Common use of Certain Exceptions Clause in Contracts

Certain Exceptions. The provisions of ss. 9.3.1 shall not apply to, and Lessee shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or any state or local Taxing Authority (1) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1) or (2), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, or commonwealth of the United States) (1) on, based on, or measured by gross or net income or receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1) or (2), Taxes in the nature of (aa) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, or property Taxes, or (bb) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to such Taxes by such jurisdiction but for (i) the location, registration, use, or operation of the Aircraft, the Airframe, any Engine, or any Part thereof by a Lessee Person within the jurisdiction of the Taxing Authority imposing such Tax, or (ii) the activities of any Lessee Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including use of any other aircraft by Lessee in such jurisdiction, (iii) the status of any Lessee Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (iv) Lessee's having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, or (v) in the case of the Pass-Through Trustees, any Participant, or any related Tax Indemnitee, Lessee's being incorporated, organized, or maintaining a place of business in such jurisdiction); (c) on, with respect to, or measured by any trustee fees, commissions, premiums, or compensation received by Owner Trustee, Pass-Through Trustee, Subordination Agent, Policy Provider or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inss.

Certain Exceptions. The provisions of ss. 9.3.1 shall not apply to, and Lessee shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or any state or local Taxing Authority (1) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1) or (2), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, or commonwealth of the United States) (1) on, based on, or measured by gross or net income or receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1) or (2), Taxes in the nature of (aa) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, or property Taxes, or (bb) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to such Taxes by such jurisdiction but for (i) the location, registration, use, or operation of the Aircraft, the Airframe, any Engine, or any Part thereof by a Lessee Person within the jurisdiction of the Taxing Authority imposing such Tax, or (ii) the activities of any Lessee Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including use of any other aircraft by Lessee in such jurisdiction, (iii) the status of any Lessee Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (iv) Lessee's having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, or (v) in the case of the Pass-Through Trustees, any Owner Participant, or any related Tax Indemnitee, Lessee's being incorporated, organized, or maintaining a place of business in such jurisdiction); (c) on, with respect to, or measured by any trustee fees, commissions, premiums, or compensation received by Owner Trustee, Pass-Through Trustee, Subordination Agent, Policy Provider or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inss.

Certain Exceptions. The provisions of ss. 9.3.1 Sections 10(c)(i) and 10(c)(ii) shall not apply to, and Lessee Borrower shall have no liability hereunder for, Taxes: (a1) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other thanthan Indemnified Withholding Taxes, in the case of clause (1) or (2), Taxes in the nature of sales, use, rental, stamp, documentary, license, or property Taxes and value added Taxes (to the extent that are not imposed as a substitute in direct substitution for an income taxTax), transfer, stamp, ad valorem, or property Taxes); (b2) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1aa) or (2bb), Taxes in the nature of (aay) sales, use, rental, stamp, documentary, license, or property Taxes and value added Taxes (to the extent that are not imposed as a substitute in direct substitution for an income taxTax), transfer, stamp, ad valorem, or property Taxes, or (bbz) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (i) the location, registration, use, or operation of the Aircraft, the Airframe, any Engine, or any Part thereof by a Lessee Person within the jurisdiction of the Taxing Authority imposing such Tax, or (ii) the activities of any Lessee Borrower Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including use of any other aircraft by Lessee in such jurisdiction, (iiiii) the status of any Lessee Borrower Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (iviii) Lessee's any Borrower Person having made (or having been deemed to have made) payments to or for the benefit of such Tax Indemnitee from the relevant jurisdiction, or (viv) in the case of the Pass-Through Trustees, any Participant, Borrower Person being incorporated or any related Tax Indemnitee, Lessee's being incorporated, organized, organized or maintaining a place of business or conducting activities in such jurisdiction); (c3) on, with respect to, or measured by any trustee fees, commissions, premiums, or compensation received by Owner Trustee, Pass-Through Trustee, Subordination Security Agent, Policy Provider or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e4) that are being contested as provided inssin Section 10(c)(iv) below; (5) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (6) imposed on or with respect to a Tax Indemnitee (including a transferee thereof in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or any of its Related Tax Indemnitees of any or all of its interest in the Collateral, any interest arising under the Operative Agreements, or any Loan Certificate, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Collateral by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer requested by Borrower or required by the Operative Agreements or pursuant to an exercise of remedies upon a then-existing Event of Default); (7) in excess of those that would have been imposed had there not been a transfer or other disposition excluded from indemnification by Section 10(c)(iii)(6) by or to such Tax Indemnitee or any of its Related Tax Indemnitees; (8) consisting of any interest, penalties, or additions to Tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or any of its Related Tax Indemnitees to properly and timely file any Tax return that it is required to file, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 10(c)(vii) with respect to such Tax return; (9) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or any of its Related Tax Indemnitees that Borrower is not obligated to discharge under the Operative Agreements; (10) imposed on a Tax Indemnitee as a result of the breach by such Tax Indemnitee or any of its Related Tax Indemnitees of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (11) in the nature of an intangible or similar Tax imposed upon or with respect to the value or principal amount of the interest of a Lender in any Loan Certificate or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and, in each case, are imposed because of the place of incorporation or the activities unrelated to the Transactions in the taxing jurisdiction of such Tax Indemnitee; (12) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States, to the extent that such Taxes result from a connection between the Tax Indemnitee or any of its Related Tax Indemnitees and such jurisdiction imposing such Tax unrelated to the Transactions; or (13) relating to ERISA or to Code § 4975. For purposes of this Section 10(c), a Person shall be considered a “Related Tax Indemnitee” of a Tax Indemnitee if that Person is an Affiliate or employer of such Tax Indemnitee, a director, officer, employee, agent or servant of such Tax Indemnitee or any such Affiliate, or a successor or permitted assign of any of the foregoing (other than pursuant to a Transfer).

