Common use of Exceptions to Indemnity Clause in Contracts

Exceptions to Indemnity. The indemnity provided for in Article 16.1 does not extend to any of the following Taxes: (a) Taxes imposed by the U.S. or the State of California on the net income, gross receipts, capital, turnover or net worth and franchise taxes of LESSOR; (b) Taxes in jurisdictions in which LESSOR would have been subject to Tax to the extent that the parties had not consummated this transaction; provided, however, that if LESSEE's operation of the Aircraft to a jurisdiction and the operation of other aircraft owned by LESSOR to such jurisdiction causes LESSOR to be liable for any tax, then LESSEE will pay the portion of such Tax attributed to LESSEE's operations in such jurisdiction; (c) Taxes imposed in connection with a LESSOR's voluntary transfer or other disposition of all or any part of its interest in the Aircraft (or any part thereof) or this Lease other than resulting from an Event of Default which shall have occurred and be continuing or other foreclosure, seizure or sale of the Aircraft resulting from LESSEE's action or inaction; (d) Taxes imposed as a direct result of any LESSOR Lien; (e) any additional or incremental tax which arise solely as a result of LESSOR's failure to provide information necessary for LESSEE to properly complete and file any tax return or request an otherwise legally available exemption; (f) Taxes solely attributable a sale or transfer of the Aircraft not resulting from an act or omission of LESSEE; (g) Taxes attributable to the period prior to Delivery or after the Termination Date; or (h) Taxes attributable to LESSOR's gross negligence, willful misconduct or breach of this Lease.

Exceptions to Indemnity. The indemnity provided for in Article 16.1 does not extend to any of the following Taxes: (a) Taxes imposed by the U.S. or the State of California on the net income, gross receipts, capital, turnover or net worth and franchise taxes of LESSOR; (b) Taxes in jurisdictions in which LESSOR would have been subject to Tax to the extent that the parties had not consummated this transaction; provided, however, that if LESSEE's ’s operation of the Aircraft to a jurisdiction and the operation of other aircraft owned by LESSOR to such jurisdiction causes LESSOR to be liable for any tax, then LESSEE will pay the portion of such Tax attributed to LESSEE's ’s operations in such jurisdiction; (c) Taxes imposed in connection with a LESSOR's ’s voluntary transfer or other disposition of all or any part of its interest in the Aircraft (or any part thereof) or this Lease other than resulting from an Event of Default which shall have occurred and be continuing or other foreclosure, seizure or sale of the Aircraft resulting from LESSEE's ’s action or inaction; (d) Taxes imposed as a direct result of any LESSOR Lien; (e) any additional or incremental tax which arise solely as a result of LESSOR's ’s failure to provide information necessary necessary, for LESSEE to properly complete and file any tax return or request an otherwise legally available exemption; (f) Taxes solely attributable a sale or transfer of the Aircraft not resulting from an act or omission of LESSEE; (g) Taxes attributable to the period prior to Delivery or after the Termination Date; or (h) Taxes attributable to LESSOR's ’s gross negligence, willful misconduct or breach of this Lease.

