Common use of Tax Savings Clause in Contracts

Tax Savings. If, by reason of any payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment made by the Tax Indemnitee to Lessee pursuant to this sentence; provided, however, that (A) the Tax Indemnitee will not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate.

Tax Savings. If, by reason of any payment made, or events giving rise to such payment, made to or for the ----------- account of any a Tax Indemnitee by Lessee the Charterer pursuant to this Section 39(a) or 39(b)13.2, such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund for which the Charterer is not required to indemnify such Tax Indemnitee pursuant to this Section 13.2 and which was not taken into account previously in computing such payment by Lessee the Charterer to or for the account of the such Tax Indemnitee, then the such Tax Indemnitee will shall promptly pay to Lessee the Charterer an amount equal to such actual reduction in Taxes or such refund (including interest received)Taxes, plus the amount of any additional reduction in Taxes of the such Tax Indemnitee attributable to the payment made by the such Tax Indemnitee to Lessee the Charterer pursuant to this sentence; provided, however, that that: (A) the such -------- ------- Tax Indemnitee will shall not be obligated to make such payment with respect to any net Tax tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over the Charterer with respect to such Tax pursuant to this Section 13.2 and less (y) the amount of all prior payments by the such Tax Indemnitee to Lessee; provided, that the Charterer hereunder with respect to such Tax (but any such excess tax savings realized (or deemed realized) by shall be applied against, and reduce pro tanto, any future payment due --- ----- such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee indemnitee pursuant to this Section 39 of this 84 Agreement13.2); and (B) if there is a (i) subsequent loss of any such Tax tax savings or refund realized by such the Tax Indemnitee, Indemnitee or (ii) a reduction of an amount otherwise payable to a Tax Indemnitee hereunder as a result of any such tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailablerefund, such lost loss or otherwise unavailable Tax savings or refund will reduction shall be treated as a Tax for which Lessee the Charterer must indemnify the such Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate13.2.

Tax Savings. If, by reason of any payment made, or events any Tax Event or other event giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee Tower Operator pursuant to Section 39(a34(a) or 39(bSection 34(b) of this Agreement (a “Triggering Event”), such Tax Indemnitee at any time realizes a reduction Tax Savings in any Taxes or receives a refund taxable year which was not taken into account previously in computing such payment by Lessee Tower Operator to or for the account of the Tax Indemnitee, then the Tax Indemnitee will shall promptly pay to Lessee Tower Operator an amount equal to such Tax Savings. The “Tax Savings” in a taxable year shall be (i) the actual reduction federal and state income Taxes that would have been payable by the Tax Indemnitee (or its consolidated or affiliated group as applicable) for the taxable year in the absence of the Triggering Event, over such Taxes or that are actually payable for such taxable year taking such Triggering Event into account, (ii) any interest actually received by the Tax Indemnitee as a result of a refund of tax relating to a Triggering Event, and (including interest received), plus iii) an additional gross-up amount to reflect the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment payments made by the Tax Indemnitee to Lessee pursuant to this sentence; provided, howeverincluding this clause (iii). However, that (A) the Tax Indemnitee will shall not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior related indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee Tower Operator over (y) the amount of all prior related indemnity payments by the Tax Indemnitee to LesseeTower Operator; provided, that any such excess tax savings Tax Savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee Tower Operator as a result of this subclause (A) will sentence shall be carried forward and reduce Lessee's Tower Operator’s obligations to make subsequent related indemnity payments to such Tax Indemnitee pursuant to this Section 39 34. For the avoidance of this 84 Agreement; doubt, a Triggering Event may give rise to a Tax Savings in a past or future taxable year (e.g., if the Triggering Event caused or increased a net operating loss in the year of the Triggering Event and (B) if any such loss is carried back or forwards and results in a reduction in Tax savings liability in a different taxable year). If a Tax Indemnitee pays or refund realized by such credits Tower Operator in respect of a Tax Savings in a particular taxable year, and it is later determined that the Tax IndemniteeIndemnitee did not have a Tax Savings, or any tax savings taken into account for purposes had a smaller Tax Savings, in such taxable year (e.g., as a result of determining "After-Tax Basis" will be lost an audit adjustment or otherwise determined a net operating loss carryback to be unavailablesuch taxable year), such lost or otherwise unavailable Tax savings or refund will Savings shall be treated as a Tax for which Lessee Tower Operator must indemnify the Tax Indemnitee pursuant to Section 39(a34(a) or 39(bSection 34(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual ratebe.

Tax Savings. If, by reason of any payment made, or events giving rise to such payment, made to or for the account of any Tax Indemnitee by Lessee TowerCo pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by Lessee TowerCo to or for the account of the Tax Indemnitee, then the Tax Indemnitee will shall pay to Lessee TowerCo an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment made by the Tax Indemnitee to Lessee TowerCo pursuant to this sentence; provided, however, that (A) the Tax Indemnitee will shall not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee TowerCo with respect to the Tax being refunded or reduced pursuant to Section 39(a) or 39(b), as the case may be, over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, TowerCo hereunder with respect to such Tax provided that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee TowerCo as a result of this subclause (A) will shall be carried forward and reduce LesseeTowerCo's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreementhereof; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will shall be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will shall be treated as a Tax for which Lessee TowerCo must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2or 39(b) other than the Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ixor 39(b)(2)(iv)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate.

Tax Savings. If, by reason of any payment made, or events any Tax Event or other event giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee Tower Operator pursuant to Section 39(a34(a) or 39(bSection 34(b) of this Agreement or Section 2.11(a) of the Master Agreement (a “Triggering Event”), such Tax Indemnitee at any time realizes a reduction Tax Savings in any Taxes or receives a refund taxable year which was not taken into account previously in computing such payment by Lessee Tower Operator to or for the account of the Tax Indemnitee, then the Tax Indemnitee will shall promptly pay to Lessee Tower Operator an amount equal to such Tax Savings. The “Tax Savings” in a taxable year shall be (i) the actual reduction federal and state income Taxes that would have been payable by the Tax Indemnitee (or its consolidated or affiliated group as applicable) for the taxable year in the absence of the Triggering Event, over such Taxes or that are actually payable for such taxable year taking such Triggering Event into account, (ii) any interest actually received by the Tax Indemnitee as a result of a refund of tax relating to a Triggering Event, and (including interest received), plus iii) an additional gross-up amount to reflect the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment payments made by the Tax Indemnitee to Lessee pursuant to this sentence; provided, howeverincluding this clause (iii). However, that (A) the Tax Indemnitee will shall not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior related indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee Tower Operator over (y) the amount of all prior related indemnity payments by the Tax Indemnitee to LesseeTower Operator; provided, that any such excess tax savings Tax Savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee Tower Operator as a result of this subclause (A) will sentence shall be carried forward and reduce Lessee's Tower Operator’s obligations to make subsequent related indemnity payments to such Tax Indemnitee pursuant to this Section 39 34. For the avoidance of this 84 Agreement; doubt, a Triggering Event may give rise to a Tax Savings in a past or future taxable year (e.g., if the Triggering Event caused or increased a net operating loss in the year of the Triggering Event and (B) if any such loss is carried back or forwards and results in a reduction in Tax savings liability in a different taxable year). If a Tax Indemnitee pays or refund realized by such credits Tower Operator in respect of a Tax Savings in a particular taxable year, and it is later determined that the Tax IndemniteeIndemnitee did not have a Tax Savings, or any tax savings taken into account for purposes had a smaller Tax Savings, in such taxable year (e.g., as a result of determining "After-Tax Basis" will be lost an audit adjustment or otherwise determined a net operating loss carryback to be unavailablesuch taxable year), such lost or otherwise unavailable Tax savings or refund will Savings shall be treated as a Tax for which Lessee Tower Operator must indemnify the Tax Indemnitee pursuant to Section 39(a34(a) or 39(bSection 34(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual ratebe.

