Tax Owner Loss Event means any of the following with respect to any Equipment Asset: (a) Lessor determines that it is not entitled to claim on its Federal income tax return all or any portion of the Tax Benefits; (b) any Tax Benefit claimed on Lessor's Federal income tax return is disallowed or adjusted by the Internal Revenue Service; or (c) any Tax Benefit is recomputed or recaptured.
If, as a result of a breach of any representation, warranty or covenant of Lessee, a Tax Owner Loss Event occurs, Lessee shall pay, as Lessor's exclusive remedy, to Lessor on demand the corresponding Tax Benefit Reimbursement Amount.