Common use of General Tax Indemnity Clause in Contracts

General Tax Indemnity. Except as otherwise provided in this Section 8.1, Lessee shall pay on an After-Tax Basis, and on written demand shall indemnify and hold each Indemnitee harmless from and against, any and all fees (including documentation, recording, license and registration fees), taxes (including income (whether net, gross or adjusted gross, whether domestic or foreign), gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax") imposed on or with respect to any Indemnitee, the Equipment or any portion thereof, any Operative Document or Lessee or any sublessee or user of the Equipment, by any foreign authority, the United States or by any state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of the Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENT

General Tax Indemnity. Except as otherwise provided (a) Lessee agrees that each payment of Rent shall be free of any withholdings whatsoever, and in this Section 8.1the event that any withholding is required, Lessee shall pay an additional amount of Rent such that after the deduction of all amounts required to be withheld, the net amount of Rent actually received by each Tax Indemnitee shall equal, on an After-Tax Basisafter tax basis, and the amount of Rent that would be due absent such withholding. Lessee further agrees on written demand shall to pay, and to indemnify and hold each Tax Indemnitee harmless from and againstfrom, any all Taxes (and all fees (including documentation, recording, license costs and registration fees), taxes (including income (whether net, gross expenses incurred in connection with the payment or adjusted gross, whether domestic or foreign), gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings contest of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax") which are imposed on or with respect to any Indemnitee, the Equipment or any portion thereof, any Operative Document or Lessee or any sublessee or user of the Equipment, by any foreign authorityFederal, the United States or by any state or local government or other taxing authority in the United States in connection of America or by any foreign government or any taxing authority or governmental subdivision of a foreign country or of a territory or possession of the United States or any international authority upon Lessor, Lessee or the Aircraft with respect to, based upon or in any way relating to measured by (i) the acquisitioncost or value of the Aircraft or any Part thereof, designor interest therein, construction(ii) the manufacture, purchase, ownership, delivery, leasing, possession, use, operation, sale, subleasing, rental, retirement, abandonment, registration, preparation, installation, inspectionmodification, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossessionrepair, maintenance, repairreplacement, alteration, modification, addition or substitutiontransportation, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all the Aircraft, the Airframe, any Engine, or any part of the Equipment Part thereof or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereoninterest therein, (iiiii) Rent or the rentals, receipts or earnings arising from the Lease or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with this Lease and the transactions contemplated by hereby. Notwithstanding the Operative Documents; PARTICIPATION AGREEMENTpreceding sentence, Lessee shall have no liability to a Tax Indemnitee pursuant to this Section 9.2 with respect to:

General Tax Indemnity. Except as otherwise provided in this Section 8.1Lessee and Guarantor agree to pay, Lessee shall pay on an After-Tax Basis, defend and on written demand shall indemnify and hold harmless each Indemnitee harmless Indemnified Party, on an after-tax basis, from and against, any and all fees (including documentation, recording, license and registration fees), taxes (including income (whether net, gross or adjusted gross, whether domestic or foreign)income, gross receipts, sales, rental, use, turnover, value-added, propertysales, excise use, property (personal and real, tangible and intangible), intangible taxes, intangible recording taxes, documentary and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoeverimposed by any Governmental Authority, together including all penalties and interest with respect thereto, howsoever imposed, whether levied or imposed upon or asserted against such Indemnified Party, Lessee, the Leased Properties, or any portion thereof by any Federal, state or local government or taxing authority in the United States, or by any taxing authority or governmental subdivision of a foreign country, upon or with respect to (a) the Leased Properties or any portion thereof (including, without limitation, all fixtures, equipment and personal property which forms a part of the Leased Properties), (b) the acquisition, manufacture, construction, ordering, purchase, ownership, delivery, leasing, subleasing, re-leasing, possession, use, maintenance, registration, re-registration, titling, re-titling, licensing, documentation, return, repossession, foreclosure, condemnation, conveyance, assignment, sale or other application or disposition of the Leased Properties or any other portion thereof, (c) the rentals, receipts or earnings arising