Tax Savings. IfIf an Indemnified Person shall realize, by reason against any tax for which an indemnity payment is not required of any payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(athis Article VIII, any net tax saving or credit from any amount with respect to which Lessee has indemnified such Indemnified Person, its Affiliates or (A) in the case of Owner Participant, any net tax saving or credit with respect to Taxes for which Lessee has indemnified Owner Trustee, or the Trust Estate or (B) in the case of any Loan Participant, any net tax saving or credit with respect to Taxes for which Lessee has indemnified Indenture Trustee or the Indenture Estate (it being understood that any such net tax saving or credit shall not be deemed to exist to the extent that such other person referred to in clause (A) or 39(b(B), as the case may be, realizes an unindemnified tax detriment) pursuant to this Article VIII, the Indemnified Person realizing such Tax Indemnitee at any time realizes a reduction in any Taxes tax saving or receives a refund which was not taken into account previously in computing such payment by Lessee to or for the account credit, so long as no Lease Event of the Tax IndemniteeDefault shall have occurred and be continuing, then the Tax Indemnitee will shall pay to Lessee an within 30 days after such Indemnified Person shall have realized such tax saving or credit the amount equal to of such actual reduction in Taxes saving or such refund (including interest received)credit, plus together with the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the tax saving resulting from any payment made by the Tax Indemnitee to Lessee pursuant to this sentence; provided, however, that (A) the Tax Indemnitee will aggregate amount payable pursuant to this sentence in respect of any tax saving or credit shall not be obligated to make such payment exceed the amount previously paid by Lessee with respect to the Tax that gave rise to such saving or credit. Each Indemnified Person agrees to use its good faith efforts (consistent with its overall tax position) to claim any net Tax credit or tax savings or refund available to the extent it that would reduce the amount of such Lessee's indemnity obligations under this Article VIII or that would give rise to a payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of under this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rateArticle VIII.

Tax Savings. If, by reason of any payment made, or events giving rise to such payment, made to or for the account of any a Tax Indemnitee by the Lessee pursuant to this Section 39(a) or 39(b)12.2, such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund for which the Lessee is not required to indemnify such Tax Indemnitee pursuant to this Section 12.2 and which was not taken into account previously in computing such payment by the Lessee to or for the account of the such Tax Indemnitee, then the such Tax Indemnitee will shall promptly pay to the Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received)Taxes, plus the amount of any additional reduction in Taxes of the such Tax Indemnitee attributable to the payment made by the such Tax Indemnitee to the Lessee pursuant to this sentence; provided. Notwithstanding the previous sentence, however, that (A) the such Tax Indemnitee will shall not be obligated to make such payment with respect to any net Tax tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by the Lessee over with respect to such Tax pursuant to this Section 12.2 and less (y) the amount of all prior payments by the such Tax Indemnitee to Lessee; provided, that the Lessee hereunder with respect to such Tax (but any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will shall be carried forward applied against, and reduce Lessee's obligations to make subsequent payments to pro tanto, any future payment due such Tax Indemnitee pursuant to this Section 39 of this 84 Agreement12.2); and (B) if there is a (i) subsequent loss of any such Tax tax savings or refund realized by such the Tax Indemnitee, Indemnitee or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or (ii) a reduction of an amount otherwise determined payable to be unavailablea Tax Indemnitee hereunder as a result of any such tax savings or refund, such lost loss or otherwise unavailable Tax savings or refund will reduction shall be treated as a Tax for which the Lessee must indemnify the such Tax Indemnitee pursuant to this Section 39(a) or 39(b), as the case may be (12.2 without regard to the exceptions exclusions set forth in Section 39(a)(4Sections 12.2(b) and Section 39(b)(2) 12.2(c), other than Section 39(a)(4)(iiithe exclusions set forth in Sections 12.2(b)(4)(A), 39(a)(4)(iv), 39(b)(2)(iii(7) and 39(b)(2)(ix(13)). For purposes ; and (C) no payment shall be made by any Tax Indemnitee while a Lease Event of this Section 39(c), each Tax Indemnity is assumed to Default shall have occurred and be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual ratecontinuing.

Tax Savings. IfIf with respect to any amount paid or indemnified by Lessee under Section 15 or this Section 16, Lessor shall realize any savings in respect of any such amount by reason of any payment madedeductions, credits, allocations, allowances or events giving rise to such paymentother tax benefits (collectively, to or for "Tax Benefits") therefor under the account laws of any Tax Indemnitee by Taxing Authority, Lessor shall promptly notify Lessee pursuant to Section 39(a) or 39(b), that it has realized such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will Benefit and shall pay to Lessee an amount equal to such actual (i) the net reduction in Taxes or realized by Lessor as a result of such refund Tax Benefit under such laws and (including interest received), plus ii) the amount of any additional further net reduction in Taxes realized under such laws as a result of the Tax Indemnitee payments pursuant to clause (i) of this sentence, in both cases taking into account any tax detriment to Lessor attributable to such Tax Benefit or payment and excluding any such net reduction otherwise taken into account in calculating the amount of any payment made by the Tax Indemnitee Lessee to Lessee pursuant to this sentenceLessor as described in Section 14 hereof; provided, however, provided that (A) the Tax Indemnitee will such amount shall not be obligated payable (x) before such time as Lessee shall have made all payments or indemnities then due to make such payment with respect to or on behalf of Lessor under this Lease, (y) during any net Tax savings time that Lessor may be exercising its remedies under Section 14 hereof or refund (z) to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) it exceeds the amount of all prior payments made by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments with respect to such Taxes. If any Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings Benefit is taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise under this Section 16.3 and it is subsequently determined to be unavailablethat Lessor was not entitled thereto, such lost or otherwise unavailable Tax savings or refund will the disallowance thereof shall be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of that is indemnifiable under this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate16.

