Common use of Calculation of General Tax Indemnity Payments Clause in Contracts

Calculation of General Tax Indemnity Payments. Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b).

Calculation of General Tax Indemnity Payments. Any payment which the Owner Lessee shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner Lessee pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment deduction or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to such tax benefit deduction or credit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the OwnerLessee, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner Lessee is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner Lessee required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the OwnerLessee's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner Lessee is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner Lessee under this Section 7(b).

Calculation of General Tax Indemnity Payments. Any Notwithstanding any provision contained in Section 29(b)(ii) hereof, any payment which the Owner Sublessee shall be required to make to to, or for the account of of, any Tax Indemnitee Indemnitee, with respect to any Tax (or any payment made in connection with the payment or contest of any Tax) which is subject to indemnification under this Section 7(b29(b) shall be in paid on an amount whichAfter-Tax Basis. Any calculation of an indemnity payment for an inclusion item, after reduction by and of any gross-up of an indemnity or reverse indemnity payment, will be on the amount basis of all Taxes required then-actual Federal, state, and local tax rates applicable to be paid by such Tax Indemnitee in respect of Indemnitee, and based upon the receipt or accrual of such amount and after consideration of any current savings of such assumption that the Tax Indemnitee resulting by way of any deduction, credit or other is fully taxable at such tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunderrates. If, by reason of any Tax payment made to or for the account of If a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee (other than Sublessor or any of its Affiliates subsequently realizes a tax benefit (whether by deductionAffiliates) shall pay any amount to Sublessor pursuant to Section 7(b)(iii) of the Participation Agreement for which Sublessee has previously paid an indemnity under this Section 29, allocationSublessor shall pay such amount to Sublessee within 15 Business Days after Sublessor has received such amount, apportionment or credit after deduction of Sublessor’s reasonable costs and expenses (including a foreign any net tax credit)cost) in connection therewith but not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner an amount equal to the sum excess of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable Sublessee’s prior payments with respect to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent yearTax. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit (including foreign tax credits) referred to in this subsection as to which such Tax Indemnitee Sublessor has made in full the a payment to the Owner Sublessee required hereby (or as to which such Tax Indemnitee Sublessor would have made its payment but for Section 7(b)(viii29(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's Sublessee’s indemnity obligation pursuant to this Section 729(b)) in a taxable year subsequent to the utilization by such the Tax Indemnitee, or any amount required to be paid by Sublessor to a Tax Indemnitee pursuant to the penultimate paragraph of Section 7(b)(iii) of the Participation Agreement, shall be treated as a Tax for which the Owner Sublessee is obligated to indemnify such the relevant Tax Indemnitee or reimburse Sublessor pursuant to the provisions of this Section 7(b29(b), without regard to the exclusions set forth in Section 7(b)(ii29(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b)hereof.

