Common use of Fees and Taxes Clause in Contracts

Fees and Taxes. Lessee agrees to pay promptly when due, and to indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless fromfrom taxes (other than taxes calculated solely on the basis of net income and the Michigan Single Business Tax), all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser disposition of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that this Section no default or Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall applypromptly pay to Lessee the net amount of such refund to the extent actually received. Lessee will cause all xxxxxxxx of such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessee, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Sectionrent. (c) As used herein, the term "Lessor" shall mean and include each member Lessor and the consolidated Federal taxpayer group of Lessor's affiliated group, if anywhich Lessor is a member.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or leasing or other disposition of the Equipment, or are due during upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an “Imposition”), excluding, however taxes based upon, measured by or with respect to the Lease Term net or gross income of Lessor. (b) If any report, return or property listing, or any subsequent periodImposition is, until the Equipment has been returned by law, required to Lessor pursuant to the provisions of this Lease be filed by, assessed or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Leasebilled to, excludingor paid by, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is Lessee at its own expense will do all things required to collect or pay any thereof, Lessee shall reimburse be done by Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demandin connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects. Unless and until Lessor notifies agrees fully to cooperate with Lessee in writing to the contraryany such contest, and Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or agrees promptly to indemnify Lessor hereunder that for all reasonable expenses incurred by Lessor in the course of such payments have been cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid by Lessee, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. (c) Provided that no default or Default has occurred and of the filing is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and all reports, returns and other documentation required in connection with any such payment. In the event for which Lessor elects to pay the personal property taxes directly to a levying authorityhas been reimbursed by Lessee), Lessor shall submit promptly pay to Lessee the net amount of such refund to the extent actually received. Lessee will cause all xxxxxxxx of such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessor, and shall send a copy of its personal property tax any such report or return and its receipt for the full amount of such personal property taxes so paid by to Lessor. All of the obligations of If Lessee under this Section shall continue in full force and effect notwithstanding fails to pay any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee’s failure), plus interest thereon until such amount has been paid to Lessor at a rate equal to 1.5% per month or such lesser rate as may be the Equipment will maximum rate chargeable under applicable law (the “Late Charge Rate”), shall be subject paid by Lessee to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyrent.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net income or capital gains), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser disposition of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that no default or Default has occurred and is continuing, if (at any time during or after the term of this Section Lease) Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall applypromptly pay to Lessee the net amount of such refund to the extent actually received. Lessee will cause all billxxxx xx such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessor, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Sectionrent. (c) As used herein, the term "Lessor" shall mean and include each member Lessor and the consolidated Federal taxpayer group of Lessor's affiliated group, if anywhich Lessor is a member.

Fees and Taxes. Lessee agrees 7.1 The Borrower is responsible for all applicable tax payments, including deduction of any withholding tax. 7.2 All M-PESA Transaction Fees payable in connection with the Borrowers use of the Services, including but not limited to pay promptly when duerepay- ment of Loan, Interest, Penalty and to Collection charge shall be borne by the Borrower. 7.3 The Borrower shall indemnify the Lender on a full and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes unqualified indemnity basis against: 7.3.1 any legal charges including, without limitation, sales, use, franchise, personal property, excise, import, export advocate and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed client costs incurred by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee Lender in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required obtaining legal advice in connection with the Loan, related to the Borrower’s dealings with the Lender or incurred by the Lender in any such payment. In legal, arbitration or other proceedings arising out of any dealings in respect of the event Lessor elects Loan; and 7.3.2 all other fees, expenses and taxes, duties, impositions and expenses incurred in respect of the Loan. 7.4 The Borrower hereby agrees to pay all costs, charges and expenses incurred by the personal property taxes directly Lender in obtaining or attempting to a levying authorityrecover the Loan, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding Interest, Penalty or any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt other sum due from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts Borrower. 7.5 All payments due from it the Borrower hereunder shall be duemade free and clear of and without deduction for or on account of any present or future taxes. If at any time, whether any regulatory requirement or not Lessee might itself have otherwise been exempt any taxing authority requires the Borrower to make any deduction or withholding in respect of taxes from any payment due from them for the account of the Lender, the sum due from the Borrower in respect of such payments. Subject payment shall be increased to the foregoingextent necessary to ensure that, Lessee after the making of such deduction or withholding, the Lender receives a net sum equal to the sum which the Lender would have received had no such deduction or withholding been required to be made and the Borrower shall have indemnify the right Lender against any losses or costs incurred by the Lender by reason of any failure of the Borrower to contest in good faith make any such taxes levied deduction or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anywithholding.