from the Leased Properties or other portion thereof, or (d) this Agreement, the Master Lease, any Lease Supplement, any other Transaction Document, the Excluded Collateral Agreement, the Base Rental, Contingent Rental, Additional Rental, or Termination Rental, or other amount payable by Lessee or Guarantor hereunder or any of the Transaction Documents or the Excluded Collateral Agreement (collectively, "Taxes"); provided, however, that the foregoing obligation shall not apply to and nothing in this Section shall require the payment by the Lessee or Guarantor, as to any Indemnified Party, of any of the following, or any penalties, fines or interest thereon ("Excluded Taxes"): (i) any taxes or additions thereto (impositions based upon or measured solely by such Person's gross, net or taxable income, tax preferences or dividends paid or taxes payable in the nature of capital gains, excess profits, accumulated earnings or personal holding company taxes of such Person, unless, under a statutory regime of general applicability, any such tax is in lieu of the foregoing being referred to herein as "Taxes" and individually as a "Tax") imposed on or in substitute for any other taxes of such Person or impositions upon or with respect to the Leased Properties which, if such other taxes or impositions were in effect, would be payable by Lessee hereunder; (ii) any Indemniteefranchise, the Equipment estate, inheritance, succession or any portion thereofcapital stock tax, (A) unless under a statutory regime of general applicability, any Operative Document such tax is in lieu of or in substitute for any other taxes of such Person or impositions upon or with respect to the Leased Properties which, if such other taxes or impositions were in effect, would be payable by Lessee hereunder, and (B) other than franchise, qualification, doing business or similar taxes imposed on Owner by any sublessee State in which a Leased Property is located; (iii) any tax or user imposition to the extent that such is solely and directly attributable to such Person's gross negligence or willful failure to comply with its obligations under Section 10(a) of the Equipment, by any foreign authority, the United States or by any state or local government Master Lease or other taxing authority in breach of its obligations under the United States in connection with Transaction Documents; (iv) any tax or in any way relating to (i) the acquisition, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of the Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount imposed on such Person solely and directly as a result of the gross negligence or willful misconduct of such Person (or such Person's Related Parties) or the breach by such Person of its obligations under the Transaction Documents or the Excluded Collateral Agreement (but such breach shall not affect Lessee's or Guarantor's indemnification obligations to any Lienother Indemnified Party); (v) thereonany withholdings (including, without limitation, any taxes arising under Section 871, 881, 1441 or 1442 of the Code and any similar withholding provisions under state, local or foreign law) imposed as a collection device for or in substitution or in lieu of, income taxes or franchise taxes, to the extent such income taxes or franchise taxes would not otherwise be indemnified; and (vi) any taxes of any such Person arising by reason of any voluntary transfer by such Person of the Master Lease or Leased Properties or part thereof or interest therein other than (A) a transfer by Owner pursuant to an exercise of remedies which are enforceable after and during the occurrence of a Lease Event of Default hereunder, (iiB) Rent a transfer constituting an Owner Conveyance hereunder, or (C) a subsequent transfer by the Trustee or any nominee, designee or affiliate thereof if such Person purchases the Leased Properties at a foreclosure sale or accepts a deed-in-lieu of foreclosure to the Leased Properties. For purposes of the foregoing, "income tax" shall include any Tax based upon or measured by net income or net receipts (including taxes based on capital gains and minimum taxes) as well as any tax or earnings arising from imposition that qualifies as an "income tax" within the meaning of United States Treasury Regulation 1.901-2. All of the obligations contained in this Section 10.2 shall continue in full force and effect notwithstanding the expiration or received earlier termination of this Agreement, the Master Lease in whole or in part, including the expiration or termination of the Term with respect to the Equipment Leased Properties, and are expressly made for the benefit of, and shall be enforceable by, each Indemnified Party. Each such Person agrees at the request of the Lessee or Guarantor to provide an itemized list of the Taxes imposed upon it for which it is seeking payment by Lessee and Guarantor hereunder, including a determination of any part thereof, additional payments which may be required to fully reimburse or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative Documents, the property or protect such Person for the income or other proceeds with respect tax effects attributable to the property held in the Trust Estate, (iv) the Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENTpayments made hereunder.