Calculation of General Tax Indemnity Payments. Any payment which the Owner shall be required to make or indemnity to or for the account benefit of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b19.02(a) shall be in an amount which, after reduction by (A) reflect the amount of all Taxes required current net savings available to be paid by such Tax Indemnitee in respect or any Affiliate thereof (computed at the highest marginal rates of federal, state and local tax then applicable to corporations) resulting from the receipt or accrual current deduction of such indemnified Tax, but only to the extent that such indemnified Tax is deductible for federal, state and local tax purposes, and (B) include, after taking into account the savings described in clause (A), the amount and after consideration of any current savings of necessary to hold such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified harmless on an After-Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunderBasis. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner Lessee pursuant to Section 19.01 or this Section 7(b)19.02, or the event or circumstance giving rise to such payment, such Tax Indemnitee Indeninitee or any of its Affiliates subsequently Affiliate thereof or any transferee, successor or assignee thereof, actually realizes a net tax benefit (whether by deductionbenefit, allocationsavings, apportionment deduction or credit (including a foreign tax credit)) not previously taken into account in computing such payment; provided no Lease Default or Lease Event of Default has occurred and is continuing (in which case any amount payable to Lessee on account of such tax benefit, savings, deduction or credit shall not be due unless and until such Lease Default or Lease Event of Default is cured), such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (I) the actual net reduction in Taxes, if any, realized by such Tax Indemnitee or any Affiliate thereof which is attributable to such net tax benefit benefit, savings, deduction or credit and (II) the actual net reduction in any Taxes realized by such Tax Indemnitee or any Affiliate thereof as a the result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii)Notwithstanding the foregoing, items of foreign Tax of any no Tax Indemnitee shall be deemed required to be utilized by such Tax Indemnitee as credits or deductions for make any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation Lessee pursuant to this Section 719.02(d) in a taxable year subsequent to the utilization extent payments by the Tax Indemnitee to the Lessee under this Section 19.02(d) (without regard to amounts necessary to make such payments on an After-Tax Basis) would exceed, in the aggregate, at any time, the amount of all prior payments made by or on behalf of the Lessee to such Tax Indemnitee (without regard to amounts necessary to make such payments on an After-Tax Basis) less the amount of all prior payments made by the Tax Indemnitee to the Lessee (without regard to amounts necessary to make such payments on an After-Tax Basis) pursuant to this Section 19.02(d), but any such excess shall be treated as a reduce pro tanto any amount (without regard to amounts necessary to make such payments on an After-Tax for which Basis) that the Owner Lessee is subsequently obligated to indemnify pay such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b)19.02.

Calculation of General Tax Indemnity Payments. Any payment which the Owner shall be required to make or indemnity to or for the account benefit of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b8.2(a) hereof shall be in an amount which, after reduction by sufficient to restore the amount of all Tax Indemnitee to the same position it would have been in had such Taxes required not been incurred or imposed. Such computations shall (A) reflect the current net savings actually available to be paid by such Tax Indemnitee in respect of or any Affiliate thereof resulting from the receipt credit or accrual deduction of such indemnified Tax or the event or circumstance giving rise thereto and (B) include, after taking into account the savings described in clause (A), the amount and after consideration of any current savings of necessary to hold such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified harmless on an After-Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunderBasis. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner Lessee pursuant to this Section 7(b)8.2 or with respect to any other payment made on an After-Tax Basis, or if by reason of the event or circumstance giving rise to any such payment, such Tax Indemnitee or any of its Affiliates subsequently Affiliate thereof actually realizes a net tax benefit (whether by deductionbenefit, allocationsavings, apportionment deduction or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (I) the actual net reduction in Taxes, if any, realized by such Tax Indemnitee or any Affiliate thereof which is attributable to such net tax benefit benefits, savings, deductions or credits and (II) the actual net reduction in any Taxes realized by such Tax Indemnitee or any Affiliate thereof as a the result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii); provided, items of foreign Tax of any however, that (A) no Tax Indemnitee shall be deemed obligated to be utilized by make any payment pursuant to clause (I) of this Section 8.2(d) to the extent that the amount of such Tax Indemnitee as credits or deductions for any taxable year in accordance with payment would exceed (x) the following priorities: First, amount of all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless prior payments paid by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed Lessee to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), 8.2 without regard to any additional amount paid to allow such payments to be made on an After-Tax Basis, less (y) the exclusions set forth amount of all prior payments pursuant to this Section 8.2(d) and described in clause (I) by such Tax Indemnitee to the Lessee, but any such excess shall reduce pro tanto any amount that the Lessee is subsequently obligated to pay pursuant to this Section 7(b)(ii8.2 and (B) hereof no Tax Indemnitee shall be obligated to make any payment to the Lessee pursuant to this sentence for so long as a Special Default or Lease Event of Default shall have occurred and be continuing (other than clauses (12) but any amounts required to be so paid shall be paid promptly following the cure of any such Special Default or (13) theretoLease Event of Default). Each Tax Indemnitee agrees to use its reasonable efforts, and further agrees to take such actions as the Lessee reasonably requests to realize such reduction, tax benefits or other savings as are available; provided that a Tax Indemnitee shall in good faith use reasonable not be obligated to make such efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim or take any tax savings which would such action that it reasonably believes may result in payments any unindemnified adverse consequences to such Tax Indemnitee or any of its Affiliates or any material adverse consequences (whether or not indemnified) to such Tax Indemnitee or any of its Affiliates. If it is later determined that the Tax Indemnitee was not entitled to a tax benefit for which the Tax Indemnitee has made a payment to the Owner under this Lessee hereunder, the portion of the tax benefit that is disallowed, reduced, lost or recaptured shall be treated as Taxes for which the Lessee must indemnify the Tax Indemnitee, without regard to Section 7(b8.2(b) hereof other than clauses (iv), (v), (vii), (ix), (xi) or (xiv) of Section 8.2(b).