Tax Savings. If, by reason of any payment made, or events giving rise to such payment, made to or for the ----------- account of any a Tax Indemnitee by Lessee the Charterer pursuant to this Section 39(a) 12.2 or 39(b)the circumstances giving rise thereto, such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund Tax for which the Charterer is not required to indemnify such Tax Indemnitee pursuant to this Section 12.2 and which was not taken into account previously in computing such payment by Lessee the Charterer to or for the account of the such Tax Indemnitee, then the such Tax Indemnitee will shall promptly pay to Lessee the Charterer an amount equal to such actual reduction in Taxes or such refund (including interest received), tax saving plus the amount of any additional reduction in Taxes of the tax saving realized by such Tax Indemnitee attributable to the or any related Tax Indemnitee as a result of any payment made by the such Tax Indemnitee to Lessee pursuant to this sentence; provided, however, provided that (Ai) the Tax Indemnitee will amount payable pursuant to this sentence -------- shall not be obligated exceed the amount of all prior payments made by the Charterer pursuant to make such payment this Section 12.2 with respect to any net Tax Indemnified Taxes that resulted in tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) less the amount of all prior payments by the such Tax Indemnitee to Lessee; provided, that the Charterer under this Section 12.2(g)(and any such excess of the amount of the tax savings realized saving over the limitation described in this clause (or deemed realizedi) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will shall be carried forward and applied to reduce Lessee's any subsequent indemnification obligations to make subsequent payments to of the Charterer under Section 12.2(a)), and (ii) if such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any is subsequently disallowed such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailablesaving, such lost or otherwise unavailable Tax savings or refund will disallowance shall be treated as a Tax for which Lessee must indemnify subject to indemnification in accordance with the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes terms of this Section 39(c12.2, excluding Section 12.2(b)(other than subparagraphs (8), (16) and (21) thereof), each . Each Tax Indemnity is assumed Indemnitee shall in good faith use diligence in filing its tax returns and in dealing with the relevant taxing authorities to be taxable at seek and claim any tax benefit that would result in any such reduction in Taxes or any refund of any Taxes payable or indemnifiable by the Assumed Rate and an Inclusion is assumed to be taxable at the actual rateCharterer hereunder.

Tax Savings. If, (i) Upon receipt by reason any Indemnified Person of any payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction such refund to be determined, in the case of an Indemnified Person in the reasonable judgment of such Indemnified Person) of all or part of any Taxes of the Tax Indemnitee attributable which El Paso shall have paid for such Indemnified Person or for which El Paso shall have reimbursed, advanced funds to the payment or indemnified such Indemnified Person, such Indemnified Person shall, but not before El Paso shall have made by the Tax Indemnitee to Lessee all payments then due pursuant to this sentence; providedSection 6.1 and any other payments then due to such Indemnified Person under any of the Transaction Documents and, howeverin any event, provided that no Event of Default or New Indenture Event of Default shall have occurred and be continuing, pay or repay to El Paso an amount which, after the subtraction of the amount of any further net Tax savings actually realized by such Indemnified Person as a result of the payment under this Section 6.1 (A) but only to the Tax Indemnitee will not be obligated to make such payment extent of the amounts previously paid by El Paso with respect to such refunded Taxes in order to pay them on an After-Tax Basis), and the addition of any net Tax savings detriment realized by such Indemnified Person as a result of the receipt or accrual of such refund and any interest received or accrued by such Indemnified Person on such refund, is equal to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs refund and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) interest received by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments Indemnified Person that is fairly attributable to such Tax Indemnitee pursuant refund. If it is later determined that the Indemnified Person was not entitled to Section 39 such refund, the portion of this 84 Agreement; and (B) if any such Tax savings refund that is repaid, recaptured or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund disallowed will be treated as a Tax Taxes for which Lessee El Paso must indemnify the Tax Indemnitee Indemnified Person pursuant to the provisions of Section 39(a6.1(a) or 39(b), as the case may be (but without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes exclusion of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rateExcluded Items.

Tax Savings. If, by reason of any Tax payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment made by Lessee to or for the account of the an Indemnitee pursuant to this Article 8, such Indemnitee or any Affiliate of such Indemnitee realizes a net tax benefit, savings, deduction or credit (a "TAX BENEFIT") with respect to Taxes not otherwise indemnified against hereunder and which Tax IndemniteeBenefit was not previously taken into account in computing such payment, then the such Indemnitee who (or whose Affiliate) realizes such net Tax Indemnitee will Benefit shall promptly pay to Lessee an amount equal to such the actual net reduction in Taxes realized by such Indemnitee (or its Affiliate) which is attributable to such refund (including interest received), net Tax Benefit plus the amount of any additional reduction in Taxes tax savings realized as a result of the Tax Indemnitee attributable such payment to the payment made by the Tax Indemnitee to Lessee pursuant to this sentenceLessee; providedPROVIDED, howeverHOWEVER, that (A) the Tax no Indemnitee will not shall be obligated to make such any payment with respect pursuant to any net Tax savings or refund this SECTION 8.8 to the extent that the amount of such payment would exceed (A) the excess amount of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made Taxes paid by Lessee over to or for the account of such Indemnitee pursuant to ARTICLE 8 less (yB) the amount of all prior payments by the Tax such Indemnitee to Lessee; providedLessee pursuant to this SECTION 8.8, that but any such excess tax savings realized (or deemed realized) by such Tax shall reduce PRO TANTO any amount that Lessee is subsequently obligated to pay pursuant to this ARTICLE 8; PROVIDED FURTHER, HOWEVER, that no Indemnitee which are not paid shall be required to make any payment to Lessee pursuant to this SECTION 8.8 so long as a result Lease Event of this subclause (A) will Default shall be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual ratecontinuing.

Tax Savings. IfIf Old Dominion indemnifies the Owner Participant with respect to any Loss pursuant to Section 4(a) hereof, by reason of and the Owner Participant shall realize with respect to any payment made, year federal income tax savings that would not have been realized but for such Loss or the events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund thereto and which was tax savings were not taken into account previously in computing such calculating Old Dominion's indemnity payment by Lessee (or adjustment to or for Basic Payments payable) to the account of the Tax IndemniteeOwner Participant, then the Tax Indemnitee will Owner Participant shall pay to Lessee Old Dominion an amount equal to the sum of (i) such actual reduction in Taxes or such refund federal income tax savings and (including interest receivedii), plus in the case of an Income Inclusion, the amount of any additional reduction in Taxes state and local income tax savings and (iii) any tax benefit realized by the Owner Participant from the payment contemplated by clauses (i) and (ii) above. For the purpose of calculating the amount of the Tax Indemnitee attributable to the payment made federal, state and local income tax savings realized by the Tax Indemnitee to Lessee pursuant to this sentence; providedOwner Participant, however, that (A) the Tax Indemnitee will not Owner Participant shall be obligated deemed to have sufficient federal, state and local taxable income to make full use in the current year of all of the tax benefits that would not have been realized but for such payment Loss or the events giving rise thereto, (B) the Owner Participant shall be deemed to have state and local income tax consequences that correspond to the Owner Participant's federal income tax consequences, and (C) with respect to any net Tax tax savings related to a Loss of Deductions, the Owner Participant shall be deemed to have paid income taxes at the Effective Rate, and with respect to tax savings related to an Income Inclusion or refund a tax benefit realized from a payment hereunder, the Owner Participant shall be deemed to have paid income taxes at the extent that Highest Rate. The amount payable by the amount Owner Participant to Old Dominion pursuant to clauses (i) and (ii) of such payment would this Section 5 shall not exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments made to the Owner Participant by Old Dominion pursuant to Section 4 hereof with respect to the Loss that gave rise to such tax savings (net of any amount necessary to make such prior payments on an After-Tax Basis) over the amounts previously paid by the Tax Indemnitee Owner Participant to LesseeOld Dominion pursuant to clauses (i) and (ii) of this Section 5 with respect to such Loss; providedPROVIDED, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will shall be carried forward and reduce Lessee's obligations shall offset, to make subsequent payments the extent thereof, any future liability of Old Dominion under Sections 4 and 8 hereof with respect to such Tax Indemnitee pursuant to Section 39 Loss. The loss of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined subsequent to be unavailable, the year the Owner Participant realized such lost or otherwise unavailable Tax tax savings or refund will shall be treated as a Tax for which Lessee must indemnify the Tax Indemnitee Loss that is indemnifiable pursuant to Section 39(a) or 39(b)4, as the case may be (but without regard to the exceptions in Section 39(a)(44(d) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes only to the extent of any payment by the Owner Participant pursuant to this Section 39(c)5 with respect to such lost tax savings. Any payment due to Old Dominion pursuant to this Section 5 shall be paid promptly and in any event within 30 days after the Owner Participant shall realize the tax savings as determined in accordance with the calculation methods and assumptions set forth in this Section 5; PROVIDED, each Tax Indemnity is assumed HOWEVER, that the amount of tax savings payable to Old Dominion pursuant to this Section 5 shall not be taxable at payable during the Assumed Rate and an Inclusion is assumed continuation of a Payment Default, Bankruptcy Default, or Event of Default or before such time as Old Dominion shall have made all payments or indemnities then due pursuant to be taxable at the actual ratethis Agreement.