General Tax Indemnity. Except as Lessee agrees that each payment of Rent shall be free of all withholdings and deductions for or on account of taxes, duties and any other charges of any nature whatsoever, present or future, unless Lessee is required by operation of law or otherwise provided to withhold or deduct amounts for or on account of any of the same, in this Section 8.1which event, Lessee will pay such additional amounts as Rent as will result in the receipt by Lessor on the due date for payment thereof of the sums which would otherwise have been receivable on such date had there been no such withholding or deduction. All such withholdings and deductions shall pay on an After-Tax Basisbe promptly paid by Lessee to the relevant taxing authority and Lessee shall promptly furnish Lessor with evidence of each such payment. The preceding portion of this paragraph shall not apply to taxes, fees and other charges with respect to which Lessee is not obligated to indemnify any Indemnitee pursuant to the remaining portion of this paragraph. In addition, and not by way of limiting the foregoing, Lessee agrees to pay, and on written demand shall to indemnify and hold each Indemnitee harmless from the Indemnitees from, all license, recording and against, any registration fees and all fees (including documentation, recording, license and registration fees), taxes (including income (whether net, gross or adjusted gross, whether domestic or foreign), gross receipts, sales, rental, use, turnover, value-added, personal property, excise stamp, documentary, customs, excise, income, consumption, value added and stamp other taxes), levies, imposts, duties, chargesassessments, assessments or charges and withholdings of any nature whatsoever, together with any penalties, fines or fines, additions and interest thereon or additions thereto (any of the foregoing being referred to herein as collectively, "Taxes" taxes, fees and individually as a "Taxother charges") imposed on against an Indemnitee, Lessee or any Item of Equipment or any part thereof by any government or governmental subdivision or taxing authority (domestic or foreign), upon or with respect to any Indemnitee, the Item of Equipment or any portion part thereof or upon or with respect to the purchase, ownership, acceptance, delivery, registration, leasing, subleasing, possession, use, operation, departure, landing, maintenance, repair, modification, location, importation, exportation, sale, return, storage or other disposition thereof, or upon or with respect to the rentals, receipts or earnings arising therefrom or received with respect thereto, or upon or with respect to this Lease or the Purchase Agreement (excluding, however, any Operative Document taxes (i) based on or Lessee measured by Lessor's net income, gross receipts, capital, or any sublessee or user of the Equipment, excess profits which are payable by any foreign authority, Lessor to (A) the United States federal government, or by (B) any state or local government or other taxing authority jurisdiction in the United States other than Hawaii (provided, however, Lessee shall be liable for such taxes if such taxes are taxes that would not have been imposed but for the use, operation, registration or location of any Item of Equipment within the jurisdiction of such taxing authority), or (C) any other jurisdiction solely as the result of business or transactions unrelated to this Lease, E.G., such taxes resulting solely from events or circumstances other than the use, operation, registration or location of any Item of Equipment or part thereof, or the location, activities or residency of Lessee in such jurisdiction), unless, but only so long as, such taxes, fees and other charges are being contested by Lessee or at Lessee's expense in good faith and by appropriate proceedings, so long as, in Lessor's reasonable judgment, such proceedings do not involve any danger of the sale, forfeiture or loss of any Item of Equipment, or any interest therein. If a claim is made against an Indemnitee or Lessee for any taxes, fees and other charges for which Lessee is obligated to indemnify an Indemnitee, or if notice is received by an Indemnitee or Lessee from a taxing authority that such a claim is going to be made, such Indemnitee or Lessee, as the case may be, shall promptly notify the other. If requested by Lessee in writing within thirty (30) days after such notification, Lessor shall or shall cause such Indemnitee, upon receipt of indemnity reasonably satisfactory to it and at the expense of Lessee (including without limitation, all costs, expenses, losses, legal and accounting fees and disbursements, penalties and interest) in good faith to contest the validity, applicability or amount of such taxes, fees and other charges in the forum selected by such Indemnitee by (A) resisting payment thereof if practicable, or (B) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; PROVIDED, HOWEVER, Lessor shall not be required to take or to cause any Indemnitee to take any action to contest a claim unless (1) Lessee provides Lessor, together with such written request, with an opinion of independent tax counsel reasonably satisfactory to Lessor both as to counsel and substance, to the effect that there is a meritorious basis for such contest, (2) such action to be taken will not result in the risk of an imposition of criminal penalties or, in Lessor's reasonable judgment, any risk of any sale, forfeiture or loss of, or creation of any Lien on any Equipment, or any interest therein, (3) no Event or Event of Default shall have occurred and be continuing, (4) if such Indemnitee shall pay