Common use of Exclusions from General Tax Indemnity Clause in Contracts

Exclusions from General Tax Indemnity. The provisions of Section 16 and Section 39(b)(1) will not apply to, and Lessee will have no responsibility under Section 16 and no liability under Section 39(b)(1) with respect to: (i) Taxes on any Sprint Group Member (other than such Taxes that are sales, use, rental, property, stamp, document filing, license, or ad valorem Taxes, or value added Taxes that are in the nature of or in lieu of such Taxes) imposed on any such member that are franchise Taxes, privilege Taxes, doing business Taxes, or Taxes imposed on, based on or measured by, gross or net income, receipts, capital, or net worth of any such member which are imposed by any state, local, or other taxing authority within the United States or by any foreign or international taxing authority; (ii) Taxes imposed by any jurisdiction on any Sprint Group Member solely as a result of its activities in such jurisdiction unrelated to the transactions contemplated by this Agreement and related documents; (iii) Taxes on any Sprint Group Member that would not have been imposed but for the willful misconduct or gross negligence of any such member or an Affiliate of any Sprint Group Member or the inaccuracy or breach of any representation, warranty, or covenant of such Tax Indemnitee or any of its Affiliates under the Transaction Documents (except to the extent such inaccuracy or breach is attributed to an inaccuracy or breach of any representation, warranty or covenant of Lessee or an Affiliate under the Transaction Documents); (iv) Taxes which are attributable to any period or circumstance occurring after the expiration or earlier termination of the Term with respect to a Site, except to the extent attributable to (I) a failure of Lessee or any of its transferees or sublessees or users of the Leased Property (other than Lessor or Sprint or its Affiliates) to fully discharge its obligations under this Agreement and related documents, (II) Taxes imposed on or with respect to any payments that are due after the expiration or earlier termination of the Term with respect to a Site and which are attributable to a period or circumstance occurring prior to or simultaneously with such expiration or earlier termination, (III) the entry into a New Lease under Section 40 of this Agreement; or (IV) any severance of this Agreement under Section 41; (v) any Tax that is being contested in accordance with the provisions of Section 39(d) during the pendency of such contest, but only for so long as such contest is continuing in accordance with Section 39(d) and payment is not otherwise required pursuant to Section 39(d); (vi) Taxes imposed on a Tax Indemnitee that would not have been imposed but for any act of such Tax Indemnitee (or any Affiliate thereof) that is expressly prohibited, or omission of an act that is expressly required, as the case may be, by any Transaction Document; (vii) Taxes that would not have been imposed but for any voluntary sale, assignment, transfer, pledge, or other disposition or hypothecation or the involuntary sale, assignment, transfer, or other disposition attributable to the bankruptcy, insolvency or the breach of any covenant or obligation of the Tax Indemnitee set forth in the Transaction Documents of or by any such Tax Indemnitee, in either case, of any of the Leased Property or portion of such Leased Property by any such Tax Indemnitee other than a sale, assignment, transfer, or disposition (A) contemplated by the Transaction Documents, (B) otherwise resulting from the exercise by any Sprint Group Member of its rights or performance of its obligations under the Transaction Documents or (C) attributable to a default by Lessee and/or exercise of remedies under this Agreement; (viii) Taxes imposed on a Tax Indemnitee that would not have been imposed but for such Tax Indemnitee's (or Affiliate's) breach of its contest obligations under Section 39(d) (but only to the extent such breach materially prejudices the Lessee's ability to contest such Taxes or results in an increase in the amount of Lessee's indemnification obligation hereunder); (ix) Taxes imposed on a Tax Indemnitee in the nature of interest, penalties, fines and additions to Tax to the extent based upon issues unrelated to the transactions contemplated by the Transaction Documents; (x) Taxes imposed on any Sprint Group Member that are United States federal, state or local net income Taxes of any such member; (xi) Taxes imposed in connection with or as a result of the leasing or use of the Sprint Collocation Space by Sprint or its Affiliates or the payment or accrual of the Sprint Collocation Charge; or (xii) Taxes to the extent that they are not the responsibility of Lessee as described in Section 16(a) without regard to this subsection. The provisions of this Section 39(b)(2) will not apply to any Taxes imposed in respect of the receipt or accrual of any payment made by Lessee on an After-Tax Basis.

