Common use of Reimbursement for Tax Savings Clause in Contracts

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c), such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the Lessee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or Event of Default shall have occurred and be continuing but shall be paid promptly after cure of such Default or Event of Default. Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c) shall be treated as a Tax for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xiv) and (xvi) of such definition.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing but and, provided, further, that the amount payable to the Lessee by any Tax Indemnitee pursuant to this Section 7.4(d) shall be paid promptly after cure not at any time exceed the aggregate amount of all indemnity payments made by the Lessee under this Section 7.4 to such Default Tax Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to the Lessee by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c7.4(d) shall be treated as a Tax for which the Lessee is are obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definitionhereof.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any ----------------------------- Affiliate thereof realizes a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 or (y) by reason of the incurrence ------------ or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by ------------ reason of this Section 26.5(c), such Tax Indemnitee at any time actually --------------- realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 which reduction ------------ in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the Lessee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or Event -------- of Default shall have occurred and be continuing but shall be paid promptly after cure of such Default or Event of Default. Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize ------------ the amount of any Tax savings available to it. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c------- 26.5(e) shall be treated as a Tax for which the Lessee is obligated to ------- indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xiv) and (xvi) of such definition).

Reimbursement for Tax Savings. If (x) a Tax an Indemnitee or any Affiliate thereof actually realizes a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 26.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax an Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 26.4 or any payment made by a Tax an Indemnitee to the Lessee by reason of this Section 26.5(c26.4(c), such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the Lessee26.4, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or Event of Default shall have occurred and be continuing but shall be paid promptly after cure of such Default or Event of Default. Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 26.4 and to maximize the amount of any Tax savings available to it. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax an Indemnitee has made a payment to the Lessee under this Section 26.5(c26.4(c) shall be treated as a Tax for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xiv) and (xvi) of such definitionImpositions.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes paid by ChoicePoint or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the ChoicePoint or any Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is Lessees are not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into account in computing such payment by the ChoicePoint or any Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee ChoicePoint (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing (but shall be paid promptly after cure all Events of Default have been cured) and, provided, further, that the amount payable to ChoicePoint by any Tax Indemnitee pursuant to this Section 7.4(d) shall not at any time exceed the aggregate amount of all indemnity payments made by ChoicePoint and the Lessees under this Section 7.4 to such Default Tax Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to ChoicePoint by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from ChoicePoint or the Lessee Lessees pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to ChoicePoint and the Lessee Lessees under this Section 26.5(c7.4(d) shall be treated as a Tax for which ChoicePoint and the Lessee is Lessees are obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definitionhereof.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the any Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the any Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is Lessees are not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into account in computing such payment by the any Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee Concord (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing but such payment shall be paid promptly after cure made to the Agent and applied to the amounts owing by the Lessees under the Operative Documents pursuant to Section 3.5 of the Loan Agreement) and, provided, further, that the amount payable to Concord by any Tax Indemnitee pursuant to this Section 7.4(d) shall not at any time exceed the aggregate amount of all indemnity payments made by such Default Lessees under this Section 7.4 to such Tax Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to Concord by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee Lessees pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee Lessees under this Section 26.5(c7.4(d) shall be treated as a Tax for which the Lessee is Lessees are obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definitionhereof.

Reimbursement for Tax Savings. If (xi) a Tax Indemnitee or any Affiliate thereof realizes shall ----------------------------- obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 7.4 or (yii) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for ----------- which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee at any time actually realizes a reduction in any ----------- Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into ----------- account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee (xxx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yyy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of -------- Default shall have occurred and be continuing (but shall be paid promptly after cure all Events of Default have been cured) and, provided, further, that -------- ------- the amount payable to the Lessee by any Tax Indemnitee pursuant to this Section 7.4(d) shall not at any time exceed the aggregate amount of all -------------- indemnity payments made by the Lessee under this Section 7.4 to such Default Tax ----------- Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less ---- the amount of Defaultall prior payments made to the Lessee by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith -------------- to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, ----------- refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c7.4(d) shall be treated as a Tax -------------- for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definition.hereof. --------------

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the a Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the a Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is Lessees are not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into account in computing such payment by the a Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the such Lessee (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing but and, provided, further, that the amount payable to a Lessee by any Tax Indemnitee pursuant to this Section 7.4(d) shall be paid promptly after cure not at any time exceed the aggregate amount of all indemnity payments made by such Default Lessee under this Section 7.4 to such Tax Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to such Lessee by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee Lessees pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the a Lessee under this Section 26.5(c7.4(d) shall be treated as a Tax for which the Lessee is Lessees are obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definitionhereof.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes ----------------------------- shall obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or ----------- imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee at any time actually realizes a reduction in any ----------- Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into ----------- account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no -------- such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing but and, provided, further, that the amount payable to the Lessee -------- ------- by any Tax Indemnitee pursuant to this Section 7.4(d) shall be paid promptly after cure not at any time -------------- exceed the aggregate amount of all indemnity payments made by the Lessee under this Section 7.4 to such Default Tax Indemnitee with respect to the Taxes which gave ----------- rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to the Lessee by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act -------------- in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any ----------- credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c7.4(d) shall be treated as a Tax -------------- for which the Lessee is are obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definition.hereof. --------------