Tax Savings. If, (i) Upon receipt by reason any Indemnified Person of any payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction such refund to be determined, in the case of an Indemnified Person in the sole judgment of such Indemnified Person exercised in good faith; it being understood that nothing contained in this Section 6.1(l) shall require any Indemnified Person to make available any of its tax returns or any other information that it deems to be confidential or proprietary) of all or part of any Taxes of the Tax Indemnitee attributable that El Paso shall have paid for such Indemnified Person or for which El Paso shall have reimbursed, advanced funds to the payment or indemnified such Indemnified Person, such Indemnified Person shall, but not before El Paso shall have made by the Tax Indemnitee to Lessee all payments then due pursuant to this sentence; providedSection 6.1 and any other payments then due to such Indemnified Person under any of the Transaction Documents and, howeverin any event, provided that no Event of Default or New Indenture Event of Default shall have occurred and be continuing, pay or repay to El Paso an amount which, after the addition of the amount of any further net deductions, credits, refunds and other Tax savings actually realized by such Indemnified Person as a result of the payment under this Section 6.1 (A) but only to the Tax Indemnitee will not be obligated to make such payment extent of the amounts previously paid by El Paso with respect to such refunded Taxes in order to pay them on an After-Tax Basis), the subtraction of any net Tax savings detriment realized by such Indemnified Person as a result of the receipt or accrual of such refund and the addition of any interest received or accrued by such Indemnified Person on such refund, is equal to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs refund and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (interest received or deemed realized) accrued by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments Indemnified Person that is fairly attributable to such Tax Indemnitee pursuant refund. If it is later determined that the Indemnified Person was not entitled to Section 39 such refund, the portion of this 84 Agreement; and (B) if any such Tax savings refund that is repaid, recaptured or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund disallowed will be treated as a Tax Taxes for which Lessee El Paso must indemnify the Tax Indemnitee Indemnified Person pursuant to the provisions of Section 39(a6.1(a) or 39(b), as the case may be (but without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes exclusion of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rateExcluded Items.

Tax Savings. IfIf an Indemnitee shall actually realize any tax savings, by reason as a result of any Tax paid or indemnified against by the Authority under this Section 15(c) and not previously taken into account in determining the Authority’s indemnity obligation hereunder, whether by way of deduction, credit, offset, allocation or otherwise or would have received such a refund or credit but for a counterclaim by the relevant taxing authority unrelated to transactions contemplated by the Operative Documents and not indemnified by the Authority hereunder (a “Tax Savings”), and such Tax Savings has not been previously taken into account in computing the amount of an indemnity required to be paid by the Authority hereunder, such Indemnitee shall pay to the Authority, so long as no Payment Default or Bankruptcy Default or Lease Event of Default shall have occurred or be occurring, within 30 days immediately following such realization, the amount of such Tax Savings plus any Tax Savings realized (minus any detriment sustained) by such Indemnitee as a result of a payment madepursuant to this sentence. For purposes of determining whether the Owner Participant is able to use any item of non-United States tax (“foreign tax”) as a credit or deduction, such Tax shall be deemed to be used as and when determined by the Owner Participant in its own discretion, exercised in good faith. If any Indemnitee shall obtain a refund (including by way of credit) of all or events any part of any Tax which the Authority shall have paid for such Indemnitee or reimbursed such Indemnitee for, then such Indemnitee shall so long as no Payment Default or Bankruptcy Default or Lease Event of Default shall have occurred and be continuing, pay to the Authority any such refund (including any applicable interest received with respect to such refund). An Indemnitee shall not be obligated pursuant to this Section 15(c)(iv) to make a payment (A) before such time as the Authority shall have made all payments then due under the Operative Documents and any Lease Event of Default or Payment Default or Bankruptcy Default that shall have occurred shall no longer be continuing or (B) in excess of the amounts paid by the Authority to such Indemnitee pursuant to this Section 15(c) in respect of the Taxes giving rise to such payment, to or for the account of Tax Savings (minus any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account amounts previously in computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction in Taxes of the Tax Indemnitee attributable paid to the payment made Authority by the Tax such Indemnitee to Lessee pursuant to this sentence; providedclause (iv) in respect of the Taxes giving rise to such Tax Savings or refund), however, that (A) the Tax Indemnitee will not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are amounts not paid to Lessee as a result the Authority pursuant to the limitation contained in clause (B) of this subclause (A) will sentence shall be carried forward and reduce Lessee's obligations to make subsequent payments reduce, pro tanto, any future amounts that the Authority may be obligated to pay to such Indemnitee pursuant to this Section 15(c) in respect of the Taxes giving rise to such Tax Savings or refund. The disallowance, loss, recapture or reduction of any credit, refund or other Tax Savings with respect to which an Indemnitee pursuant has made a payment to Section 39 of the Authority under this 84 Agreement; and clause (Biv) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will shall be treated as a Tax for which Lessee must the Authority is obligated to indemnify the Tax such Indemnitee pursuant to Section 39(a) or 39(b)hereunder, as the case may be (without regard to the exceptions exclusions set forth in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii15(c)(ii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate.