Fees and Taxes. Lessee agrees to pay promptly when due, and to indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos sessionpossession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereonthereon not resulting from an error or negligent omission by Lessor) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net Income), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or leasing or sale of the Equipment, or are due during upon the rent, whether the same be assessed to Lessor or with respect Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the Lease Term extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any subsequent periodImposition, until or the Equipment amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. If Lessor obtains a refund of any Imposition which has been returned paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall promptly pay to Lessor pursuant Lessee the amount of such refund to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excludingextent actually received; provided, however, any taxes solely measured by Lessor's net income from the general operation that if a default or Default has then occurred and is continuing, in lieu of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant paying such amount to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for apply the full amount of such personal property taxes so paid by Lessor. All of refund to the extent actually received to the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Leasehereunder. Lessee acknowledges that will cause all billxxxx xx such charges to Lessor may not to be exempt from made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the payment ownership of the Equipment in Lessor, and shall send a copy of any of the amounts referred such report or return to herein, even though Lessor. If Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do 30, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Sectionrent. (c) As used herein, the term "Lessor" shall mean and include each member Lessor and the consolidated Federal taxpayer group of Lessor's affiliated group, if anywhich Lessor is a member.

Fees and Taxes. Lessee agrees to pay promptly when due, and to indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos sessionpossession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely to the extent measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days days' prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net income), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser disposition of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that this Section no default or Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall applypromptly pay to Lessee the net amount of such refund to the extent actually received. Lessee will cause all xxxxxxxx of such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessor, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Sectionrent. (c) As used herein, the term "Lessor" shall mean and include each member Lessor and the consolidated Federal taxpayer group of Lessor's affiliated group, if anywhich Lessor is a member.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net income or capital gains), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); in each case arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser disposition of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to contest or protest, in good faith and by appropriate proceedings, the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that no default or Default has occurred and is continuing, if (at any time during or after the term of this Section Lease) Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall applypromptly pay to Lessee the net amount of such refund to the extent actually received. Lessee will cause all xxxxxxxx of such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessor, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Sectionrent. (c) As used herein, the term "Lessor" shall mean and include each member Lessor and the consolidated Federal taxpayer group of Lessor's affiliated group, if anywhich Lessor is a member.

Fees and Taxes. (a) To the extent permitted by Law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless fromfrom all Impositions. (b) If any report, return or property listing, or any Imposition is, by Law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee will do all licensethings required to be done by Lessor (to the extent permitted by Law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, title, registration and recording fees whatsoever, all taxes including, without limitationthe contest or protest, salesin good faith and by appropriate proceedings, useof the validity of any Imposition, franchise, personal property, excise, import, export and stamp taxes and customs dutiesor the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all charges together with reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor in the Equipment or otherwise hereunder. Provided that no Default or default has occurred and is then continuing, if Lessor obtains a refund of any penaltiesImposition which has been paid (by Lessee, fines or interest thereon by Lessor and for which are assessedLessor has been fully reimbursed by Lessee), levied Lessor shall promptly pay to Lessee the net amount of such refund actually received. Lessee will cause all billings of such charxxx xx Xessor to be made to Lessor in care of Lessee and will, in preparing any report or imposed return required by any governmental or taxing authority against Lessor with respect to any or all Law, show the ownership of the Equipment in Lessee, and shall send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, except any Imposition being contested in good faith and by appropriate proceedings as above provided for a reasonable period of time, Lessor at its option may do so, in which event the purchaseamount so paid (including any penalty incurred as a result of Lessee's failure), acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return plus an Administrative Fee shall be paid by Lessee to Lessor with the next installment of Basic Rent. (c) The provisions of this Section 8 shall not apply to any Imposition (i) imposed as a result of any voluntary transfer or other disposition thereof by Lessor of all or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to any portion of its interest in the Equipment or this Lease or which are assessedpursuant to Section 15 hereof; (ii) that Lessee is contesting in good faith, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor by appropriate proceedings and is otherwise permitted pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant conclusion of such contest; except, that Lessee's right to contest any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant Imposition and thereby avoid its obligation to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus such Imposition is conditioned upon the existence of such Imposition during any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay such contest not causing any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and material danger of the filing of any and all reportssale, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission forfeiture or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser loss of the Equipment; or (iii) imposed on Lessor that is based on, or measured by gross or net income taxes (including, capital gains taxes, minimum taxes, income taxes collected by withholding and Lessee agrees that this Section shall applytaxes on tax preference items), except for Lessee's obligation to pay indemnities and the amounts due from it hereunder shall be due, whether or not Lessee might itself have reimbursements as an "after-tax basis," and as otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, expressly provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyherein.