Calculation of General Tax Indemnity Payments. Any payment which the Owner Lessee shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes taxes for which the Owner Lessee is not actually required to indemnify such Tax Indemnitee pursuant to this Section 7(b) hereof or the Tax Indemnity Agreement, Agreement shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax an Indemnitee by the Owner Lessee pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment savings or credit (including a any foreign tax credit)credit and any reduction in Taxes) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to such tax benefit deduction, savings or credit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence; provided, however, that such Indemnitee shall not be obligated to make any payment pursuant to this Section 7(b)(iii) to the extent that the amount calculated pursuant to (I) above would exceed (x) the amount of all prior payments (determined without regard to any amount paid in respect of Taxes required to be paid by such Indemnitee in respect of the receipt or accrual of such amounts received by such Indemnitee) from Lessee pursuant to this Section 7(b), less (y) the portion of all prior payments computed pursuant to (I) above by such Indemnitee to Lessee hereunder. For purposes of this Section 7(b)(iii), ) items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyoneother than those described below in Second; and Second, all available foreign Taxes for which arising out of any equipment leasing transaction to the extent that such Tax Indemnitee was indemnified or held harmless for such Taxes by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), a lessee on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b).which

Calculation of General Tax Indemnity Payments. Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's ’s indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b).

Calculation of General Tax Indemnity Payments. Any Notwithstanding any provision contained in Section 29(b)(ii) hereof, any payment which the Owner Lessee shall be required to make to to, or for the account of of, any Tax Indemnitee Indemnitee, with respect to any Tax (or any payment made in connection with the payment or contest of any Tax) which is subject to indemnification under this Section 7(b29(b) shall be in paid on an amount whichAfter-Tax Basis. Any calculation of an indemnity payment for an inclusion item, after reduction by and of any gross-up of an indemnity or reverse indemnity payment, will be on the amount basis of all Taxes required then-actual Federal, state, and local tax rates applicable to be paid by such Tax Indemnitee in respect of Indemnitee, and based upon the receipt or accrual of such amount and after consideration of any current savings of such assumption that the Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to fully taxable at such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent yearrates. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit (including foreign tax credits) referred to in this subsection as to which such Tax Indemnitee Lessor has made in full the a payment to the Owner Lessee required hereby (or as to which such Tax Indemnitee Lessor would have made its payment but for Section 7(b)(viii29(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's Lessee’s indemnity obligation pursuant to this Section 729(b)) in a taxable year subsequent to the utilization by the Tax Indemnitee, or any amount required to be paid by Lessor to a Tax Indemnitee pursuant to any other agreement with such Tax Indemnitee relating to the Engine shall be treated as a Tax for which the Owner Lessee is obligated to indemnify such the relevant Tax Indemnitee or reimburse Lessor pursuant to the provisions of this Section 7(b29(b), without regard to the exclusions set forth in Section 7(b)(ii29(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b)hereof.

Calculation of General Tax Indemnity Payments. Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee EXHIBIT K-3 which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b).