Tax Savings. If(a) In the event the Facility Sublessee makes an indemnity payment with respect to a Loss, by reason if the Owner Participant, as the result of such Loss, realizes with respect to such year or any payment madesubsequent year U.S. federal income tax savings (and in the case of an Inclusion, any state and local income tax savings) attributable to such Loss or events giving rise thereto (such savings to be determined by reference to the timing and amount of income and deductions as set forth in the U.S. Tax Assumptions in effect immediately prior to the occurrence of such payment, Loss as compared with the U.S. Tax Assumptions as adjusted to or for reflect the account of any Tax Indemnitee by Lessee pursuant to Section 39(aLoss) or 39(b), and such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was tax savings were not taken into account previously in computing such payment by Lessee to calculating any indemnity hereunder, and provided that no Payment Default, Bankruptcy Default or for Event of Default under the account Facility Lease, or Sublease Payment Default, Sublease Bankruptcy Default or Sublease Event of Default shall have occurred and be continuing, the Tax Indemnitee, then the Tax Indemnitee will Owner Participant shall pay to Lessee the Facility Sublessee an amount equal to the sum of (i) such actual reduction U.S. federal income tax savings, (ii) in Taxes or such refund (including interest received)the case of an Inclusion, plus the amount of any additional reduction in Taxes of state and local income tax savings and (iii) any net tax benefit by the Tax Indemnitee attributable Owner Participant from the payment contemplated by the preceding clauses (i) and (ii); PROVIDED, HOWEVER, that such sum shall not be payable before such time as the Facility Sublessee shall have made all payments then due and owing to the payment made by the Tax Indemnitee to Lessee Owner Participant pursuant to the Operative Documents including this sentenceAgreement; providedand PROVIDED, howeverfurther, that (A) the Tax Indemnitee will not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount payable by the Owner Participant to the Facility Sublessee pursuant to clauses (i) and (ii) of such payment would this Section 8(a) shall not exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments made to the Owner Participant by the Facility Sublessee pursuant to Section 4 hereof with respect to the Loss that gave rise to such tax savings over the amounts previously paid by the Owner Participant to the Facility Sublessee pursuant to clauses (i) and (ii) of this Section 8(a) with respect to such Loss, calculated for this purpose as if all indemnity payments made pursuant to Section 4 had been made without being grossed up to compensate the Owner Participant on an After-Tax Indemnitee to LesseeBasis; providedand PROVIDED FURTHER, HOWEVER, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will shall be carried forward and reduce Lessee's obligations shall offset, to make subsequent payments to such Tax Indemnitee pursuant to the extent thereof, any future liability of the Facility Sublessee under Section 39 4. The loss, recapture, disallowance or reduction of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes subsequent to the year of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will realization by the Owner Participant shall be treated as a Tax for which Lessee must indemnify the Tax Indemnitee Loss that is indemnifiable pursuant to Section 39(a) or 39(b)the provisions of this Agreement, as the case may be (without regard to the exceptions exclusions set forth in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate6.

Tax Savings. IfIf (i) Prime has made a payment to an Indemnitee pursuant to Paragraph 4 of this Agreement, by reason of (ii) such Indemnitee shall realize with respect to any payment madeyear beginning prior to the Indemnification Expiration Date, any actual reduction in federal or events giving rise to such payment, to or applicable state income tax liability that would not have been realized but for the account Tax Event, the related Indemnification Event or the payment of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b)the underlying tax, such Tax Indemnitee at any time realizes a interest and penalties, which tax reduction in any Taxes or receives a refund which was not taken into account previously in computing calculating Prime's payment to such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax such Indemnitee will shall pay to Lessee Prime an amount equal to such the actual reduction in Taxes federal and applicable state income tax realized by such Indemnitee (based upon the then current highest marginal federal and applicable state income tax rates applicable to such Indemnitee on the particular type of tax reduction). If an Indemnitee makes a payment to Prime pursuant to the immediately preceding sentence, and such Indemnitee subsequently recognizes gross income for federal income tax purposes, which recognition arises out of the tax benefit that resulted in such payment to Prime, then Prime shall pay to such Indemnitee an amount calculated as provided in Paragraph 3 of this Agreement with respect to such income inclusion, at the time described in Paragraph 4 of this Agreement. The immediately preceding sentence shall apply notwithstanding the maximum Tax Indemnity Amounts set forth in Paragraph 3 of this Agreement, the limitations of Paragraph 9 of this Agreement or such refund any other provision of this Agreement. Each Indemnitee agrees to act in good faith to claim any tax benefits or savings (including interest received), plus filing claims for refunds and amended tax returns) and take such other actions as may be reasonable to minimize the net amount of any indemnity payment due from Prime hereunder and to maximize the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment made by the Tax Indemnitee to Lessee pursuant to this sentenceits tax savings; provided, however, that (A) the Tax neither Indemnitee will not shall be obligated required to make such payment with respect to take any net Tax savings or refund to the extent that action which, in its good faith judgment, would have an adverse economic consequence in excess of the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax benefits and/or tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual ratetherefrom.

Tax Savings. IfThe amounts which, but for this Section 9.11.5, would be recoverable under this Article 9 from an Indemnifying Party shall be (i) increased by reason any net Tax cost incurred by the Indemnified Party or any of its Affiliates arising from receipt of indemnity payments hereunder and (ii) reduced by any net Tax benefits arising from the incurrence or payment of any payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in Loss. In computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction in Taxes such Tax cost or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the Tax Indemnitee attributable to the receipt of any indemnified Loss. Any indemnification payment made by the Tax Indemnitee to Lessee pursuant hereunder shall initially be calculated without regard to this sentence; provided, however, that (A) the Tax Indemnitee will not Section 9.11.5 and shall be obligated increased or reduced to make reflect any such payment with respect to any net Tax savings cost or refund net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have “actually realized” a net Tax cost or a net Tax benefit when and to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) Taxes payable by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings Indemnified Party is increased above or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b)reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be (without regard required to pay but for the receipt of the indemnity payment or the incurrence or payment of such Loss. If a Tax benefit arising from the incurrence or payment of a Loss is actually realized prior to the exceptions fifth anniversary of the date of the related payment or payments made by ABB under this Article 9 in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iiirespect of such Loss (“Prior ABB Payments”), 39(a)(4)(iv)Purchaser shall pay to ABB the amount of such Tax benefit (up to the amount of the Prior ABB Payments) no later than 15 days after such Tax benefit is actually realized, 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes any excess of this Section 39(c), each such Tax Indemnity is assumed benefit over the Prior ABB Payments shall be applied to reduce any future payments to be taxable at made by ABB pursuant to Article 9; provided that if Purchaser is required to refund any part of such Tax benefit to any taxing authority for which ABB received the Assumed Rate and an Inclusion is assumed benefit prior to be taxable at the actual ratefifth anniversary of the related payment made under this Article 9, ABB shall reimburse Purchaser for the amount of such refund.

Tax Savings. If, by reason of any payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment made by the Tax Indemnitee to Lessee pursuant to this sentence; provided, however, that (A) the Tax Indemnitee will not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate.