Fees and Taxes. Lessee agrees to (a) To the extent permitted by law, Lessees shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, title, registration documentary stamp and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs dutiesother fees, and (ii) taxes (other than taxes calculated solely on the basis of net income), assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser disposition of the Equipment, and Lessee agrees that this Section shall apply, and or upon the amounts due from it hereunder shall be duerent, whether the same be assessed to Lessor or not Lessee might itself have otherwise been exempt from Lessees (any such payments. Subject to of the foregoing, Lessee shall have an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessees at their own expense will do all things required to be done by Lessor (to the right extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessees in any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, and Lessees agree promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the opinion course of Lessor the proposed contest will not materially and such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the interests title or rights of Lessor. Provided that no default or Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessees, or by Lessor and for which Lessor has been reimbursed by Lessees), Lessor shall promptly pay to Lessees the net amount of such refund to the extent actually received. Lessees will cause all xxxxxxxx of such charges to Lessor to be made to Lessor in care of Lessees and will, in preparing any Assigneereport or return required by law, show the ownership of the Equipment in Lessor, and Lessee either shall have paid the taxes send a copy of any such report or return to Lessor. If Lessees fail to pay any such charges when due, except any Imposition being contested in good faith and by appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessees' failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessees to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyrent.

Fees and Taxes. Lessee agrees to pay promptly when due, and to -------------- indemnify and hold Lessor harmless from, all license, title, title and registration and recording fees whatsoever, all excise and property taxes including, (including without limitation, limitation all sales, use, franchise, personal property, excise, import, export property and stamp taxes and customs duties, taxes) and all other charges together associated with any penaltiesthe aforementioned excise and property taxes such as penalties or interest, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor Lessor, (unless such assessment is due to Lessor's error, neglect, or oversight) with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, leaseleasing, pos sessionpossession, use, maintenance, condition, operation, controlcontrol or return thereof, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to during the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions term of this Lease, excluding, however, any taxes solely on, or measured by by, Lessor's net income from the general operation income. This obligation to indemnify and hold Lessor harmless is contingent upon notification to Lessee, in writing, within 10 days of Lessor's business. In the event any fees, taxes or charges payable receipt by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts claim for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid charges by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, and prior to any payment of such charges to such authority. If requested by Lessee in writing, Lessor may, at Lessee's expense, take such action as Lessee may reasonably direct with respect to such asserted liability, including payment under protest and granting of permission to Lessor to file any claim or commence any action to prevent such payment or permit Lessee to do so in Lessors' name, provided that under no circumstances shall Lessor be requested to delay payment of such liability beyond the date for payment of a final assessment (a) The Lessee shall not have given Lessor responsibility for the following, which are not less than ten days prior notice imposts: any franchise, estate, inheritance, transfer, or taxes based solely on or measured by the net income of its intention to contest and full particulars Lessor. Except as stated in any Schedule, all tax benefits arising out of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none ownership of the Equipment are and shall remain vested in Lessor. (b) Lessee shall prepare and submit all necessary filings to the applicable taxing authorities where the incidence of such impost and/or its related filing obligation shall be the legal responsibility of Lessee. (c) The Lessee shall not be required to pay or discharge any claim or demand referred to in this Section so long as the validity or the amount thereof shall be contested in good faith and be appropriate legal proceedings in any reasonable manner which will be subject to not result in the forfeiture, seizure, confiscation or forfeiture. For purposes sale of this Sectionthe Equipment. (d) Lessee shall comply with and cause the Equipment to comply with all legal requirements applicable thereto or to the use thereof and with all contracts (including insurance policies), agreements and restrictions applicable therefore to the term "Lessor" shall include each member of Lessor's affiliated group, if anyownership or use thereof.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net income), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser sale of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that no Default or Event of Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall promptly pay to Lessee the amount of such refund to the extent actually received. If a Default or Event of Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall promptly apply the net amount of such refund to Lessee's obligations under this Lease and, to the extent of any excess, will promptly pay to Lessee the amount of any excess in accordance with the terms and conditions of this Lease and, specifically, Section shall apply16 hereof. Lessee will cause all xxxxxxxx of such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessor, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyrent.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net income), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser sale of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees that promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. If Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall promptly pay to Lessee the amount of such refund to the extent actually received. If a Default or Event of Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall promptly apply the net amount of such refund to Lessee's obligations under this Lease and, to the extent of any excess, will promptly pay to Lessee the amount of any excess in accordance with the terms and conditions of this Lease and, specifically, Section shall apply16 hereof. Lessee will cause all billxxxx xx such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessee, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyrent.