Calculation of General Tax Indemnity Payments. (a) Any payment which the Owner shall be required to make or indemnity to or for the account benefit of any Tax Indemnitee with respect to any a Tax which is subject to indemnification under this Section 7(b9.2(a) shall be in an amount which, after reduction by (A) (other than payment of Taxes to applicable Governmental Authorities) reflect the amount actual current net savings available to such Indemnitee or any Affiliate thereof resulting from the current deduction of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the event or circumstance giving rise thereto (such current net savings to be determined on an incremental basis after taking into account all other available deductions of the Indemnitee) and (B) include, after taking into account the savings described in clause (A), the amount necessary to hold such Indemnitee harmless on an After-Tax Indemnity AgreementBasis; provided that, shall be equal at the request of the Lessee, an Indemnitee will certify to Lessee the payment otherwise required hereunderextent, if any, to which such Indemnitee was able to use currently such deduction on its tax return. If, by reason of any Tax payment made to or for the account of a Tax an Indemnitee by the Owner Lessee pursuant to this Section 7(b)9.2, or the event or circumstance giving rise to such payment, such Tax Indemnitee or any of its Affiliates subsequently an Affiliate actually realizes a net tax benefit (whether by deductionbenefit, allocationsavings, apportionment deduction or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (Ix) the actual net reduction in Taxes, if any, realized by such Tax Indemnitee which is or any Affiliate thereof attributable to such net tax benefit benefits, savings, deduction or credits and (IIy) the actual net reduction in any Taxes realized by such Tax Indemnitee or an Affiliate as a the result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes ; provided that, no Indemnitee shall be obligated to make any payment pursuant to clause (x) of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant 9.4(a) to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result extent that the amount of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed such payment would exceed (1) the amount of all prior payments of Tax or payments under Section 9.2(c) paid by Lessee to or on any Tax behalf of such Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 79.4 less (2) the amount of all prior payments pursuant to this Section 9.4(a) and described in a taxable year subsequent to the utilization clause (x) by such Tax Indemnitee to Lessee; but any such excess shall be treated as a Tax for which the Owner reduce pro tanto any amount of Taxes under Section 9.2 that Lessee is subsequently obligated to indemnify pay directly to such Tax Indemnitee (as opposed to directly to any taxing authority pursuant to the provisions first sentence of Section 9.2(c)) pursuant to this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b)9.4.

Calculation of General Tax Indemnity Payments. Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment deduction or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to such tax benefit deduction or credit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: EXHIBIT K-3 First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b).

Calculation of General Tax Indemnity Payments. (a) Any payment which the Owner shall be required to make or indemnity to or for the account benefit of any Tax Indemnitee with respect to any a Tax which is subject to indemnification under this Section 7(b9.2(a) shall be in an amount which, after reduction by (A) (other than payment of Taxes to applicable Governmental Authorities) reflect the amount of all Taxes required actual current net savings available to be paid by such Tax Indemnitee in respect or any Affiliate thereof resulting from the current deduction of such indemnified Tax or the event or circumstance giving rise thereto (such current net savings to be determined on an incremental basis after taking into account all other available deductions of the receipt or accrual of such Tax Indemnitee) and (B) include, after taking into account the savings described in clause (A), the amount and after consideration of any current savings of necessary to hold such Tax Indemnitee resulting by way harmless on an After-Tax Basis; provided that, at the request of any deductionthe Lessee, credit or other tax benefit attributable a Tax Indemnitee will certify to such indemnified Tax that actually reduces any Taxes for the Lessee the extent, if any, to which the Owner is not required to indemnify such Tax Indemnitee pursuant was able to this Section 7(b) or the use currently such deduction on its Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunderreturn. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner Lessee pursuant to this Section 7(b)9.2, or the event or circumstance giving rise to such payment, such Tax Indemnitee or any of an Affiliate determines in its Affiliates subsequently realizes sole reasonable discretion it has actually realized a tax benefit (whether by deductionnet Tax benefit, allocationsavings, apportionment deduction or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (Ix) the actual net reduction in Taxes, if any, realized by such Tax Indemnitee which is or any Affiliate thereof attributable to such tax benefit net Tax benefits, savings, deduction or credits and (IIy) the actual net reduction in any Taxes realized by such Tax Indemnitee or an Affiliate as a the result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii); provided that, items of foreign Tax of any no Tax Indemnitee shall be deemed obligated to be utilized by make any payment pursuant to clause (x) of this Section 9.4(a) to the extent that the amount of such payment would exceed (1) the amount of all prior payments of Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless payments under Section 9.2(c) paid by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), Lessee to or on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result behalf of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard 9.4 less (2) the amount of all prior payments pursuant to this Section 9.4(a) and described in clause (x) by such Tax Indemnitee to the exclusions set forth in Lessee; but any such excess shall reduce pro tanto any amount of Taxes under Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each 9.2 that the Lessee is subsequently obligated to pay directly to such Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with (as opposed to directly to any Taxing Authorities to seek and claim any tax savings which would result in payments authority pursuant to the Owner under first sentence of Section 9.2(c)) pursuant to this Section 7(b)9.4; provided, further, that as long as an Event of Default is continuing any such repayment may be applied against any amounts due and owing by the Lessee under the Lease or other Operative Documents.