Exceptions to Indemnity. The indemnity provided for in Article 16.1 Section 10(b) does not extend to any of the following Taxes: (ai) Taxes imposed on any Indemnitee in any jurisdiction in which such Indemnitee is subject to such Taxes solely as a result of transactions or activities unrelated to the transactions or activities contemplated by the U.S. or the State of California on the net income, gross receipts, capital, turnover or net worth and franchise taxes of LESSOROperative Documents; (b) Taxes in jurisdictions in which LESSOR would have been subject to Tax to the extent that the parties had not consummated this transaction; provided, however, that if LESSEE's operation of the Aircraft to a jurisdiction and the operation of other aircraft owned by LESSOR to such jurisdiction causes LESSOR to be liable for any tax, then LESSEE will pay the portion of such Tax attributed to LESSEE's operations in such jurisdiction; (cii) Taxes imposed in connection with on an Indemnitee as a LESSOR's result of a voluntary transfer or other disposition of all or any part of its interest in the Aircraft (or any part thereof) or this Lease other than resulting from or any interest in either thereof by the Lessor or such Indemnitee unless such transfer or disposition occurs pursuant to the exercise of remedies arising out of an Event of Default (provided that Lessor and such Indemnitee shall in such event consider in good faith any reasonable request by Lessee concerning an appropriate jurisdiction in which such sale, transfer or disposition shall have occurred and be continuing made); (iii) Taxes attributable solely to events or other foreclosure, seizure circumstances occurring or sale arising after return of the Aircraft resulting from LESSEE's action or inactionto Lessor in accordance with this Lease and the performance by Lessee of all of its obligations hereunder; (div) Taxes imposed on an Indemnitee resulting solely as a direct result of any LESSOR Lienthe breach of this Lease, gross negligence or willful misconduct of such Indemnitee; (ev) Taxes which (A) are United States federal income Taxes (other than United States Withholding Taxes or United States Transportation Taxes) or any additional value added, consumption or incremental tax similar Taxes which arise solely as a result are imposed in lieu of LESSOR's failure or in replacement of United States federal income Taxes to provide information necessary for LESSEE which the relevant Indemnitee was theretofore subject or (B) are Taxes on, based on, or measured by the net income of an Indemnitee and are imposed by any Governmental Entity (other than the United States) or taxing authority thereof (or any Taxes which are expressly imposed by such Governmental Entity or taxing authority in lieu of Taxes on, based on, or measured by net income) except to properly complete the extent that such Taxes are imposed by reason of the use or operation of the Aircraft, the presence of Lessee or the making of payments by Lessee from, such jurisdiction; PROVIDED, HOWEVER, that this exclusion shall not apply to Taxes which are, or are in the nature of, sales, use, excise and file any tax return or request an otherwise legally available exemptionsimilar Taxes; (fvi) Taxes (other than Taxes described in Section 10(c)(v)) which are imposed in any taxing jurisdiction except to the extent that (A) such Taxes are imposed solely attributable a sale or transfer by reason of the Aircraft not resulting from an act use or omission operation of LESSEEthe Aircraft, the presence of Lessee or the making of payments by Lessee from, such jurisdiction ("Use Jurisdiction Taxes") and (B) such Use Jurisdiction Taxes exceed in the aggregate the amount of Taxes which would have been payable in such jurisdiction in the absence therein of the use or operation of the Aircraft, the presence of Lessee or the making of payments by Lessee from, such jurisdiction; (gvii) Taxes attributable to arising out of, with respect to, based on or measured by the period prior to Delivery granting by any Indemnitee of a security interest in the Aircraft or after any portion thereof or the Termination Datevalue or principal amount of any debt created by any Indemnitee; or (hviii) Taxes attributable to LESSOR's gross negligence, willful misconduct for which the relevant Indemnitee has expressly assumed responsibility under this Lease or breach of this Leaseany other Operative Document.

Exceptions to Indemnity. The indemnity provided for in Article 16.1 does not extend to any of the following Taxes: (a) Taxes imposed by the U.S. or the State of California on the net income, gross receipts, capital, turnover or net worth and franchise taxes of LESSOR; (b) Taxes in jurisdictions in which LESSOR would have been subject to Tax to the extent that the parties had not consummated this transaction; provided, however, that if LESSEE's operation of the Aircraft to a jurisdiction and the operation of other aircraft owned by LESSOR to such jurisdiction causes LESSOR to be liable for any tax, then LESSEE will pay the portion of such Tax attributed to LESSEE's operations in such jurisdiction; (c) Taxes imposed in connection with a LESSOR's voluntary transfer or other disposition of all or any part of its interest in the Aircraft (or any part thereof) or this Lease other than resulting from an Event of Default which shall have occurred and be continuing or other foreclosure, seizure or sale of the Aircraft resulting from LESSEE's action or inaction; (d) Taxes imposed as a direct result of any LESSOR Lien; (e) any additional or incremental tax which arise solely as a result of LESSOR's failure to provide information necessary necessary, for LESSEE to properly complete and file any tax return or request an otherwise legally available exemption; (f) Taxes solely attributable a sale or transfer of the Aircraft not resulting from an act or omission of LESSEE; (g) Taxes attributable to the period prior to Delivery or after the Termination Date; or (h) Taxes attributable to LESSOR's gross negligence, willful misconduct or breach of this Lease.