such tax and seek a refund, Lessee has advanced the amount of such tax to such Indemnitee with respect to such advance, (5) the amount of the taxes at issue exceeds $15,000, and (6) Lessee shall have provided such Indemnitee with a written acknowledgment of liability if and to the extent that the contest is not successful. Upon written request of Lessee but subject to compliance with the foregoing provisions of this paragraph, such Indemnitee shall allow Lessee to prosecute such tax contest in its name (or, if possible, in the name of Lessee) by granting an appropriate power of attorney or other authorization and such other action as is reasonably necessary (and Lessee shall also reimburse such Indemnitee for the costs and expenses, including reasonable attorneys fees, incurred in connection with or in any way relating its monitoring such tax contest by Lessee), or, upon written request of Lessee and at Lessee's expense, such Indemnitee shall consult with Lessee regarding the tax contest and shall follow the reasonable directions of Lessee as to (i) the acquisition, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer prosecution of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition the tax contest. If an Indemnitee shall obtain a refund of all or any part of such taxes, fees and other charges paid by Lessee, Lessor shall cause such Indemnitee to pay Lessee the Equipment amount of such refund, after deducting all costs and expenses that were incurred by such Indemnitee in connection therewith; provided that such amount shall not be payable before such time as Lessee shall have made all payments and indemnities then due hereunder. If in addition to such refund an amount representing interest on the amount of such refund or an amount representing expenses or attorneys fees is received, Lessee shall be paid such expenses, attorneys fees and that proportion of such interest which is fairly attributable to taxes, fees and other charges paid by Lessee prior to the receipt of such refund; provided, however, that no amount shall be payable under this or the imposition preceding sentence during any period in which an Event or an Event of Default has occurred and is continuing. In case any Lien (report or incurrence of any liability return is required to refund or pay over any amount as a result of any Lien) thereon, (ii) Rent or the receipts or earnings arising from or received be made with respect to any obligation of Lessee under or arising out of this Article 8(b), Lessee will either make such report or return in such manner as will show the Equipment interests of Lessor and the Participants in the Aircraft and send a copy of such report or return to Lessor, or will notify Lessor of such requirement and make such report or return in such manner as shall be reasonably satisfactory to Lessor. Upon written request by Lessee and at Lessee's expense, Lessor and each Indemnitee shall furnish to Lessee such information and documentation as is reasonably necessary for Lessee to assess or prosecute a tax contest, or to make a report or return, as described above, provided, however, neither Lessor nor any Indemnitee shall be required to provide Lessee with information that Lessor or such Indemnitee, in its sole and absolute discretion, determines is confidential tax return information. Notwithstanding the foregoing, Lessee shall have no obligation to Lessor or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment or any part thereof or any interest therein, (v) all or Indemnitee for any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENTfollowing:

General Tax Indemnity. Except as otherwise provided in this Section 8.1Lessee agrees to pay promptly when due, Lessee shall pay on an After-Tax Basis, --------------------- and on written demand shall to indemnify and hold each Indemnitee Lessor and Assignee harmless from from, all license, title, registration and againstrecording fees whatsoever, any and all fees (including documentationtaxes including, recording, license and registration fees), taxes (including income (whether net, gross or adjusted gross, whether domestic or foreign), gross receiptswithout limitation, sales, rental, use, turnoverfranchise, value-added, personal property, excise excise, import, export and stamp taxes), levies, imposts, taxes and customs duties, charges, assessments or withholdings of any nature whatsoever, and all charges together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as collectively, "Taxes" and individually as a "Tax") which are assessed, levied or imposed on by any governmental or taxing authority against Lessor or Assignee with respect to any Indemnitee, or all of the Equipment or any portion thereofItem or the purchase, any Operative Document or Lessee or any sublessee or user of the Equipment, by any foreign authority, the United States or by any state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, designownership, construction, preparation, installation, inspectionshipment, delivery, non-delivery, acceptance, rejection, purchase, ownershiplease, possession, rental, lease, sublease, repossessionuse, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancingcondition, operation, condition, salecontrol, return or other application or disposition of all or any part of the Equipment thereof or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereonrents, (ii) Rent or the receipts or earnings arising from therefrom which accrue or received are payable with respect to the Equipment or any part thereofItem or this Lease or which are assessed, are based on a valuation date, or any interest therein are due during