Exclusions from General Tax Indemnity. The provisions indemnity provided for in Section 12.3 above shall not extend or apply to any of Section 16 and Section 39(b)(1) will not apply to, and Lessee will have no responsibility under Section 16 and no liability under Section 39(b)(1) with respect tothe following: (a) any Income Tax imposed on an Indemnitee by (i) Taxes on any Sprint Group Member (other than such Taxes that are sales, use, rental, property, stamp, document filing, license, or ad valorem Taxes, or value added Taxes that are in the nature of or in lieu of such Taxes) imposed on any such member that are franchise Taxes, privilege Taxes, doing business Taxes, or Taxes imposed on, based on or measured by, gross or net income, receipts, capital, or net worth of any such member which are imposed by any state, local, or other taxing authority within the United States or by any foreign or international taxing authority; federal government, (ii) Taxes any state or local government, (iii) any foreign government or any political subdivision or taxing authority thereof, (iv) any territory or possession of the United States, or (v) any international authority; provided, however, that such exclusion shall not apply to any Income Tax to the extent that (A) such Income Tax is imposed by any jurisdiction on any Sprint Group Member solely in which such Indemnitee would not be subject to Income Tax but for or as a result of its (I) the 41 operation, registration, location, presence, or use of the Aircraft, the Airframe, any Engine or any Part thereof, or (II) the place of organization or principal office or the activities of Lessee or any Permitted Sublessee in such jurisdiction unrelated jurisdiction, and (B) exceeds the amount of Income Tax for which the Indemnitee would otherwise have been liable in the absence of the circumstances referred to in (I) and (II). (b) any tax imposed on or with respect to an Indemnitee resulting from any voluntary transfer by such Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part, or any involuntary transfer of the Aircraft, the Airframe or any Engine or any Part in connection with any bankruptcy or similar proceeding for the relief of debtors in which such Indemnitee is the debtor or any foreclosure by a creditor of such Indemnitee with respect thereto, other than a transfer pursuant to the transactions contemplated by this Agreement exercise of remedies while an Event of Default shall have occurred and related documentsbe continuing; (iiic) any tax imposed on or with respect to an Indemnitee resulting from such Indemnitee's gross negligence or willful misconduct. (d) any Tax attributable to the Aircraft that is imposed with respect to any period after the expiration of the Term and the return of possession of the Aircraft to Lessor in accordance with the terms of Section 8; provided, however, that the exclusion set forth in this paragraph shall not apply to any Taxes or other impositions relating to events occurring or matters arising prior to or simultaneously with such expiration. (e) any Tax imposed on or with respect to an assignee or successor of the interest of an Indemnitee to the extent that such Tax would not have been imposed on or with respect to the assignor Indemnitee (other than a Tax imposed on an assignee of the Indemnitee who became such following the exercise by Lessor of its remedies under Sectionn 15). (f) any Sprint Group Member Tax that would not have been imposed but for the willful misconduct a Lessor Lien. (g) any event or gross negligence occurrence for which Lessee is obligated under this Lease to make a payment of any such member Stipulated Loss Value or an Affiliate amount determined by reference to the Stipulated Loss Value; (h) the failure of any Sprint Group Member or the inaccuracy or breach of any representation, warranty, or covenant of such Tax an Indemnitee or any of to exercise its Affiliates under the Transaction Documents (except contest rights as and to the extent such inaccuracy or breach is attributed to an inaccuracy or breach of any representation, warranty or covenant of Lessee or an Affiliate under the Transaction Documents); (iv) Taxes which are attributable to any period or circumstance occurring after the expiration or earlier termination of the Term with respect to a Site, except to the extent attributable to (I) a failure of Lessee or any of its transferees or sublessees or users of the Leased Property (other than Lessor or Sprint or its Affiliates) to fully discharge its obligations under this Agreement and related documents, (II) Taxes imposed on or with respect to any payments that are due after the expiration or earlier termination of the Term with respect to a Site and which are attributable to a period or circumstance occurring prior to or simultaneously with such expiration or earlier termination, (III) the entry into a New Lease under Section 40 of this Agreement; or (IV) any severance of this Agreement under Section 41; (v) any Tax that is