Tax Indemnitee will, at the Lessee's expense, pursue refunds and tax benefits that would result in any such payments to the Lessee, but only if the Tax Indemnitee has been notified in writing by the Lessee that such refunds or tax benefits are available.Tax

Payments to the Lessee. (1i) If any Tax Indemnitee or any Affiliate of any Tax Indemnitee actually shall realize a net Tax benefit with respect to a Tax not indemnifiable hereunder as a result of any Taxes paid or indemnified against by the Lessee under this Section 7.1 (whether by way of deduction, credit, allocation or apportionment or otherwise) with respect to a Tax not indemnifiable hereunder which would not have been realized but for any Tax, Claim or other cost or expense with respect to which Lessee has reimbursed or indemnified such Tax Indemnitee on an After-Tax Basis pursuant to the Operative Documents), which benefit was not previously taken into account in determining the amount of the Lessee's payment to such Tax Indemnitee, such Tax Indemnitee shall pay to the LesseeLessee an amount, on an After-Tax Basis, an amount equal to the amount of such net Tax benefitbenefit attributable to the payment being made to the Lessee hereunder; provided, however, that no payment shall be made as if, and so long as a Payment Default or as, a Lease Event of Default shall have occurred and be continuing, and, in the case of a Lender Indemnitee, any payment then due to such Lender Indemnitee under the Operative Agreements has not been paid, the Tax Indemnitee may hold such amount for the benefit of the Lessee and shall pay such amount to the Lessee promptly following the date on which the Lease Event of Default is continuingno longer continuing and, in the case of a Lender Indemnitee, such payment to such Lender Indemnitee has been made; provided further, however, that no Tax Indemnitee shall be required to pay to the Lessee any Tax benefit to the extent such payment is greater than benefit (determined without regard to the reverse gross-up amount) exceeds the indemnity received by such Tax Indemnitee (determined without regard to the gross- up amount), with such excess to be carried over and applied against any future obligation of the Lessee to indemnify such Tax Indemnitee under the Operative Agreements. In the case of a Lender Indemnitee, such Lender Indemnitee may determine in its sole discretion whether to claim a Tax credit as distinguished from a Tax deduction for any Tax and such treatment shall be applied for purposes of determining the amount of such Taxes, Claims, costs or expenses in respect of which the reimbursement or indemnification was paid by Lessee, reduced by all prior payments by such Tax Indemnitee under this Section 13(d) in respect of such amount; any payment to the Lessee which is so limited shall, to the extent of such unpaid excess, be carried over and shall be available to offset any future obligations of the Lessee under this Section 13)benefit. If such repaid Tax benefit is thereafter lost, the additional Tax payable shall be treated as a Tax indemnifiable hereunder without regard to the exclusions set forth in Section 13 (other than clause (c)(7))7.1(c) except if, and to the extent, such loss results solely from such Tax Indemnitee's gross negligence or willful misconduct. (2ii) 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, which refund or credit was not previously taken into account in determining the amount of the Lessee's payment to such Tax Indemnitee, such Tax Indemnitee shall pay to the Lessee, on an After-Tax Basis, an amount equal to the amount of such refund, refund plus any interest received by or credited to such Tax Indemnitee with respect to such refund; providedprovided that if, howeverand so long as, that no a Lease Event of default shall have occurred and be continuing, and, in the case of a Lender Indemnitee, any payment to such payment Lender Indemnitee under the Operative Agreements then due has not been paid, the Tax Indemnitee may hold such amount for the benefit of the Lessee and shall be made as long as a Payment Default or a pay such amount to the Lessee promptly following the date on which the Lease Event of Default is continuingno longer continuing and, in the case of a Lender Indemnitee, such payment has been made. If it is later determined that the Tax Indemnitee was not entitled to such refund or credit, the portion of such refund that is repaid, recaptured or disallowed will be treated as a Tax indemnifiable hereunder without regard to the exclusions set forth in Section 7.1(c) except if, and to the extent, such loss, recapture or disallowance results solely from such Tax Indemnitee s gross negligence or willful misconduct. (3iii) The Tax Indemnitee will, at the Lessee's expense, pursue refunds and tax Tax benefits that would result in any such payments to the Lessee, but only if (x) the Tax Indemnitee has been notified in writing by the Lessee that such refunds or tax Tax benefits are available, and (y) in the case of a Lender Indemnitee, the pursuit of such refund or Tax benefit shall not, in the sole discretion of such Lender Indemnitee, exercised in good faith, result in any adverse consequence to such Lender Indemnitee.