Certain Exceptions. The provisions of ss. 9.3.1 Section 9.3(a) and Section 9.3(b) shall not apply to, and Lessee Borrower shall have no liability hereunder for, Taxes: (a1) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other thanthan Indemnified Withholding Taxes, in the case of clause (1) or (2), Taxes in the nature of sales, use, rental, stamp, documentary, license, or property Taxes and value added Taxes (to the extent that are not imposed as a substitute in direct substitution for an income tax), transfer, stamp, ad valorem, or property TaxesTax); (b2) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1aa) on, based on, or measured by gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2bb) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1aa) or (2bb), Taxes in the nature of (aay) sales, use, rental, stamp, documentary, license, or property Taxes and value added Taxes (to the extent that are not imposed as a substitute in direct substitution for an income taxTax), transfer, stamp, ad valorem, or property Taxes, or (bbz) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (i) the location, registration, use, or operation of the Aircraft, the Airframe, any Engine, or any Part thereof by a Lessee any Borrower Person within the jurisdiction of the Taxing Authority imposing such Tax, or (ii) the activities of any Lessee Borrower Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including use of any other aircraft by Lessee any Borrower Person in such jurisdiction, (iii) the status of any Lessee Borrower Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (iv) Lessee's any Borrower Person having made (or having been deemed to have made) payments to or for the benefit of such Tax Indemnitee from the relevant jurisdiction, or (v) in the case of the Pass-Through Trustees, any Participant, Borrower Person being incorporated or any related Tax Indemnitee, Lessee's being incorporated, organized, organized or maintaining a place of business or conducting activities in such jurisdiction); (c3) on, with respect to, or measured by any trustee fees, commissions, premiums, or compensation received by Owner Trustee, Pass-Through Trustee, Subordination Agent, Policy Provider Mortgagee or MortgageeWFB; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e4) that are being contested as provided inssin Section 9.3(e) below; (5) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (6) imposed on or with respect to a Tax Indemnitee (including a transferee thereof in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or any of its Related Tax Indemnitees of any or all of its interest in the Aircraft, the Airframe, any Engine, or any Part, any interest arising under the Operative Agreements, or any Equipment Note, or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (1) a substitution or replacement of the Aircraft, the Airframe, any Engine, or any Part by a Borrower Person that is treated for Tax purposes as a transfer or disposition, or (2) a transfer requested by Borrower or required by the Operative Agreements or pursuant to an exercise of remedies upon a then-existing Event of Default); (7) in excess of those that would have been imposed had there not been a transfer or other disposition excluded from indemnification by clause (6) of this Section 9.3(c) by or to such Tax Indemnitee or any of its Related Tax Indemnitees; (8) consisting of any interest, penalties, or additions to Tax imposed on a Tax Indemnitee as a result (in whole or in part) of a failure of such Tax Indemnitee or any of its Related Tax Indemnitees to properly and timely file any Tax return that it is required to file, unless such failure is caused by Borrower’s failure to fulfill its obligations (if any) under Section 9.3(g) with respect to such Tax return; (9) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or any of its Related Tax Indemnitees that Borrower is not obligated to discharge under the Operative Agreements; (10) imposed on a Tax Indemnitee as a result of the breach by such Tax Indemnitee or any of its Related Tax Indemnitees of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (11) in the nature of an intangible or similar Tax imposed upon or with respect to the value or principal amount of the interest of a Lender in any Equipment Note or the loan evidenced thereby, but only if such Taxes are in the nature of franchise Taxes or result from the conduct of business by such Tax Indemnitee in the taxing jurisdiction and, in each case, are imposed because of the place of incorporation or the activities unrelated to the Transactions in the taxing jurisdiction of such Tax Indemnitee; (12) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States, to the extent that such Taxes result from a connection between the Tax Indemnitee or any of its Related Tax Indemnitees and such jurisdiction imposing such Tax unrelated to the Transactions; or (13) relating to ERISA or to Code § 4975. For purposes of this Section 9.3, a Person shall be considered a “Related Tax Indemnitee” of a Tax Indemnitee if that Person is an Affiliate or employer of such Tax Indemnitee, a director, officer, employee, agent, or servant of such Tax Indemnitee or any such Affiliate, or a successor or permitted assign of any of the foregoing (other than pursuant to a Transfer).