being contested in accordance with the provisions of Section 39(d) during the pendency of such contest, but only for so long as such contest is continuing in accordance with Section 39(d) and payment is not otherwise required pursuant to Section 39(d); (vi) Taxes imposed on a Tax Indemnitee that would not have been imposed but for any act of such Tax Indemnitee (or any Affiliate thereof) that is expressly prohibited, or omission of an act that is expressly required, as the case may be, by any Transaction Document; (vii) Taxes that would not have been imposed but for any voluntary sale, assignment, transfer, pledge, or other disposition or hypothecation or the involuntary sale, assignment, transfer, or other disposition attributable to the bankruptcy, insolvency or the breach of any covenant or obligation of the Tax Indemnitee set forth in the Transaction Documents of or by any such Tax Indemnitee, in either case, of any of the Leased Property or portion of such Leased Property by any such Tax Indemnitee other than a sale, assignment, transfer, or disposition (A) contemplated by the Transaction Documents, (B) otherwise resulting from the exercise by any Sprint Group Member of its rights or performance of its obligations under the Transaction Documents or (C) attributable to a default by Lessee and/or exercise of remedies under this Agreement; (viii) Taxes imposed on a Tax Indemnitee that would not have been imposed but for such Tax Indemnitee's (or Affiliate's) breach of its contest obligations under Section 39(d) (but only to the extent such breach materially prejudices the Lessee's ability to contest such Taxes or results in an increase in the amount of Lessee's indemnification obligation hereunder); (ix) Taxes imposed on a Tax Indemnitee in the nature of interest, penalties, fines and additions to Tax to the extent based upon issues unrelated to the transactions contemplated by the Transaction Documents; (x) Taxes imposed on any Sprint Group Member that are United States federal, state or local net income Taxes of any such member; (xi) Taxes imposed in connection with or as a result of the leasing or use of the Sprint Collocation Space by Sprint or its Affiliates or the payment or accrual of the Sprint Collocation Charge; or (xiii) Taxes to the extent that they are not the responsibility of Lessee as described in Section 16(a) without regard to this subsection. The provisions of this Section 39(b)(2) will not apply to any Taxes imposed in respect of the receipt or accrual failure of any payment made by Lessee on Indemnitee to file proper and timely reports or returns or to pay any taxes when due or to claim an After-Tax Basisapplicable exemption.

Exclusions from General Tax Indemnity. The provisions indemnity provided for in Section 12.3 above shall not extend or apply to any circumstance described in any one or more of Section 16 and Section 39(b)(1) will not apply to, and Lessee will have no responsibility under Section 16 and no liability under Section 39(b)(1) with respect tothe following provisions: (a) any Income Tax imposed on an Indemnitee by (i) Taxes on any Sprint Group Member (other than such Taxes that are sales, use, rental, property, stamp, document filing, license, or ad valorem Taxes, or value added Taxes that are in the nature of or in lieu of such Taxes) imposed on any such member that are franchise Taxes, privilege Taxes, doing business Taxes, or Taxes imposed on, based on or measured by, gross or net income, receipts, capital, or net worth of any such member which are imposed by any state, local, or other taxing authority within the United States or by any foreign or international taxing authority; federal government, (ii) Taxes any state or local government, (iii) any foreign government or any political subdivision or taxing authority thereof, (iv) any territory or possession of the United States, or (v) any international authority; provided, however, that such exclusion shall not apply to any Income Tax to the extent that such Income Tax (A) is imposed by any jurisdiction on any Sprint Group Member solely in which such Indemnitee would not be subject to Income Tax but for or as a result of its activities in such jurisdiction unrelated to the transactions contemplated by this Agreement and related documents; (iii) Taxes on any Sprint Group Member that would not have been imposed but for the willful misconduct or gross negligence of any such member or an Affiliate of any Sprint Group Member or the inaccuracy or breach of any representation, warranty, or covenant of such Tax Indemnitee or any of its Affiliates under the Transaction Documents (except to the extent such inaccuracy or breach is attributed to an inaccuracy or breach of any representation, warranty or covenant of Lessee or an Affiliate under the Transaction Documents); (iv) Taxes which are attributable to any period or circumstance occurring after the expiration or earlier termination of the Term with respect to a Site, except to the extent attributable