Tax Savings. IfThe amounts which, but for this Section 9.11.5, would be recoverable under this Article 9 from an Indemnifying Party shall be (i) increased by reason any net Tax cost incurred by the Indemnified Party or any of its Affiliates arising from receipt of indemnity payments hereunder and (ii) reduced by any net Tax benefits arising from the incurrence or payment of any payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in Loss. In computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus the amount of any additional reduction in Taxes such Tax cost or Tax benefit, the Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the Tax Indemnitee attributable to the receipt of any indemnified Loss. Any indemnification payment made by the Tax Indemnitee to Lessee pursuant hereunder shall initially be calculated without regard to this sentence; provided, however, that (A) the Tax Indemnitee will not Section 9.11.5 and shall be obligated increased or reduced to make reflect any such payment with respect to any net Tax savings cost or refund net Tax benefit only after the Indemnified Party has actually realized such cost or benefit. For purposes of this Agreement, an Indemnified Party shall be deemed to have "actually realized" a net Tax cost or a net Tax benefit when and to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) Taxes payable by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings Indemnified Party is increased above or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b)reduced below, as the case may be, the amount of Taxes that such Indemnified Party would be (without regard required to pay but for the receipt of the indemnity payment or the incurrence or payment of such Loss. If a Tax benefit arising from the incurrence or payment of a Loss is actually realized prior to the exceptions fifth anniversary of the date of the related payment or payments made by ABB under this Article 9 in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iiirespect of such Loss ("Prior ABB Payments"), 39(a)(4)(iv)Purchaser shall pay to ABB the amount of such Tax benefit (up to the amount of the Prior ABB Payments) no later than 15 days after such Tax benefit is actually realized, 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes any excess of this Section 39(c), each such Tax Indemnity is assumed benefit over the Prior ABB Payments shall be applied to reduce any future payments to be taxable at made by ABB pursuant to Article 9; provided that if Purchaser is required to refund any part of such Tax benefit to any taxing authority for which ABB received the Assumed Rate and an Inclusion is assumed benefit prior to be taxable at the actual ratefifth anniversary of the related payment made under this Article 9, ABB shall reimburse Purchaser for the amount of such refund.

Tax Savings. If, by reason of any payment made, or events any Tax Event or other event giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee Tower Operator pursuant to Section 39(a34(a) or 39(bSection 34(b) of this Agreement or Section 2.11(a) of the Master Agreement (a “Triggering Event”), such Tax Indemnitee at any time realizes a reduction Tax Savings in any Taxes or receives a refund taxable year which was not taken into account previously in computing such payment by Lessee Tower Operator to or for the account of the Tax Indemnitee, then the Tax Indemnitee will shall promptly pay to Lessee Tower Operator an amount equal to such Tax Savings. The “Tax Savings” in a taxable year shall be (i) the actual reduction federal and state income Taxes that would have been payable by the Tax Indemnitee (or its consolidated or affiliated group as applicable) for the taxable year in the absence of the Triggering Event, over such Taxes or that are actually payable for such taxable year taking such Triggering Event into account, (ii) any interest actually received by the Tax Indemnitee as a result of a refund of tax relating to a Triggering Event, and (including interest received), plus iii) an additional gross-up amount to reflect the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment payments made by the Tax Indemnitee to Lessee pursuant to this sentence; provided, howeverincluding this clause (iii). However, that (A) the Tax Indemnitee will shall not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior related indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee Tower Operator over (y) the amount of all prior related indemnity payments by the Tax Indemnitee to LesseeTower Operator; provided, that any such excess tax savings Tax Savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee Tower Operator as a result of this subclause (A) will sentence shall be carried forward and reduce LesseeTower Operator's obligations to make subsequent related indemnity payments to such Tax Indemnitee pursuant to this Section 39 34. For the avoidance of this 84 Agreement; doubt, a Triggering Event may give rise to a Tax Savings in a past or future taxable year (e.g., if the Triggering Event caused or increased a net operating loss in the year of the Triggering Event and (B) if any such loss is carried back or forwards and results in a reduction in Tax savings liability in a different taxable year). If a Tax Indemnitee pays or refund realized by such credits Tower Operator in respect of a Tax Savings in a particular taxable year, and it is later determined that the Tax IndemniteeIndemnitee did not have a Tax Savings, or any tax savings taken into account for purposes had a smaller Tax Savings, in such taxable year (e.g., as a result of determining "After-Tax Basis" will be lost an audit adjustment or otherwise determined a net operating loss carryback to be unavailablesuch taxable year), such lost or otherwise unavailable Tax savings or refund will Savings shall be treated as a Tax for which Lessee Tower Operator must indemnify the Tax Indemnitee pursuant to Section 39(a34(a) or 39(bSection 34(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual ratebe.

Tax Savings. IfWithout duplication to any amounts determined under Section 8.5(c), by reason if as a result of any payment madeadjustment by any Governmental Entity or the filing of an amended Tax Return required by any Governmental Entity, the Seller (or events giving rise any of its Affiliates, including any Acquired Company for any period (or portions thereof) ending on or prior to such payment, to the applicable Closing Date) realizes an item of income or gain for the account of Income Tax purposes (or any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes deduction or receives a refund which was not taken into account previously in computing such payment by Lessee to loss or credit for the account Income Tax purposes) and any of the Purchaser and its Affiliates actually realizes a Tax IndemniteeSavings, the Purchaser shall pay to the Seller the amount of such Tax Savings as a result of such corresponding adjustment. Such amounts shall be paid to the Seller within ten (10) days of filing the Tax Return claiming the Tax Savings (or if it is in the form of a refund, ten (10) days of receiving the refund). The Purchaser shall, upon the request of MASTER ACQUISITION AGREEMENT the Seller and at the Seller’s expense, cause the Acquired Companies to file all Tax Returns (including amended Tax Returns required by any Governmental Entity), and use all other Reasonable Efforts, to obtain or expedite the claiming or otherwise obtaining any Tax Savings (including any refund) that will rise to the payment to the Seller under this Section 9.10 or Section 8.5(c). The Purchaser shall permit the Seller to participate (at the Seller’s expense) in the prosecution of any claim for refund that is the benefit of the Seller under this Section 9.10 or Section 8.5(c). If there is a subsequent reduction by a Governmental Entity of any amounts with respect to which a payment has been made pursuant to this Section 9.10, then the Tax Indemnitee will Seller shall pay to Lessee the Purchaser or the Acquired Company an amount equal to such actual reduction in Taxes plus any interest or such refund (including interest received), plus the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the payment made penalties imposed by the Tax Indemnitee to Lessee pursuant to this sentence; provided, however, that (A) the Tax Indemnitee will not be obligated to make such payment Governmental Entity with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual ratereduction.

Tax Savings. If, by reason of any payment made, or events giving rise to such payment, made to or for the account of any a Tax Indemnitee by the Lessee pursuant to this Section 39(a) or 39(b)12.2, such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund for which the Lessee is not required to indemnify such Tax Indemnitee Participation Agreement pursuant to this Section 12.2 and which was not taken into account previously in computing such payment by the Lessee to or for the account of the such Tax Indemnitee, then the such Tax Indemnitee will shall promptly pay to the Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received)Taxes, plus the amount of any additional reduction in Taxes of the such Tax Indemnitee attributable to the payment made by the such Tax Indemnitee to the Lessee pursuant to this sentence; provided. Notwithstanding the previous sentence, however, that (A) the such Tax Indemnitee will shall not be obligated to make such payment with respect to any net Tax tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by the Lessee over with respect to such Tax pursuant to this Section 12.2 and less (y) the amount of all prior payments by the such Tax Indemnitee to Lessee; provided, that the Lessee hereunder with respect to such Tax (but any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will shall be carried forward applied against, and reduce Lessee's obligations to make subsequent payments to pro tanto, any future payment due such Tax Indemnitee pursuant to this Section 39 of this 84 Agreement12.2); and (B) if there is a (i) subsequent loss of any such Tax tax savings or refund realized by such the Tax Indemnitee, Indemnitee or any tax savings taken into account for purposes of determining "“After-Tax Basis" will be lost ” or (ii) a reduction of an amount otherwise determined payable to be unavailablea Tax Indemnitee hereunder as a result of any such tax savings or refund, such lost loss or otherwise unavailable Tax savings or refund will reduction shall be treated as a Tax for which the Lessee must indemnify the such Tax Indemnitee pursuant to this Section 39(a) or 39(b)12.2 without, as the case may be (without regard to the exceptions exclusions set forth in Section 39(a)(4Sections 12.2(b) and Section 39(b)(2) 12.2(c), other than Section 39(a)(4)(iiithe exclusions set forth in Sections 12.2(b)(4)(A), 39(a)(4)(iv), 39(b)(2)(iii(7) and 39(b)(2)(ix(13)). For purposes ; and (C) no payment shall be made by any Tax Indemnitee while a Lease Event of this Section 39(c), each Tax Indemnity is assumed to Default shall have occurred and be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual ratecontinuing.