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, including, without limitation, any such taxes imposed under FATCA or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to PARTICIPATION AGREEMENT 22-1 (A and B) PAGE 25 Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through Trustees, any Participant, the Note Holders or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inss.in Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of the Aircraft, the Airframe, any Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee;

Certain Exceptions. The provisions of ss. 9.3.1 Section 4.04(a) shall not apply to, and Lessee neither LATAM nor the Owner shall have no any liability hereunder for, Taxes: (ai) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, and any Taxes imposed under FATCA or any intergovernmental agreement entered into in connection with FATCA or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes sales, value added (which are not in substitution for or in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transferuse, stamp, ad valorem, license or property Taxes); (bii) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, licensevalue added, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee such Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee LATAM or the Sublessee in such jurisdiction, (iiiIII) the status of the Owner, LATAM, or the Sublessee as a resident of or as engaged in business in such jurisdiction, (IV) the status of any Lessee Person Tax Indemnitee as a foreign entity non-resident of such jurisdiction provided such Tax Indemnitee has no present or as an entity owned former connection with such jurisdiction other than arising solely from such Tax Indemnitee’s having executed, delivered, performed its obligations or received a payment under, or enforced, or engaged in whole or any other transaction pursuant to and in part by foreign personsaccordance with any Operative Agreement, (ivV) Lessee's LATAM or the Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vVI) in the case of the Pass-Owner, the Pass Through Trustees, any Participant, the Noteholders or any related Tax Indemnitee, Lessee's LATAM, the Owner, or the Sublessee being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (ciii) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or MortgageeLoan Trustee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (eiv) that are being contested as provided inssin Section 4.04(d) hereof; (v) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or a related Indemnitee; (vi) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, any interest arising under the Equipment Notes or the Operative Agreements or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of the Aircraft, the Airframe, any Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Indenture Event of Default that shall have occurred and have been continuing); (vii) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to a Tax Indemnitee or a related Tax Indemnitee described in paragraph (vi) above; (viii) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of the Owner or LATAM to fulfill its obligations, if any, under Section 4.04(f) with respect to such return; (ix) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that neither the Owner nor LATAM nor the Sublessee is obligated to discharge under the Operative Agreements; (x) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any related Tax Indemnitee contained in any Operative Agreement (including any Pass Through Trust Agreement) or the inaccuracy of any representation or warranty by such Tax Indemnitee or any related Tax Indemnitee in any Operative Agreement (including any Pass Through Trust Agreement); (xi) in the nature of a franchise, an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Noteholder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction by such Tax Indemnitee; (xii) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States or Chile to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (xiii) imposed as a result of a failure by such Tax Indemnitee (other than Owner) or a holder of the Pass Through Certificates to provide proper documentation establishing an exemption from or reduction of such Tax to which such Tax Indemnitee or Pass Through Certificate holder is entitled, where the Owner, LATAM or a Trustee has requested by written notice given a reasonable period of time (and in any event at least 30 days) before such Tax is due that such documentation be provided and where such Tax Indemnitee or Pass Through Certificate holder is legally entitled to provide such documentation; or (xiv) Taxes relating to ERISA or Section 4975 of the Code. For purposes hereof, a Person (whether or not such Person is a Tax Indemnitee as defined in Annex A) shall be considered a related Tax Indemnitee if such Person is an Affiliate or employer of a Tax Indemnitee, a director, officer, employee, agent, or servant of a Tax Indemnitee or any such Affiliate or a successor or permitted assignee of any of the foregoing. Notwithstanding anything in this Agreement or any other Operative Agreement to the contrary, in the event any amount is withheld by a Person, on account of a Tax for which the Owners and LATAM do not have liability under Section 4.04, from a payment or indemnity payable pursuant to any Operative Agreement to a Tax Indemnitee, the amount so withheld shall be considered for purposes of the Operative Agreements to have been paid to such Tax Indemnitee.