to (I) a failure the operation, registration, location, presence, rental or use of the Aircraft, the Airframe, any Engine or any Part thereof, or (II) the place of organization or principal office or the activities of Lessee or any sublessee in such jurisdiction, and (B) exceeds the amount of its transferees or sublessees or users Income Tax for which the Indemnitee would otherwise have been actually liable in the absence of the Leased Property circumstances referred to in (other than Lessor or Sprint or its AffiliatesI) to fully discharge its obligations under this Agreement and related documents, (II). (b) Taxes any Tax imposed on or with respect to an Indemnitee resulting from any payments voluntary transfer by such Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any Part in a transaction, or any involuntary transfer of the Aircraft, the Airframe or any Engine or any Part in connection with any bankruptcy or similar proceeding for the relief of debtors in which such Indemnitee is the debtor or any foreclosure by a creditor of such Indemnitee with respect thereto, other than a transfer while an Event of Default or a Default under Section 14(a)(v) has occurred and is continuing; (c) any Tax imposed on or with respect to an Indemnitee resulting from such Indemnitee's gross negligence or willful misconduct. (d) any Tax attributable to the Aircraft that are due is imposed with respect to any period after the expiration or earlier termination of the Term with respect and the return of possession of the Aircraft to a Site and which are attributable to a period or circumstance occurring prior to or simultaneously with such expiration or earlier termination, (III) the entry into a New Lease under Section 40 of this Agreement; or (IV) any severance of this Agreement under Section 41; (v) any Tax that is being contested Lessor in accordance with the provisions terms of Section 39(d) during this Lease if no Event of Default is existing at the pendency time of such contest, but only for so long as such contest is continuing in accordance with Section 39(d) and payment is not otherwise required pursuant to Section 39(d)return; (vie) Taxes any Tax imposed on a or with respect to an assignee or successor of the interest of an Indemnitee to the extent that such Tax Indemnitee that would not have been imposed but for any act of such Tax Indemnitee (on or any Affiliate thereof) that is expressly prohibited, or omission of an act that is expressly required, as with respect to the case may be, by any Transaction Documentassignor Indemnitee; (viif) Taxes imposed on the Owner Participant and indemnified under the Tax Indemnity Agreement; 47 (g) any Taxes that would not have been imposed be incurred but for any voluntary sale, assignment, transfer, pledge, or other disposition or hypothecation or the involuntary sale, assignment, transfer, or other disposition attributable failure of an Indemnitee to the bankruptcy, insolvency or the breach of any covenant or obligation of the Tax Indemnitee set forth in the Transaction Documents of or by any such Tax Indemnitee, in either case, of any of the Leased Property or portion of such Leased Property by any such Tax Indemnitee other than a sale, assignment, transfer, or disposition (A) contemplated by the Transaction Documents, (B) otherwise resulting from the exercise by any Sprint Group Member of its rights or performance of its obligations under the Transaction Documents or (C) attributable to a default by Lessee and/or exercise of remedies under this Agreement; (viii) Taxes imposed on a Tax Indemnitee that would not have been imposed but for such Tax Indemnitee's (or Affiliate's) breach of its contest obligations under Section 39(d) (but only rights as and to the extent such breach materially prejudices the Lessee's ability to contest such Taxes or results in an increase in the amount of Lessee's indemnification obligation required hereunder); (ix) Taxes imposed on a Tax Indemnitee in the nature of interest, penalties, fines and additions to Tax to the extent based upon issues unrelated to the transactions contemplated by the Transaction Documents; (x) Taxes imposed on any Sprint Group Member that are United States federal, state or local net income Taxes of any such member; (xi) Taxes imposed in connection with or as a result of the leasing or use of the Sprint Collocation Space by Sprint or its Affiliates or the payment or accrual of the Sprint Collocation Charge; or (xiih) Taxes the failure of any Indemnitee to file proper and timely reports or returns or to pay any taxes when due or to claim an applicable exemption, unless such failure is attributable to the extent that they are not the responsibility failure of Lessee as described in Section 16(a) without regard to this subsection. The provisions of this Section 39(b)(2) will not apply provide all information required to any Taxes imposed in respect of be provided under the receipt or accrual of any payment made by Lessee on an After-Tax BasisLease.