Tax Savings. If, If as a result of the payment or accrual of Taxes paid or indemnified by reason of the Lessee an Indemnitee shall realize and recognize any payment made, or events giving rise savings with respect to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b)Taxes, such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing shall promptly notify the Lessee that it has realized and recognized such payment by savings and shall pay to the Lessee to or for the account within thirty (30) days of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee realization of such savings an amount equal to such actual (i) the net reduction in Taxes or realized and recognized by such refund Indemnitee and (including interest received), plus ii) the amount of any additional further net reduction in Taxes taxes realized and recognized under such tax laws as a result of the Tax Indemnitee attributable to the payment made by the Tax Indemnitee to Lessee payments pursuant to this sentence; providedPROVIDED, howeverHOWEVER, that (A) the Tax Indemnitee will not no amount shall be obligated to make such payment with respect to any net Tax savings or refund payable to the extent Lessee under this Section 10(i) if a Default or an Event of Default shall have occurred and be continuing or prior to the time that Lessee shall have paid to the amount relevant Indemnitee all amounts then due and owing to such Indemnitee under this Section 10 and that a subsequent disallowance of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid shall be subject to Lessee as a result of this subclause (A) will be carried forward and reduce Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to Section 39 of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (indemnity hereunder without regard to the exceptions any exclusions set forth in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c)10. All determinations as to the amount and timing of realization of such tax savings shall be made by the relevant Indemnitee in its sole good faith discretion, each Tax Indemnity is assumed it being understood that (i) Lessee shall have no right to be taxable at examine or inspect any tax returns or reports of such Indemnitee or any documents or records relating thereto, and that (ii) a failure by the Assumed Rate and an Inclusion is assumed relevant Indemnitee to be taxable at comply with its obligations under this Section 10(i) shall not excuse Lessee from the actual rateperformance of its obligations under this Section 10.

Tax Savings. IfIf an Indemnified Person or any Affiliate of such Indemnified Person who files any tax return or pays any Taxes on a combined, by reason of consolidated, unitary or similar basis with such Indemnified Person shall actually realize for any payment made, or events giving rise to such payment, to or for the account of any taxable period a reduction in Tax Indemnitee not indemnified by Lessee pursuant to Section 39(athis Article VII (whether attributable to a credit, deduction, exclusion from income or otherwise) arising from or 39(b)related to any amount with respect to which Lessee has reimbursed or indemnified such Indemnified Person on an After-Tax Basis pursuant to the Operative Documents, and such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which Tax was not taken into account previously in computing such payment determining the amount payable by Lessee to or for the on account of the Tax Indemniteesuch reimbursement or indemnification, then the Tax Indemnitee will such Indemnified Person shall pay to Lessee an Lessee, so long as no Material Default shall have occurred and be continuing, within 30 days after such Indemnified Person shall have actually realized such Tax saving, the amount equal to of such actual reduction in Taxes or such refund (including interest received)saving, plus together with the amount of any additional reduction in Taxes of the Tax Indemnitee attributable to the savings resulting from any payment made by the Tax Indemnitee to Lessee pursuant to this sentence; provided, however, provided that (A) the Tax Indemnitee will Lessee shall not be obligated entitled to make such payment with respect to any net Tax savings or refund to the extent that receive an amount in excess of the amount of such payment would exceed Taxes in respect of which the excess of (x) all prior indemnity payments (excluding costs indemnification was paid by Lessee, and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; provided, further, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are amount not paid to Lessee as a result of this subclause (A) will pursuant to the foregoing limitation shall be carried forward and reduce Lessee's obligations pro tanto any future payments Lessee may be required to make subsequent payments to such Tax Indemnitee Indemnified Person pursuant to Section 39 7.01(a). Each Indemnified Person may determine in its sole discretion whether to claim a tax credit as distinguished from a tax deduction in determining the amount of this 84 Agreement; and (B) if any such Tax savings. If it is later determined that the Indemnified Person was not entitled to such Tax savings or refund realized by reduction in Tax, the portion of such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund reduction in Tax that is repaid, recaptured or disallowed will be treated as a Tax for which Lessee must indemnify the Tax Indemnitee Indemnified Person pursuant to the provisions of Section 39(a7.01(a) or 39(b), as the case may be (hereof but without regard to the exceptions in provisions of Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii7.01(b), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate.

Tax Savings. IfIf Old Dominion indemnifies the Owner Participant with respect to any Loss pursuant to Section 4(a) hereof, by reason of and the Owner Participant shall realize with respect to any payment made, year federal income tax savings that would not have been realized but for such Loss or the events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) or 39(b), such Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund thereto and which was tax savings were not taken into account previously in computing such calculating Old Dominion's indemnity payment by Lessee to or for the account of the Tax IndemniteeOwner Participant, then the Tax Indemnitee will Owner Participant shall pay to Lessee Old Dominion an amount equal to the sum of (i) such actual reduction in Taxes or such refund federal income tax savings and (including interest receivedii), plus in the case of an Income Inclusion, the amount of any additional reduction in Taxes state and local income tax savings and (iii) any tax benefit realized by the Owner Participant from the payment contemplated by clauses (i) and (ii) above; PROVIDED, HOWEVER, that for the purpose of calculating the amount of the Tax Indemnitee attributable to the payment made federal, state and local income tax savings realized by the Tax Indemnitee to Lessee pursuant to this sentence; providedOwner Participant, however, that (A) the Tax Indemnitee will not Owner Participant shall be obligated deemed to have sufficient federal, state and local taxable income to make full use in the current year of all of the tax benefits that would not have been realized but for such payment Loss or the events giving rise thereto, (B) the Owner Participant shall be deemed to have state and local income tax consequences that correspond to the Owner Participant's federal income tax consequences, and (C) with respect to any net Tax tax savings related to a Loss of Deductions, the Owner Participant shall be deemed to have paid income taxes at the Effective Rate, and with respect to tax savings related to an Income Inclusion or refund a tax benefit realized from a payment hereunder, the Owner Participant shall be deemed to have paid income taxes at the extent Highest Rate; and PROVIDED, FURTHER, that the amount payable by the Owner Participant to Old Dominion pursuant to clauses (i) and (ii) of such payment would this Section 5 shall not exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments made to the Owner Participant by Old Dominion pursuant to Section 4 hereof with respect to the Loss that gave rise to such tax savings (net of any amount necessary to make such prior payments on an After-Tax Basis) over the amounts previously paid by the Tax Indemnitee Owner Participant to LesseeOld Dominion pursuant to clauses (i) and (ii) of this Section 5 with respect to such Loss; providedand PROVIDED, FURTHER, that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will shall be carried forward and reduce Lessee's obligations shall offset, to make subsequent payments the extent thereof, any future liability of Old Dominion under Sections 4 and 8 hereof with respect to such Tax Indemnitee pursuant to Section 39 Loss. The loss of this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes subsequent to the year of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will realization by the Owner Participant shall be treated as a Tax for which Lessee must indemnify the Tax Indemnitee Loss that is indemnifiable pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) provisions of this Agreement other than Section 39(a)(4)(iii)4(d) hereof, 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes but only to the extent of any payment by the Owner Participant pursuant to this Section 39(c)5 with respect to such tax savings. Any payment due to Old Dominion pursuant to this Section 5 shall be paid promptly and in any event within 30 days after the Owner Participant shall realize the tax savings as determined in accordance with the calculation methods and assumptions set forth in this Section 5; PROVIDED, each Tax Indemnity is assumed HOWEVER, that such amount shall not be payable during the continuation of a Event of Default or before such time as Old Dominion shall have made all payments or indemnities then due pursuant to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual ratethis Agreement.