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes:: PARTICIPATION AGREEMENT (2010-1) (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through Trustees, any Participant, the Note Holders or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or MortgageeIndenture Trustee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of the Aircraft, the Airframe, any PARTICIPATION AGREEMENT (2010-1) Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax (i) upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) Taxes relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of ss. 9.3.1 Section 7.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, including, without limitation, any such taxes imposed under FATCA or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the any Aircraft, the any Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Through TrusteesClass A-1 Trust, any Participant, the Note Holders or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-Through any Applicable Trustee, Subordination Agent, Policy Provider Agent or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 7.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in any Aircraft, any Airframe, any Engine or any Part, any interest arising under the Operative Agreements, any Equipment Note or any Loan or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of any Aircraft, any Airframe, any Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 7.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the Loan Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement or the Loan Agreement; (k) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby, or of any Lender in any Loan, but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements or the Loan Agreement in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) Taxes relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, any withholding taxes on, based on or measured by gross or net income or receipts, and any Taxes imposed under FATCA or (ii) on, or with respect to, or measured by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (i) or (ii), sales, use, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession or commonwealth of the United States) (i) on, based on, or measured by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, or commonwealth of the United States) (1) on, based on, or measured by gross or net income or receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1) or (2), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through Trustees, any Participant, the Note Holders or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction);; PARTICIPATION AGREEMENT (2012-1) 27 (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or MortgageeIndenture Trustee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of the Aircraft, the Airframe, any Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax (i) upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection PARTICIPATION AGREEMENT (2012-1) 28 between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) Taxes relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, including, without limitation, any such taxes imposed under FATCA or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through Trustees, any Participant, Note Holder or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in any Aircraft, Airframe, Engine, Part, Spare Engine or Spare Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of any Aircraft, Airframe, Engine, Part, Spare Engine or Spare Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of the Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax (i) upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) Taxes relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, including, without limitation, any such taxes imposed under FATCA or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through Trustees, any Participant, the Note Holders or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through TrusteeTrustees, Subordination Agent, Policy Provider Agent or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of the Aircraft, the Airframe, any Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax (i) upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) Taxes relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, including, without limitation, any such taxes imposed under FATCA or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through TrusteesTrustee, any Participant, the Note Holder or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in any Aircraft, Airframe, Engine, Part, Spare Engine or Spare Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of any Aircraft, Airframe, Engine, Part, Spare Engine or Spare Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of the Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax (i) upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) Taxes relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes:: PARTICIPATION AGREEMENT (2011-1) (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through Trustees, any Participant, the Note Holders or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or MortgageeIndenture Trustee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of the Aircraft, the Airframe, any PARTICIPATION AGREEMENT (2011-1) Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax (i) upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) Taxes relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, including, without limitation, any such taxes imposed under FATCA or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through Trustees, any Participant, the Note Holders or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of the Aircraft, the Airframe, any Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, including, without limitation, any such taxes imposed under FATCA or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a PARTICIPATION AGREEMENT 2013-1 Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through Trustees, any Participant, the Note Holders or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of the Aircraft, the Airframe, any Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, any withholding taxes on, based on or measured by gross or net income or receipts, and any Taxes imposed under FATCA or (ii) on, or with respect to, or measured by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (i) or (ii), sales, use, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession or commonwealth of the United States) (i) on, based on, or measured by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, or commonwealth of the United States) (1) on, based on, or measured by gross or net income or receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, or measured by gross or net income or receipts, or (2) on, or with respect to, or measured by capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1) or (2), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through Trustees, any Participant, the Note Holders or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or MortgageeIndenture Trustee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of the Aircraft, the Airframe, any Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax (i) upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) Taxes relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.