Exclusions from General Tax Indemnity. The provisions of Section 16 22 and Section 39(b)(134(b)(i) will shall not apply to, and Lessee will Tower Operator shall have no responsibility under Section 16 22 and no liability under Section 39(b)(134(b)(i) with respect to: (iA) Taxes on any Sprint T-Mobile Group Member (other than such Taxes that are sales, use, rental, property, stamp, document filing, license, or ad valorem Taxes, or value added Taxes that are in the nature of or in lieu of such Taxes) imposed on any such member that are franchise Taxes, privilege Taxes, doing business Taxes, Taxes or Taxes imposed on, based on or measured by, gross or net income, receipts, capital, capital or net worth of any such member which are imposed by any state, local, local or other taxing authority within the United States or by any foreign or international taxing authorityauthority (in each case, other than Taxes that are or are in the nature of or in lieu of, sales, use, rental, property, stamp, document filing, license or ad valorem Taxes); (iiB) Taxes imposed by any jurisdiction on any Sprint T-Mobile Group Member solely as a result of its activities in such jurisdiction unrelated to the transactions contemplated by this Agreement and related documents; (iiiC) Taxes on any Sprint T-Mobile Group Member that would not have been imposed but for the willful misconduct or gross negligence of any such member or an Affiliate of any Sprint T-Mobile Group Member or the inaccuracy or breach of any representation, warranty, or covenant of such Tax Indemnitee or any of its Affiliates under the Transaction Documents (except to the extent such inaccuracy or breach is attributed to an inaccuracy or breach of any representation, warranty or covenant of Lessee Tower Operator or an Affiliate under the Transaction Documents); (ivD) Taxes which that are attributable to any period or circumstance occurring before the Term with respect to a Site or after the expiration or earlier termination of the Term with respect to a Sitesuch Term, except to the extent attributable to (I1) a failure of Lessee Tower Operator or any of its transferees or sublessees or users of the Leased Included Property (other than Lessor the T-Mobile Lessors or Sprint T-Mobile or its Affiliates) to fully discharge its obligations under this Agreement and related documents, (II2) Taxes imposed on or with respect to any payments that are due after the expiration or earlier termination of the Term with respect to a Site and which that are attributable to a period or circumstance occurring prior to during such Term, or simultaneously with such expiration or earlier termination, (III3) the entry into a New Lease under Section 40 of this Agreement; 21 following the default or (IV) any severance of this Agreement under Section 41breach by Tower Operator; (vE) any Any Tax that is being contested in accordance with the provisions of Section 39(d34(d) during the pendency of such contest, but only for so long as such contest is continuing in accordance with Section 39(d34(d) and payment is not otherwise required pursuant to Section 39(d34(d); (viF) Taxes imposed on a Tax Indemnitee that would not have been imposed but for any act of such Tax Indemnitee (or any Affiliate thereof) that is expressly prohibited, or omission of an act that is expressly required, as the case may be, by any Transaction Document; (viiG) Taxes that would not have been imposed but for any voluntary sale, assignment, transfer, pledge, pledge or other disposition or hypothecation or the involuntary sale, assignment, transfer, transfer or other disposition attributable to the bankruptcyBankruptcy, insolvency or the breach of any covenant or obligation of the Tax Indemnitee set forth in the Transaction Documents of or by any such Tax Indemnitee, in either case, of any of the Leased Included Property or portion of such Leased Included Property by any such Tax Indemnitee other than a sale, assignment, transfer, or disposition (A1) contemplated by the Transaction DocumentsDocuments or to or at the request of Tower Operator, (B2) otherwise resulting from the exercise by any Sprint T-Mobile Group Member of its rights or performance of its obligations under the Transaction Documents or (C3) attributable to in connection with a default by Lessee and/or Tower Operator or exercise of remedies under this Agreement; (viiiH) Taxes imposed on a Tax Indemnitee that would not have been imposed but for such Tax Indemnitee's ’s (or Affiliate's’s) breach of its contest obligations under Section 39(d34(d) (but only to the extent such breach materially prejudices the Lessee's Tower Operator’s ability to contest such Taxes or results in an increase in the amount of Lessee's Tower Operator’s indemnification obligation hereunder); (ixI) Taxes imposed on a Tax Indemnitee in the nature of interest, penalties, fines and additions to Tax to the extent based upon issues unrelated to the transactions contemplated by the Transaction Documents; (xJ) Taxes imposed on any Sprint T-Mobile Group Member that are United States federal, state or local net income Taxes of any such member; (xiK) Taxes imposed in connection with or as a result of the leasing or use of the Sprint T-Mobile Collocation Space by Sprint T-Mobile or its Affiliates or the payment or accrual of the Sprint T-Mobile Collocation ChargeRent; or (xiiL) Taxes to the extent that they are not the responsibility of Lessee Tower Operator as described in Section 16(a20(e) or Section 22 without regard to this subsection. The provisions of this Section 39(b)(234(b)(ii) will shall not apply to any Taxes imposed in respect of the receipt or accrual of any indemnity payment made by Lessee Tower Operator on an Afterafter-Tax Basisbasis and, for purposes of the last sentence of Section 34(c), shall apply only with respect to the exclusions in clauses (C), (F) and (H).