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall ----------------------------- obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee any Obligor pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for ----------- which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee any Obligor pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, ----------- such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is Obligors are not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into account in computing ----------- such payment by the Lessee any Obligor to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee Xxxx Companies (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided -------- that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing (but shall be paid promptly after cure all Events of Default have been cured) and, provided, further, that the amount payable to Xxxx -------- ------- Companies by any Tax Indemnitee pursuant to this Section 7.4(d) shall not at any -------------- time exceed the aggregate amount of (i)(A) all indemnity payments made by the Obligors under this Section 7.4 to such Default Tax Indemnitee with respect to the Taxes ----------- which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes, plus (B) the amount of Defaultinterest, if any, paid to such Tax Indemnitee with respect to such refund or credit by taxing authority less (ii) the amount of all prior payments made to Xxxx Companies by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good -------------- faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee Obligors pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, ----------- refund or other tax savings with respect to which a Tax Indemnitee has made a payment to Xxxx Companies and the Lessee Lessees under this Section 26.5(c7.4(d) shall be -------------- treated as a Tax for which the Lessee any Obligor is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definition.hereof. --------------

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Company or any Lessee pursuant to this Section 26.5 SECTION 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Company or any Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)SECTION 7.4, such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is Lessees are not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 SECTION 7.4, which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee Company (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided PROVIDED that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing but and, PROVIDED, FURTHER, that the amount payable to the Company by any Tax Indemnitee pursuant to this SECTION 7.4(D) shall be paid promptly after cure not at any time exceed the aggregate amount of all indemnity payments made by the Company and the Lessees under this SECTION 7.4 to such Default Tax Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to the Company by such Tax Indemnitee under this SECTION 7.4(D). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee Lessees pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to itSECTION 7.4. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee Company under this Section 26.5(cSECTION 7.4(D) shall be treated as a Tax for which the Lessee is Lessees are obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSECTION 7.4(B) and (xvi) of such definitionhereof.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing but and, provided, further, that the amount payable to the Lessee by any Tax Indemnitee pursuant to this Section 7.4(d) shall be paid promptly after cure not at any time exceed the aggregate amount of all indemnity payments made by the Lessee under this Section 7.4 to such Default Tax Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to the Lessee by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c7.4(d) shall be treated as a Tax for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definitionhereof.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall ----------------------------- obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the a Lessee pursuant to this Section 26.5 ------- 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax --- Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the such Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax ----------- Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which ----------- reduction in Taxes was not taken into account in computing such payment by the such Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the such Lessee (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long -------- as a Default or an Event of Default shall have occurred and be continuing but and, provided, -------- further, that the amount payable to such Lessee by any Tax Indemnitee pursuant ------- to this Section 7.4(c) shall be paid promptly after cure not at any time exceed the aggregate amount of all -------------- indemnity payments made by such Default Lessee under this Section 7.4 to such Tax ----------- Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to such Lessee by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim -------------- such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the such Lessee pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, refund or other tax ----------- savings with respect to which a Tax Indemnitee has made a payment to the such Lessee under this Section 26.5(c7.4(d) shall be treated as a Tax for which the such Lessee -------------- is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definition.hereof. --------------