Tax Savings. If, by reason of any In the event that the Partnership makes an indemnity payment made, or events giving rise to such payment, to or for the account of any Tax Indemnitee by Lessee pursuant to Section 39(a) 3, if the JMB Indemnitee shall realize, with respect to any Partnership taxable year that ends on or 39(b)before the earlier of the date on which the Death Put is first exercisable or the Call Date, such Income Tax Indemnitee at any time realizes a reduction in any Taxes or receives a refund which was savings that would not taken into account previously in computing such payment by Lessee to or have been realized but for the account of related Tax Loss or the event giving rise thereto, as determined using the same assumptions as those set forth for determining a Tax IndemniteeLoss in Section 3(b), then the Tax JMB Indemnitee will shall pay to Lessee the Partnership an amount equal to such actual the net reduction in Income Taxes or such refund (including interest receivedrealized by the JMB Indemnitee, determined on an "after-tax basis" using the same assumptions as those set forth for determining a Tax Loss, as set forth in Section 3(b), plus the amount of any additional reduction in Taxes of the Tax Indemnitee attributable . Any payment due to the payment made by the Tax Indemnitee to Lessee Partnership pursuant to this sentenceSection 8 shall be paid promptly and in any event within thirty (30) days after the JMB Indemnitee has (1) received a refund or (2) filed a return that reflects or would, taking into account the assumptions set forth in Section 3 for determining a Tax Loss, reflect such Income Tax saving; providedPROVIDED, howeverHOWEVER, that (A) the Tax amount payable to the Partnership hereunder shall not exceed the aggregate amount of all indemnity payments made by the Partnership to the JMB Indemnitee will not be obligated to make such payment hereunder with respect to any net the Tax Loss that gave rise to such Income Tax savings or refund to the extent that the amount of such payment would exceed the excess of (x) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments not previously reimbursed by the Tax Indemnitee to Lessee; providedJMB Indemnitee, provided that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will amount shall be carried forward and to reduce Lessee's or offset any future obligations to make subsequent payments of the Partnership hereunder with respect to such Tax Indemnitee pursuant to Section 39 of this 84 AgreementLoss on a dollar-for-dollar basis; and (B) if any loss of such Income Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes JMB Indemnitee subsequent to the year of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will realization by the JMB Indemnitee shall be treated as a Tax for which Lessee must indemnify the Tax Indemnitee Loss that is indemnifiable pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes provisions of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rateAgreement.

Tax Savings. IfIf any Indemnitee or Tax Indemnitee realizes any credits, deductions or other Tax benefits by reason of any payment madeor indemnity pursuant to Section 3.1 or Section 3.2 or, to the extent not otherwise taken into account in the computation of such payment or events giving rise indemnity, by reason of Sublease Agreement (MSN [__]) the imposition or payment of any Tax or Loss paid or indemnified against by Sublessee pursuant to Section 3.1 or Section 3.2, such paymentIndemnitee or Tax Indemnitee shall pay to Sublessee an amount equal to the lesser of (i) the sum of the amount by which such credits, deductions and other Tax benefits reduce such Indemnitee’s or Tax Indemnitee’s Taxes plus any Tax benefit realized as the result of any payment by such Indemnitee or Tax Indemnitee made pursuant to this sentence and (ii) the aggregate amount of all payments by Sublessee to or for the account of any such Indemnitee or Tax Indemnitee by Lessee pursuant to under Section 39(a) 3.1 or 39(b), such Tax Indemnitee at Section 3.2 (other than any time realizes a reduction in any Taxes or receives a refund which was not taken into account previously in computing such payment by Lessee to or for the account of the Tax Indemnitee, then the Tax Indemnitee will pay to Lessee an amount equal to such actual reduction in Taxes or such refund (including interest received), plus contest expenses and less the amount of any additional reduction in Taxes of the Tax prior payments by such Indemnitee attributable to the payment made by the or Tax Indemnitee to Lessee Sublessee pursuant to this sentence; providedSection 3.1.7), however, that (A) the Tax Indemnitee will not be obligated to make such payment with respect to any net Tax savings or refund to the extent that the amount of such payment would exceed the excess of (xi) all prior indemnity payments (excluding costs and expenses incurred with respect to contests) made by Lessee over (y) the amount of all prior payments by the Tax Indemnitee to Lessee; providedii), that any such excess tax savings realized (or deemed realized) by such Tax Indemnitee which are not paid to Lessee as a result of this subclause (A) will be if any, being carried forward and applied to reduce Lessee's pro tanto any subsequent obligations of Sublessee to make subsequent payments to such Indemnitee or Tax Indemnitee pursuant to Section 39 3.1 or Section 3.2. Any Taxes that are imposed on an Indemnitee or Tax Indemnitee as a result of the disallowance or reduction in a subsequent Tax year of a Tax benefit paid to Sublessee pursuant to this 84 Agreement; and (B) if any such Tax savings or refund realized by such the Tax Indemnitee, or any tax savings taken into account for purposes of determining "After-Tax Basis" will be lost or otherwise determined to be unavailable, such lost or otherwise unavailable Tax savings or refund will Section 3.1.7 shall be treated as a Tax for which Lessee must Sublessee is obligated to indemnify the such Indemnitee or Tax Indemnitee pursuant to Section 39(a) or 39(b), as the case may be (without regard to the exceptions exclusions set forth in Section 39(a)(4) and Section 39(b)(2) other than Section 39(a)(4)(iii), 39(a)(4)(iv), 39(b)(2)(iii) and 39(b)(2)(ix)). For purposes of this Section 39(c), each Tax Indemnity is assumed to be taxable at the Assumed Rate and an Inclusion is assumed to be taxable at the actual rate3.1.2.