Exclusions from General Tax Indemnity. The provisions of Section 16 22 and Section 39(b)(134(b)(i) will shall not apply to, and Lessee will Tower Operator shall have no responsibility under Section 16 22 and no liability under Section 39(b)(134(b)(i) with respect to: (iA) Taxes on any Sprint AT&T Group Member (other than such Taxes that are sales, use, rental, property, stamp, document filing, license, or ad valorem Taxes, or value added Taxes that are in the nature of or in lieu of such Taxes) imposed on any such member that are franchise Taxes, privilege Taxes, doing business Taxes, Taxes or Taxes imposed on, based on or measured by, gross or net income, receipts, capital, capital or net worth of any such member which are imposed by any state, local, local or other taxing authority within the United States or by any foreign or international taxing authorityauthority (in each case, other than Taxes that are or are in the nature of or in lieu of, sales, use, rental, property, stamp, document filing, license or ad valorem Taxes); (iiB) Taxes imposed by any jurisdiction on any Sprint AT&T Group Member solely as a result of its activities in such jurisdiction unrelated to the transactions contemplated by this Agreement and related documents; (iiiC) Taxes on any Sprint AT&T Group Member that would not have been imposed but for the willful misconduct or gross negligence of any such member or an Affiliate of any Sprint AT&T Group Member or the inaccuracy or breach of any representation, warranty, or covenant of such Tax Indemnitee or any of its Affiliates under the Transaction Documents (except to the extent such inaccuracy or breach is attributed to an inaccuracy or breach of any representation, warranty or covenant of Lessee Tower Operator or an Affiliate under the Transaction Documents); (ivD) Taxes which that are attributable to any period or circumstance occurring before the Term with respect to a Site or after the expiration or earlier termination of the Term with respect to a Sitesuch Term, except to the extent attributable to (I1) a failure of Lessee Tower Operator or any of its transferees or sublessees or users of the Leased Included Property (other than Lessor the AT&T Lessors or Sprint or its their Affiliates) to fully discharge its obligations under this Agreement and related documents, (II2) Taxes imposed on or with respect to any payments that are due after the expiration or earlier termination of the Term with respect to a Site and which that are attributable to a period or circumstance occurring prior to during such Term or simultaneously with such expiration or earlier termination, (III3) the entry into a New Lease under Section 40 of this Agreement; 21 following the default or (IV) any severance of this Agreement under Section 41breach by Tower Operator; (vE) any Any Tax that is being contested in accordance with the provisions of Section 39(d34(d) during the pendency of such contest, but only for so long as such contest is continuing in accordance with Section 39(d34(d) and payment is not otherwise required pursuant to Section 39(d34(d); (viF) Taxes imposed on a Tax Indemnitee that would not have been imposed but for any act of such Tax Indemnitee (or any Affiliate thereof) that is expressly prohibited, or omission of an act that is expressly required, as the case may be, by any Transaction Document; (viiG) Taxes that would not have been imposed but for any voluntary sale, assignment, transfer, pledge, pledge or other disposition or hypothecation or the involuntary sale, assignment, transfer, transfer or other disposition attributable to the bankruptcy, insolvency a Bankruptcy Event or the breach of any covenant or obligation of the Tax Indemnitee set forth in the Transaction Documents of or by any such Tax Indemnitee, in either case, of any of the Leased Included Property or portion of such Leased Included Property by any such Tax Indemnitee other than a sale, assignment, transfer, or disposition (A1) contemplated by the Transaction DocumentsDocuments or to or at the request of Tower Operator, (B2) otherwise resulting from the exercise by any Sprint AT&T Group Member of its rights or performance of its obligations under the Transaction Documents or (C3) attributable to in connection with a default by Lessee and/or Tower Operator or exercise of remedies under this