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes paid by any Guarantor or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the any Guarantor or any Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is Guarantors or the Lessees are not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into account in computing such payment by the any Guarantor or any Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee Borders (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing (but shall be paid promptly after cure all Events of Default have been cured) and, provided, further, that the amount payable to Borders by any Tax Indemnitee pursuant to this Section 7.4(d) shall not at any time exceed the aggregate amount of all indemnity payments made by the Guarantors and the Lessees under this Section 7.4 to such Default Tax Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to Borders by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee Guarantors or the Lessees pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee Borders under this Section 26.5(c7.4(d) shall be treated as a Tax for which the Lessee is Guarantors and the Lessees are obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definitionhereof.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes paid by or assessed against ADESA or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 SECTION 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the ADESA or any Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)SECTION 7.4, such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is Lessees are not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 SECTION 7.4, which reduction in Taxes was not taken into account in computing such payment by the ADESA or any Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee ADESA (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided PROVIDED that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing (but shall be paid promptly after cure all Events of Default have been cured) and, PROVIDED, FURTHER, that the amount payable to ADESA by any Tax Indemnitee pursuant to this SECTION 7.4(d) shall not at any time exceed the aggregate amount of all indemnity payments made by ADESA and the Lessees under this SECTION 7.4 to such Default Tax Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to ADESA by such Tax Indemnitee under this SECTION 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from ADESA or the Lessee Lessees pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to itSECTION 7.4. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to ADESA and the Lessee Lessees under this Section 26.5(cSECTION 7.4(d) shall be treated as a Tax for which ADESA and the Lessee is Lessees are obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSECTION 7.4(b) and (xvi) of such definitionhereof.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing but shall be paid promptly after cure of such Default or Event of Default. Each and, provided, further, that the amount payable to the Lessee by any Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize 7.4(d) shall not at any time exceed the aggregate amount of any Tax savings available to it. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has all indemnity payments made a payment to by the Lessee under this Section 26.5(c) shall be treated as a Tax for which the Lessee is obligated 7.4 to indemnify such Tax Indemnitee hereunder without regard with respect to the exclusions set forth in Taxes which gave rise to the definition of Impositions except credit or refund or with respect to the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xiv) and (xvi) of such definition.Tax which gave rise

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes paid by DTD or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the DTD or any Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is Lessees are not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into account in computing such payment by the DTD or any Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee DTD (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing (but shall be paid promptly after cure all Events of Default have been cured) and, provided, further, that the amount payable to DTD by any Tax Indemnitee pursuant to this Section 7.4(d) shall not at any time exceed the aggregate amount of all indemnity payments made by DTD and the Lessees under this Section 7.4 to such Default Tax Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to DTD by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from DTD or the Lessee Lessees pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to DTD and the Lessee Lessees under this Section 26.5(c7.4(d) shall be treated as a Tax for which DTD and the Lessee is Lessees are obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definitionhereof.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any its Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, such Tax Indemnitee or its Affiliate at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 7.4, which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing but such payment shall be paid promptly after cure made to the Agent and applied to the amounts owing by the Lessee under the Operative Documents pursuant to this Master Agreement) and, provided, further, that the amount payable to the Lessee by any Tax Indemnitee pursuant to this Section 7.4(d) shall not at any time exceed the aggregate amount of all indemnity payments made by the Lessee under this Section 7.4 to such Default Tax Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to the Lessee by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c7.4(d) shall be treated as a Tax for which the Lessee is are obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection 7.4(b) and (xvi) of such definitionhereof.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 13.5 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 13.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c13.5(c), such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 13.5 which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the such Tax Indemnitee to the Lessee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or Event of Default shall have occurred and be continuing but shall be paid promptly after cure of such Default or Event of Default. Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the such Tax Indemnitee, such actions would not result in a material adverse effect on the such Tax Indemnitee for which the such Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 13.5 and to maximize the amount of any Tax savings available to it. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c13.5(c) shall be treated as a Tax for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xiv) and (xvi) of such definition).

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c), such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the Lessee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or Event of Default shall have occurred and be continuing but shall be paid promptly after cure of such Default or Event of Default. Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c26.5(e) shall be treated as a Tax for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in clauses (iv), (v), (vi), (vii), (ix), (x), (xi), (xiv) and (xvi) of such definition.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes a deduction, offset, credit or refund of any Taxes or any other savings or benefit (by way of allowance, allocation or otherwise) as a result of any indemnity paid by the applicable Lessee pursuant to this Section 26.5 13.5 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the applicable Lessee pursuant to this Section 26.5 13.5 or any payment made by a Tax Indemnitee to the applicable Lessee by reason of this Section 26.5(c13.5(c), such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 Taxes, which reduction in Taxes was not taken into account in computing such payment by the applicable Lessee to or for the account of such Tax Indemnitee or by the such Tax Indemnitee to the applicable Lessee, then such Tax Indemnitee shall promptly pay to the applicable Lessee (xx) the amount of such deduction, offset, credit, refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced reduction in Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or Event of Default shall have occurred and be continuing but shall be paid promptly after cure of such Default or Event of Default. Each Tax Indemnitee agrees to take such actions as the applicable Lessee may reasonably request (provided in the good faith judgment of the such Tax Indemnitee, such actions would not result in a material adverse effect on the such Tax Indemnitee for which the such Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the applicable Lessee pursuant to this Section 26.5 13.5 and to maximize the amount of any Tax savings available to it. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the applicable Lessee under this Section 26.5(c13.5(e) shall be treated as a Tax for which the applicable Lessee is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xiv) and (xvi) of such definitionhereunder.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate ----------------------------- thereof realizes a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 or (y) by reason of the incurrence or imposition of any Tax ------------ (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a ------------ Tax Indemnitee to the Lessee by reason of this Section 26.5(c), such Tax --------------- Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section ------- 26.5 which reduction in Taxes was not taken into account in computing such ---- payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the Lessee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, offset credit, refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment -------- shall be made so long as a Default or Event of Default shall have occurred and be continuing but shall be paid promptly after cure of such Default or Event of Default. Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize the ------------ amount of any Tax savings available to it. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c26.5(e) shall be treated as a --------------- Tax for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xiv) and (xvi) of such definition).