Fees and Taxes. Lessee agrees to pay promptly when due, and to indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos sessionpossession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's businessbusiness including applicable state franchise taxes payable by Lessor that are solely so measured. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. However, Lessor may, if it elects, estimate such personal property taxes and bill Xxxsee therefor periodically in advance. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten business days prior notice of its intention to contest and full particulars of the proposed contest, in the reasonable opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. Lessee agrees to pay promptly when due, and to -------------- indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, pos sessionpossession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's businessbusiness and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. Lessee agrees to pay promptly when due, and to indemnify and hold Lessor harmless from, all license, title, title and registration and recording fees whatsoever, all taxes includinglevies, without limitationimposts, duties, charges or withholdings whatsoever, and all sales, use, franchise, personal property, excise, import, export stamp and stamp other taxes and customs duties, and all charges whatsoever (together with any penalties, fines or interest thereon which are thereon) whether assessed, levied or imposed by any governmental or taxing authority against or upon Lessor or otherwise, with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, leaseleasing, pos sessionpossession, use, maintenance, condition, operation, control, return or other disposition thereof thereof, or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessedtherefrom, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any federal, state or local taxes solely measured by levied on Lessor's net income from (meaning "Taxable Income" as presently determined under the general operation of Lessor's businessFederal Internal Revenue Code). In the event any such fees, levies, imposts, duties, charges or taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is be required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless Lessor will file all personal property tax returns covering the Equipment, and unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and Lessor will pay any the personal property taxes levied or assessed on the Equipment thereon directly to the levying authority. Upon Lessee will, promptly upon being invoiced by Lessor's written reasonable request, Lessee shall submit to reimburse Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. In the event Lessor should request Lessee in writing to pay such personal property taxes directly, Lessee agrees that it will do so promptly, upon receipt of such notice. All of the obligations of Lessee under this Section with respect to any fees, levies, imposts, duties, charges, withholdings and taxes (together with any penalties, fines or interest thereon) assessed, levied, imposed or accrued prior to the expiration or other termination of this Lease or the lease term of all Equipment leased hereunder shall continue in full force and effect notwithstanding any expiration, termination, rescission such expiration or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from other termination and are expressly made for the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipmentbenefit of, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be dueenforceable by, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. (a) To the extent permitted by Law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to indemnify and hold Lessor harmless fromfrom all Impositions. (b) If any report, return or property listing, or any Imposition is, by Law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee will do all licensethings required to be done by Lessor (to the extent permitted by Law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, title, registration and recording fees whatsoever, all taxes including, without limitationthe contest or protest, salesin good faith and by appropriate proceedings, useof the validity of any Imposition, franchise, personal property, excise, import, export and stamp taxes and customs dutiesor the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor in the Equipment or otherwise hereunder. Provided that no Default or default has occurred and is then continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been fully reimbursed by Lessee), Lessor shall promptly pay to Lessee the net amount of such refund actually received. Lessee will cause all xxxxxxxx of such charges together with to Lessor to be made to Lessor in care of Lessee and will, in preparing any penaltiesreport or return required by Law, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all show the ownership of the Equipment in Lessee, and shall send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, except any Imposition being contested in good faith and by appropriate proceedings as above provided for a reasonable period of time, Lessor at its option may do so, in which event the purchaseamount so paid (including any penalty incurred as a result of Lessee's failure), acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return plus an Administrative Fee shall be paid by Lessee to Lessor with the next installment of Basic Rent. (c) The provisions of this Section 8 shall not apply to any Imposition (i) imposed as a result of any voluntary transfer or other disposition thereof by Lessor of all or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to any portion of its interest in the Equipment or this Lease or which are assessedpursuant to Section 15 hereof; (ii) that Lessee is contesting in good faith, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor by appropriate proceedings and is otherwise permitted pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant conclusion of such contest; except, that Lessee's right to contest any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business. In the event any fees, taxes or charges payable by Lessee pursuant Imposition and thereby avoid its obligation to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus such Imposition is conditioned upon the existence of such Imposition during any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay such contest not causing any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and material danger of the filing of any and all reportssale, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission forfeiture or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser loss of the Equipment; or (iii) imposed on Lessor that is based on, or measured by gross or net income taxes (including, capital gains taxes, minimum taxes, income taxes collected by withholding and taxes on tax preference items), except for Lessee's obligation to pay indemnities and reimbursements on an "after-tax basis", and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have as otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, expressly provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyherein.