Agreement; (viiiH) Taxes imposed on a Tax Indemnitee that would not have been imposed but for such Tax Indemnitee's ’s (or Affiliate's’s) breach of its contest obligations under Section 39(d34(d) (but only to the extent such breach materially prejudices the Lessee's Tower Operator’s ability to contest such Taxes or results in an increase in the amount of Lessee's Tower Operator’s indemnification obligation hereunder); (ixI) Taxes imposed on a Tax Indemnitee in the nature of interest, penalties, fines and additions to Tax to the extent based upon issues unrelated to the transactions contemplated by the Transaction Documents; (xJ) Taxes imposed on any Sprint AT&T Group Member that are United States federal, state or local net income Taxes of any such member; (xiK) Taxes imposed in connection with or as a result of the leasing or use of the Sprint AT&T Collocation Space by Sprint AT&T or its Affiliates or the payment or accrual of the Sprint Collocation ChargeAT&T Rent Amount; or (xiiL) Taxes to the extent that they are not the responsibility of Lessee Tower Operator as described in Section 16(a20(e) or Section 22 without regard to this subsection. The provisions of this Section 39(b)(234(b)(ii) will shall not apply to any Taxes imposed in respect of the receipt or accrual of any indemnity payment made by Lessee Tower Operator on an Afterafter-Tax Basisbasis and, for purposes of the last sentence of Section 34(c), shall apply only with respect to the exclusions in clauses (C), (F) and (H).

Exclusions from General Tax Indemnity. The provisions of Section 16 and Section 39(b)(1) will 8.1 shall not apply to: (a) Taxes on, and Lessee will have no responsibility under Section 16 and no liability under Section 39(b)(1) based on, or measured by or with respect to: to the net income of an Indemnitee (i) including minimum Taxes, capital gains Taxes, Taxes on any Sprint Group Member (or measured by items of tax preference or alternative minimum Taxes) other than (A) any such Taxes that are, or are in the nature of, sales, use, rental, property, stamp, document filing, license, rental (other than Taxes imposed on net rental income) or ad valorem property Taxes, or value added Taxes that are in the nature of or in lieu of such Taxes(B) imposed on any such member that are franchise Taxes, privilege Taxes, doing business Taxes, or withholding Taxes imposed on, based on or measured by, gross or net income, receipts, capital, or net worth of any such member which are imposed by any state, local, or other taxing authority within the United States or Nevada (I) on payments with respect to the Notes, or (II) on Rent, to the extent the net payment of Rent after deduction of such withholding Taxes would be less than amounts currently payable with respect to the Notes and (C) any such Taxes imposed on such Indemnitee by any foreign state (other than Nevada) or international local taxing authority; (ii) authority in such state to the extent such Taxes are imposed by any jurisdiction on any Sprint Group Member solely as a result of its activities in Lessee moving the Equipment or any part thereof to such jurisdiction unrelated state; (b) Taxes that are based on, measured by or imposed with respect to the transactions contemplated fees or other compensation received by this Agreement and related documents; a Person acting as Trustee or Agent (iiiin their respective individual capacities) Taxes on or any Sprint Group Member that would not have been imposed but for the willful misconduct or gross negligence of any such member or an Affiliate of any Sprint Group Member thereof for acting as trustees under the Trust Agreement or the inaccuracy Loan Agreement, respectively; (c) Taxes that result from any act, event or breach of any representation, warrantyomission, or covenant of such Tax Indemnitee or any of its Affiliates under the Transaction Documents (except to the extent such inaccuracy or breach is attributed to an inaccuracy or breach of any representation, warranty or covenant of Lessee or an Affiliate under the Transaction Documents); (iv) Taxes which are attributable to any period or circumstance occurring of time, that occurs after the earliest of (A) the expiration or earlier termination of the Lease Term with respect to a Sitethe Equipment and, except if the Equipment is required to be returned to Trustee in accordance