Calculation of General Tax Indemnity Payments. Any payment which the Owner shall be required to make or indemnity to or for the account benefit of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b19.02(a) shall be in an amount which, after reduction by (A) reflect the amount of all Taxes required current net savings available to be paid by such Tax Indemnitee in respect or any Affiliate thereof (computed at the highest marginal rates of federal, state and local tax then applicable to corporations) resulting from the receipt or accrual current deduction of such indemnified Tax, but only to the extent that such indemnified Tax is deductible for federal, state and local tax purposes, and (B) include, after taking into account the savings described in clause (A), the amount and after consideration of any current savings of necessary to hold such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified harmless on an After-Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunderBasis. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner Lessee pursuant to Section 19.01 or this Section 7(b)19.02, or the event or circumstance giving rise to such payment, such Tax Indemnitee or any of its Affiliates subsequently Affiliate thereof or any transferee, successor or assignee thereof, actually realizes a net tax benefit (whether by deductionbenefit, allocationsavings, apportionment deduction or credit (including a foreign tax credit)) not previously taken into account in computing such payment; provided no Lease Default or Lease Event of Default has occurred and is continuing (in which case any amount payable to Lessee on account of such tax benefit, savings, deduction or credit shall not be due unless and until such Lease Default or Lease Event of Default is cured), such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (I) the actual net reduction in Taxes, if any, realized by such Tax Indemnitee or any Affiliate thereof which is attributable to such net tax benefit benefit, savings, deduction or credit and (II) the actual net reduction in any Taxes realized by such Tax Indemnitee or any Affiliate thereof as a the result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii)Notwithstanding the foregoing, items of foreign Tax of any no Tax Indemnitee shall be deemed required to be utilized by such Tax Indemnitee as credits or deductions for make any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation Lessee pursuant to this Section 719.02(d) in a taxable year subsequent to the utilization extent payments by the Tax Indemnitee to the Lessee under this Section 19.02(d) (without regard to amounts necessary to make such payments on an After-Tax Basis) would exceed, in the aggregate, at any time, the amount of all prior payments made by or on behalf of the Lessee to such Tax Indemnitee (without regard to amounts necessary to make such payments on an After-Tax Basis) less the amount of all prior payments made by the Tax Indeninitee to the Lessee (without regard to amounts necessary to make such payments on an After-Tax Basis) pursuant to this Section 19.02(d), but any such excess shall be treated as a reduce pro tanto any amount (without regard to amounts necessary to make such payments on an After-Tax for which Basis) that the Owner Lessee is subsequently obligated to indemnify pay such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b)19.02.

Calculation of General Tax Indemnity Payments. Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by EXHIBIT K-4 such Tax Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu PARI PASSU basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b).