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 SECTION 13.5 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 SECTION 13.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(cSECTION 13.5(c), such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 SECTION 13.5 which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the such Tax Indemnitee to the Lessee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided PROVIDED that no such payment shall be made so long as a Default or Event of Default shall have occurred and be continuing but shall be paid promptly after cure of such Default or Event of Default. Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the such Tax Indemnitee, such actions would not result in a material adverse effect on the such Tax Indemnitee for which the such Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 SECTION 13.5 and to maximize the amount of any Tax savings available to it. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(cSECTION 13.5(e) shall be treated as a Tax for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xiv) and (xvi) of such definition).

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 14.5 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 14.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c14.5(c), such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 14.5 which reduction in Taxes was not taken into account in computing such payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the Lessee, then such Tax Indemnitee shall promptly pay to the Lessee on an After Tax Basis (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of Default shall have occurred and be continuing but shall be paid promptly after cure of such Default or Event of Default. Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material any adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it14.5. The disallowance or reduction of any credit, refund or other tax savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c14.5(c) shall be treated as a Tax for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xiv) and (xvi) of such definitionImpositions.

Reimbursement for Tax Savings. If (x) a Tax Indemnitee or any Affiliate thereof realizes shall ----------------------------- obtain a deduction, offset, credit or refund of any Taxes or any other savings or benefit as a result of any indemnity paid by the Lessee pursuant to this Section 26.5 7.4 or (y) by reason of the incurrence or imposition of any Tax (or the circumstances or event giving rise thereto) for ----------- which a Tax Indemnitee is indemnified hereunder or any payment made to or for the account of such Tax Indemnitee by the Lessee pursuant to this Section 26.5 or any payment made by a Tax Indemnitee to the Lessee by reason of this Section 26.5(c)7.4, ----------- such Tax Indemnitee at any time actually realizes a reduction in any Taxes for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 26.5 ------- 7.4, which reduction in Taxes was not taken into account in computing such --- payment by the Lessee to or for the account of such Tax Indemnitee or by the Tax Indemnitee to the LesseeIndemnitee, then such Tax Indemnitee shall promptly pay to the Lessee (xx) the amount of such deduction, offset, credit, credit or refund, or other savings or benefit together with the amount of any interest received by such Tax Indemnitee on account of such deduction, offset, credit, credit or refund or other savings or benefit or (yy) an amount equal to such reduction in Taxes, as the case may be, in either case together with an amount equal to any reduced Taxes payable by such Tax Indemnitee as a result of such payment; provided that no such payment shall be made so long as a Default or an Event of -------- Default shall have occurred and be continuing but continuing, such payment shall be paid promptly after cure made to the Agent and applied to the amounts owing by the Lessee under the Operative Documents pursuant to Section 3.5 of the Loan Agreement, and, provided, further, -------- ------- that the amount payable to the Lessee by any Tax Indemnitee pursuant to this Section 7.4(d) shall not at any time exceed the aggregate amount of -------------- 77 all indemnity payments made by the Lessee under this Section 7.4 to such Default Tax ----------- Indemnitee with respect to the Taxes which gave rise to the credit or Event refund or with respect to the Tax which gave rise to the reduction in Taxes less the amount of Defaultall prior payments made to the Lessee by such Tax Indemnitee under this Section 7.4(d). Each Tax Indemnitee agrees to take such actions as the Lessee may reasonably request (provided in the good faith judgment of the Tax Indemnitee, such actions would not result in a material adverse effect on the Tax Indemnitee for which the Tax Indemnitee is not entitled to indemnification from the Lessee) and to otherwise act in good faith to claim -------------- such refunds and other available Tax benefits, and take such other actions as may be reasonable to minimize any payment due from the Lessee pursuant to this Section 26.5 and to maximize the amount of any Tax savings available to it7.4. The disallowance or reduction of any credit, refund or other tax ----------- savings with respect to which a Tax Indemnitee has made a payment to the Lessee under this Section 26.5(c7.4(d) shall be treated as a Tax for which the Lessee is are -------------- obligated to indemnify such Tax Indemnitee hereunder without regard to the exclusions set forth in the definition of Impositions except the exclusions set forth in (iv), (v), (vi), (vii), (ix), (x), (xi), (xivSection ------- 7.4(b) and (xvi) of such definition.hereof. ------