with the Lease, such return and (B) the discharge in full of Lessee's obligations to pay the Lease Balance, or any amount determined by reference thereto, with respect to the extent attributable Equipment and all other amounts due under the Lease and other Operative Documents, unless such Taxes (and interest, penalties and late charges related thereto) relate to (I) a failure acts, events or matters occurring prior to the earliest of Lessee such times or any of its transferees or sublessees or users of the Leased Property (other than Lessor or Sprint or its Affiliates) to fully discharge its obligations under this Agreement and related documents, (II) Taxes are imposed on or with respect to any payments that are due under the Operative Documents after the expiration or earlier termination of the Term with respect to a Site and which are attributable to a period or circumstance occurring prior to or simultaneously with such expiration or earlier termination, (III) the entry into a New Lease under Section 40 of this Agreementdischarge; or (IV) any severance of this Agreement under Section 41; (v) any Tax that is being contested in accordance with the provisions of Section 39(d) during the pendency of such contest, but only for so long as such contest is continuing in accordance with Section 39(d) and payment is not otherwise required pursuant to Section 39(d); (vid) Taxes imposed on a Tax an Indemnitee that would not have been imposed but for any act of such Tax Indemnitee (or any Affiliate thereof) that is expressly prohibited, or omission of an act that is expressly required, as the case may be, by any Transaction Document; (vii) Taxes that would not have been imposed but for result from any voluntary sale, assignment, transfer, pledge, transfer or other disposition by such Indemnitee or hypothecation any related Indemnitee of any interest in the Equipment or any part thereof, or any interest therein or any interest or obligation arising under the involuntary Operative Documents or any Notes, or from any sale, assignment, transfer, transfer or other disposition attributable to the bankruptcy, insolvency or the breach of any covenant interest in such Indemnitee or obligation any related Indemnitee, it being understood that each of the Tax Indemnitee set forth in the Transaction Documents of following shall not be considered a voluntary sale: (A) any substitution, replacement or by any such Tax Indemnitee, in either case, removal of any of the Leased Property or portion Equipment by Lessee shall not be treated as a voluntary action of such Leased Property by any such Tax Indemnitee other than a sale, assignment, transfer, or disposition (A) contemplated by the Transaction DocumentsIndemnitee, (B) otherwise any sale or transfer resulting from the exercise by Lessee of any Sprint Group Member of its rights or performance of its obligations under the Transaction Documents or early termination option, (C) attributable to a default by Lessee and/or exercise of remedies under this Agreement; (viii) Taxes imposed on a Tax Indemnitee that would not have been imposed but for such Tax Indemnitee's (or Affiliate's) breach of its contest obligations any transfer under Section 39(d) (but only to the extent such breach materially prejudices the Lessee's ability to contest such Taxes or results in an increase in the amount of Lessee's indemnification obligation hereunder); (ix) Taxes imposed on a Tax Indemnitee in the nature of interest, penalties, fines and additions to Tax to the extent based upon issues unrelated to the transactions contemplated by the Transaction Documents; (x) Taxes imposed on any Sprint Group Member that are United States federal, state or local net income Taxes of any such member; (xi) Taxes imposed in connection with or as a result 5.2 of the leasing Lease and (D) any sale or use transfer while a Lease Event of Default shall have occurred and be continuing under the Sprint Collocation Space by Sprint or its Affiliates or the payment or accrual of the Sprint Collocation Charge; or (xii) Taxes to the extent that they are not the responsibility of Lessee as described in Section 16(a) without regard to this subsection. The provisions of this Section 39(b)(2) will not apply to any Taxes imposed in respect of the receipt or accrual of any payment made by Lessee on an After-Tax BasisLease.