Calculation of General Tax Indemnity Payments. Any payment which the Owner Lessee shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes taxes for which the Owner Lessee is not actually required to indemnify such Tax Indemnitee pursuant to this Section 7(b) hereof or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner Lessee pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment deduction or credit (including a foreign tax credit)credit and any reduction in Taxes) not [First Amended and Restated Participation Agreement (1989 I)] previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner Lessee, provided an Event of Default shall not have occurred and be continuing, an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to such tax benefit deduction or credit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence; provided, however, that such Tax Indemnitee shall not be -------- ------- obligated to make any payment pursuant to this Section 7(b) to the extent that the amount of such payment pursuant to (I) above would exceed (x) the amount of all prior payments made by Lessee pursuant to this Section 7(b) net of any amount paid in respect of Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amounts received by such Tax Indemnitee from Lessee, less (y) the portion of all prior payments computed pursuant to (I) above by such Tax Indemnitee to the Lessee hereunder. For purposes of this Section 7(b)(iii), ) items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes Taxes, other than those arising out of a leveraged lease transaction, for which such Tax Indemnitee was not indemnified or held harmless by anyone; and Second, all remaining available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any (other transaction (except any described than those in Clause Third), third below) on a pari passu basis; and ---- ----- Third, any remaining foreign Taxes arising from any transaction entered into prior to the date hereof in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactionssuch Taxes described above. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner Lessee is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner Lessee required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii7(b)(vii) hereof) or which tax benefit was otherwise taken into account in computing the OwnerLessee's indemnity obligation pursuant to this Section 7) 7(b), in a taxable year subsequent to the utilization by such Tax Indemnitee (including the expiration of any tax credit carryovers or carrybacks of such [First Amended and Restated Participation Agreement (1989 I)] Tax Indemnitee that would not otherwise have expired) shall be treated as a Tax for which the Owner Lessee is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), ) without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall conditions in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b7(b)(iv).

Calculation of General Tax Indemnity Payments. (a) Any payment which the Owner shall be required to make or indemnity to or for the account benefit of any Tax Indemnitee with respect to any a Tax which is subject to indemnification under this Section 7(b9.2(a) shall be in an amount which, after reduction by (A) (other than payment of Taxes to applicable Governmental Authorities) reflect the amount of all Taxes required actual current net savings available to be paid by such Tax Indemnitee in respect or any Affiliate thereof resulting from the current deduction of such indemnified Tax or the event or circumstance giving rise thereto (such current net savings to be determined on an incremental basis after taking into account all other available deductions of the receipt or accrual of such Tax Indemnitee) and (B) include, after taking into account the savings described in clause (A), the amount and after consideration of any current savings of necessary to hold such Tax Indemnitee resulting by way harmless on an After-Tax Basis; provided that, at the request of any deductionthe Lessee, credit or other tax benefit attributable a Tax Indemnitee will certify to such indemnified Tax that actually reduces any Taxes for the Lessee the extent, if any, to which the Owner is not required to indemnify such Tax Indemnitee pursuant was able to this Section 7(b) or the use currently such deduction on its Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunderreturn. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner Lessee pursuant to this Section 7(b)9.2, or the event or circumstance giving rise to such payment, such Tax Indemnitee or any of its Affiliates subsequently an Affiliate actually realizes a tax benefit (whether by deductionnet Tax benefit, allocationsavings, apportionment deduction or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (Ix) the actual net reduction in Taxes, if any, realized by such Tax Indemnitee which is or any Affiliate thereof attributable to such tax benefit net Tax benefits, savings, deduction or credits and (IIy) the actual net reduction in any Taxes realized by such Tax Indemnitee or an Affiliate as a the result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii); provided that, items of foreign Tax of any no Tax Indemnitee shall be deemed obligated to be utilized by make any payment pursuant to clause (x) of this Section 9.4(a) to the extent that the amount of such payment would exceed (1) the amount of all prior payments of Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless payments under Section 9.2(c) paid by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), Lessee to or on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result behalf of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard 9.4 less (2) the amount of all prior payments pursuant to this Section 9.4(a) and described in clause (x) by such Tax Indemnitee to the exclusions set forth in Lessee; but any such excess shall reduce pro tanto any amount of Taxes under Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each 9.2 that the Lessee is subsequently obligated to pay directly to such Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with (as opposed to directly to any Taxing Authorities to seek and claim any tax savings which would result in payments authority pursuant to the Owner under first sentence of Section 9.2(c)) pursuant to this Section 7(b)9.4; provided, further, that as long as an Event of Default is continuing any such repayment may be applied against any amounts due and owing by the Lessee under the Lease or other Operative Documents.