Certain Exceptions. The provisions of ss. 9.3.1 Section 8.3.1 shall not apply to, and Lessee Owner shall have no liability hereunder for, Taxes: (a) imposed on a Tax Indemnitee by the federal government of the United States or any Taxing Authority or governmental subdivision of the United States or therein (including any state or local Taxing Authority Authority) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, including, without limitation, any such taxes imposed under FATCA or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes); (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental subdivision thereof or therein outside of the United States (including any Taxing Authority in or of a territory, possession, possession or commonwealth of the United States) (1i) on, based on, or measured by by, gross or net income or gross or net receipts, including capital gains taxes, excess profits taxes, minimum taxes from tax preferences, alternative minimum taxes, branch profits taxes, accumulated earnings taxes, personal holding company taxes, succession taxes and estate taxes, and any withholding taxes on, based on, on or measured by gross or net income or receipts, receipts or (2ii) on, or with respect to, or measured by by, capital or net worth or in the nature of a franchise tax or a tax for the privilege of doing business (other than, in the case of clause (1i) or (2ii), Taxes in the nature of (aaA) sales, use, license, value added (to the extent not imposed as a substitute for an income tax), transfer, stamp, ad valorem, license or property Taxes, or (bbB) any Taxes imposed by any Taxing Authority (other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is incorporated or organized or maintains its principal place of business) if such Tax Indemnitee would not have been subject to Taxes of such Taxes type by such jurisdiction but for (iI) the location, registration, use, use or operation of the Aircraft, the Airframe, any Engine, Engine or any Part thereof by a Lessee an Owner Person within the jurisdiction of the Taxing Authority imposing such Tax, or (iiII) the activities of any Lessee Owner Person (except for activities of a Lessee Person who is not an Affiliate, successor, or assign of Lessee acting in its capacity other than as a Lessee Person, which activities are unrelated to the transactions contemplated by the Operative Agreements) in such jurisdiction, including including, but not limited to, use of any other aircraft by Lessee Owner in such jurisdiction, (iiiIII) the status of any Lessee Owner Person as a foreign entity or as an entity owned in whole or in part by foreign persons, (ivIV) Lessee's Owner having made (or having been deemed to have made) payments to such Tax Indemnitee from the relevant jurisdiction, jurisdiction or (vV) in the case of the Pass-Pass Through TrusteesTrustee, any Participant, the Note Holders or any related Tax Indemnitee, Lessee's the Owner being incorporated, organized, incorporated or organized or maintaining a place of business or conducting activities in such jurisdiction); (c) on, or with respect to, or measured by by, any trustee fees, commissions, premiums, commissions or compensation received by Owner Trustee, Pass-the Pass Through Trustee, Subordination Agent, Policy Provider Agent or Mortgagee; (d) on the Trust or the Trust Estate that result from treatment of the Trust or the Trust Estate as an entity, such as a corporation, separate and apart from Owner Participant; (e) that are being contested as provided inssin Section 8.3.4 hereof; (e) imposed on any Tax Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Tax Indemnitee or any Affiliate thereof; (f) imposed on or with respect to a Tax Indemnitee (including the transferee in those cases in which the Tax on transfer is imposed on, or is collected from, the transferee) as a result of a transfer or other disposition (including a deemed transfer or disposition) by such Tax Indemnitee or a related Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, any interest arising under the Operative Agreements or any Equipment Note or as a result of a transfer or disposition (including a deemed transfer or disposition) of any interest in a Tax Indemnitee (other than (A) a substitution or replacement of the Aircraft, the Airframe, any Engine or any Part by an Owner Person that is treated for Tax purposes as a transfer or disposition, or (B) a transfer pursuant to an exercise of remedies upon an Event of Default that shall have occurred and have been continuing); (g) Taxes in excess of those that would have been imposed had there not been a transfer or other disposition by or to such Tax Indemnitee or a related Tax Indemnitee described in paragraph (f) above; (h) consisting of any interest, penalties or additions to tax imposed on a Tax Indemnitee as a result of (in whole or in part) failure of such Tax Indemnitee or a related Tax Indemnitee to file any return properly and timely, unless such failure shall be caused by the failure of Owner to fulfill its obligations, if any, under Section 8.3.6 with respect to such return; (i) resulting from, or that would not have been imposed but for, any Liens arising as a result of claims against, or acts or omissions of, or otherwise attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner is not obligated to discharge under the Operative Agreements; (j) imposed on any Tax Indemnitee as a result of the breach by such Tax Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or any Affiliate thereof contained in any Operative Agreement or the inaccuracy of any representation or warranty by such Tax Indemnitee or any Affiliate thereof in any Operative Agreement; (k) in the nature of an intangible or similar Tax (i) upon or with respect to the value or principal amount of the interest of any Note Holder in any Equipment Note or the loan evidenced thereby but only if such Taxes are in the nature of franchise Taxes or result from the Tax Indemnitee doing business in the taxing jurisdiction and are imposed because of the place of incorporation or the activities unrelated to the transactions contemplated by the Operative Agreements in the taxing jurisdiction of such Tax Indemnitee; (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction outside the United States to the extent that such Taxes would not have been imposed but for a connection between the Tax Indemnitee or a related Tax Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions contemplated by the Operative Agreements; or (m) Taxes relating to ERISA or Section 4975 of the Code. For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees that are successors, assigns, agents, servants or Affiliates of such Tax Indemnitee shall be related Tax Indemnitees.