Fees and Taxes. Lessee agrees to pay promptly when due, and to indemnify and hold Lessor harmless from, all license, title, title and registration fees whatsoever and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and property or stamp taxes and customs duties, and all charges tax (together with any penalties, fines or interest thereon which are thereof) assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchaseupon Lessor, acquisition, ownership, construction, installation, shipment, delivery, lease, pos session, use, maintenance, condition, operation, control, return or other disposition thereof {illegible} or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to during the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions term of this Lease, excluding, however, any federal, state or local taxes solely levied on or measured by Lessor's net income from the general operation income, and penalties, fines and interest caused by acts, omissions or delay of Lessor's business. In the event any such fees, levies, imposts, duties, charges or taxes or charges payable by which are the responsibility of Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is be required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon Lessor's written demand demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall will file and pay any all personal property taxes levied or assessed on tax returns covering the Equipment directly to the levying authority. Upon and upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessorrequest will provide proof thereof. All of the obligations of Lessee under this Section with respect to any fees, levies, imposts, duties, charges, withholdings and taxes (together with any penalties, fines or interest thereon) assessed, levied, imposed or accrued prior to the expiration or other termination of this Lease or the lease term of all Equipment leased hereunder shall continue in full force and effect notwithstanding any expirationsuch expiration or other termination and are expressly made for the benefit of, terminationand shall be enforceable by, rescission or cancellation of this LeaseLessor. Lessee acknowledges It is understood that Lessor may not be exempt from the payment of any of the amounts referred shall obtain a sales tax exemption, where available, with respect to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none purchase of the Equipment will from the Manufacturer. In the event Lessee moves the Equipment from the State of New York, any tax payable with respect to the use of the Equipment by Lessee shall be subject paid monthly by Lessee, on a pro rata basis, with each rental payment due hereunder, to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyextent permissible by law.