Calculation of General Tax Indemnity Payments. Any payment which the Owner Lessee shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner Lessee pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b).:

Calculation of General Tax Indemnity Payments. Any payment which the Owner Lessee shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner Lessee pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the OwnerLessee, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner Lessee is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner Lessee required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the OwnerLessee's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner Lessee is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner Lessee under this Section 7(b).

Calculation of General Tax Indemnity Payments. (a) Any payment which the Owner shall be required to make or indemnity to or for the account benefit of any Tax Indemnitee with respect to any a Tax which is subject to indemnification under this Section 7(b9.2(a) shall be in an amount which, after reduction by (A) (other than payment of Taxes to applicable Governmental Authorities) reflect the amount actual current net savings available to such Indemnitee or any Affiliate thereof resulting from the current deduction of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the event or circumstance giving rise thereto (such current net savings to be determined on an incremental basis after taking into account all other available deductions of the Indemnitee) and (B) include, after taking into account the savings described in clause (A), the amount necessary to hold such Indemnitee harmless on an After-Tax Indemnity AgreementBasis; provided that, shall be equal at the request of Lessee, an Indemnitee will certify to Lessee the payment otherwise required hereunderextent, if any, to which such Indemnitee was able to use currently such deduction on its tax return. If, by reason of any Tax payment made to or for the account of a Tax an Indemnitee by the Owner Lessee pursuant to this Section 7(b)9.2, or the PARTICIPATION AGREEMENT event or circumstance giving rise to such payment, such Tax Indemnitee or any of its Affiliates subsequently an Affiliate actually realizes a net tax benefit (whether by deductionbenefit, allocationsavings, apportionment deduction or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner Lessee an amount equal to the sum of (Ix) the actual net reduction in Taxes, if any, realized by such Tax Indemnitee which is or any Affiliate thereof attributable to such net tax benefit benefits, savings, deduction or credits and (IIy) the actual net reduction in any Taxes realized by such Tax Indemnitee or an Affiliate as a the result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes ; provided that, no Indemnitee shall be obligated to make any payment pursuant to clause (x) of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant 9.4(a) to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result extent that the amount of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed such payment would exceed (1) the amount of all prior payments of Tax or payments under Section 9.2(c) paid by Lessee to or on any Tax behalf of such Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 79.4 less (2) the amount of all prior payments pursuant to this Section 9.4(a) and described in a taxable year subsequent to the utilization clause (x) by such Tax Indemnitee to Lessee; but any such excess shall be treated as a Tax for which the Owner reduce pro tanto any amount of Taxes under Section 9.2 that Lessee is subsequently obligated to indemnify pay directly to such Tax Indemnitee (as opposed to directly to any taxing authority pursuant to the provisions first sentence of Section 9.2(c)) pursuant to this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b)9.4.

Calculation of General Tax Indemnity Payments. Any Notwithstanding any provision contained in Section 29(b)(ii) hereof, any payment which the Owner Lessee shall be required to make to to, or for the account of of, any Tax Indemnitee Indemnitee, with respect to any Tax (or any payment made in connection with the payment or contest of any Tax) which is subject to indemnification under this Section 7(b29(b) shall be in paid on an amount whichAfter-Tax Basis. Any calculation of an indemnity payment for an inclusion item, after reduction by and of any gross–up of an indemnity or reverse indemnity payment, will be on the amount basis of all Taxes required then–actual Federal, state, and local tax rates applicable to be paid by such Tax Indemnitee in respect of Indemnitee, and based upon the receipt or accrual of such amount and after consideration of any current savings of such assumption that the Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to fully taxable at such tax benefit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent yearrates. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit (including foreign tax credits) referred to in this subsection as to which such Tax Indemnitee Lessor has made in full the a payment to the Owner Lessee required hereby (or as to which such Tax Indemnitee Lessor would have made its payment but for Section 7(b)(viii29(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's Lessee’s indemnity obligation pursuant to this Section 729(b)) in a taxable year subsequent to the utilization by the Tax Indemnitee, or any amount required to be paid by Lessor to a Tax Indemnitee pursuant to any other agreement with such Tax Indemnitee relating to the Engine shall be treated as a Tax for which the Owner Lessee is obligated to indemnify such the relevant Tax Indemnitee or reimburse Lessor pursuant to the provisions of this Section 7(b29(b), without regard to the exclusions set forth in Section 7(b)(ii29(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b)hereof.

Calculation of General Tax Indemnity Payments. Any payment which the Owner shall be required to make to or for the account of any Tax Indemnitee with respect to any Tax which is subject to indemnification under this Section 7(b) shall be in an amount which, after reduction by the amount of all Taxes required to be paid by such Tax Indemnitee in respect of the receipt or accrual of such amount and after consideration of any current savings of such Tax Indemnitee resulting by way of any deduction, credit or other tax benefit attributable to such indemnified Tax that actually reduces any Taxes for which the Owner is not required to indemnify such Tax Indemnitee pursuant to this Section 7(b) or the Tax Indemnity Agreement, shall be equal to the payment otherwise required hereunder. If, by reason of any Tax payment made to or for the account of a Tax Indemnitee by the Owner pursuant to this Section 7(b), such Tax Indemnitee or any of its Affiliates subsequently realizes a tax benefit (whether by deduction, allocation, apportionment deduction or credit (including a foreign tax credit)) not previously taken into account in computing such payment, such Tax Indemnitee shall promptly pay to the Owner an amount equal to the sum of (I) the actual reduction in Taxes, if any, realized by such Tax Indemnitee which is attributable to such tax benefit deduction or credit and (II) the actual reduction in Taxes realized by such Tax Indemnitee as a result of any payment made by such Tax Indemnitee pursuant to this sentence. For purposes of this Section 7(b)(iii), items of foreign Tax of any Tax Indemnitee shall be deemed to be utilized by such Tax Indemnitee as credits or deductions for any taxable year in accordance with the following priorities: First, all available foreign Taxes for which such Tax Indemnitee was not indemnified or held harmless by anyone; Second, all available foreign Taxes for which such Tax Indemnitee was indemnified or held harmless by the Owner, and all available foreign taxes indemnified under any other transaction (except any described in Clause Third), on a pari passu basis; and Third, any remaining foreign Taxes arising from any transaction in which there is an express agreement that such Taxes shall be utilized after foreign taxes from other transactions. Once the foreign Tax for which such Tax Indemnitee was indemnified by the Owner is deemed to be utilized pursuant to the ordering rules contained in this paragraph, it shall not subsequently be recharacterized as not having been utilized as a result of a foreign tax liability arising in a subsequent year. Any Taxes that are imposed on any Tax Indemnitee as a result of the disallowance or reduction of any tax benefit referred to in this subsection as to which such Tax Indemnitee has made in full the payment to the Owner required hereby (or as to which such Tax Indemnitee would have made its payment but for Section 7(b)(viii) or which tax benefit was otherwise taken into account in computing the Owner's indemnity obligation pursuant to this Section 7) in a taxable year subsequent to the utilization by such Tax Indemnitee shall be treated as a Tax for which the Owner is obligated to indemnify such Tax Indemnitee pursuant to the provisions of this Section 7(b), without regard to the exclusions set forth in Section 7(b)(ii) hereof (other than clauses (12) or (13) thereto). Each Tax Indemnitee shall in good faith use reasonable efforts in filing its tax returns and in dealing with Taxing Authorities to seek and claim any tax savings which would result in payments to the Owner under this Section 7(b).