or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative Documents, the property or the income or other proceeds 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 imposed on or measured by Lessor's gross or net income or on Lessor's franchises, capital, net worth, alternative minimum taxable income or items of tax preference and interest, penalties or other charges in respect thereof (collectively "Income Taxes") arising in connection with the general operation of Lessor's business. In the event any Taxes payable by Lessee pursuant to the preceding sentence are paid by Lessor, or if Lessor is required to collect or pay all or any part thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon, but only to the extent that such penalties, fines or interest are imposed as a result of Lessee's delinquency) promptly upon demand. Lessee shall file and pay any personal property held in the Trust Estate, (iv) taxes levied or assessed on the Equipment or any part thereof Item directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor reasonably satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any interest thereinand 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 Article shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease with respect to Taxes (vother than Income Taxes) all or attributable to the Term of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the Operative Documentsamounts referred to herein, any other documents contemplated thereby and any amendments and supplements theretoeven though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment or Item, and Lessee agrees that this Article 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 (vi10) otherwise days prior written notice of its intention to contest and full particulars of the proposed contest, if in the reasonable opinion of Lessor the proposed contest will not risk the forfeiture or loss of the Equipment, 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. Lessor agrees that it shall cooperate with respect to or Lessee in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENTpursuit of any such contest.

General Tax Indemnity. (a) Except as otherwise provided in this Section 8.1Section, the Lessee shall pay on an After-Tax Basis, and on written demand shall indemnify and hold each Tax Indemnitee harmless from and against, any and all fees (including including, without limitation, documentation, recording, license and registration fees), taxes (including income (whether netincluding, gross or adjusted grosswithout limitation, whether domestic or foreign)income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxestaxes and all recapture and other payments in connection with any agreement relating to tax abatements granted in connection with the Leased Property), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section, the definition of "Taxes" excludes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document, as well as any penalties, fees or interest on, or additions to taxes, caused solely by the failure of any of the Tax Indemnitees to provide notice to Lessee of Lessee's indemnity obligations hereunder)) imposed on or with respect to any Tax Indemnitee, the Equipment Lessee, the Leased Property or any portion thereofthereof or the Land, any Operative Document or Lessee or any sublessee or user of the Equipmentthereof, by any foreign authority, the United States or by any state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, designfinancing, mortgaging, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of the Equipment Leased Property or the imposition of any Lien, other than a Lessor Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, (ii) Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative DocumentsLeased Property, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment Land or any part thereof or any interest therein, (viv) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, thereto and (viv) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENT.

General Tax Indemnity. Except as otherwise provided in this Section SECTION 8.1, the Lessee shall pay on an After-Tax Basis, and on written demand shall indemnify and hold each Indemnitee harmless from and against, any and all fees (including documentation, recording, license and registration fees), taxes (including income (whether net, gross or adjusted gross, whether domestic or foreign), gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "TaxesTAXES" and individually as a "TaxTAX") imposed on or with respect to any Indemnitee, the Equipment or any portion thereof, any Operative Document or the Lessee or any sublessee or user of the Equipment, by any foreign authority, the United States or by any state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of the Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the NotesCertificates, or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENTPROVIDED, that the Lessee's indemnification obligation hereunder in respect of any Tax shall be net of any foreign, federal,state or local income tax benefits which are recognized by the relevant Tax Indemnitee as a result of the imposition of such Tax).

General Tax Indemnity. Except as otherwise provided in this Section 8.1, Lessee each of the Lessees shall pay on an After-Tax Basis, and on written demand shall indemnify and hold each Indemnitee harmless from and against, any and all fees (including documentation, recording, license and registration fees), taxes (including income (whether net, gross or adjusted gross, whether domestic or foreign), gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax") imposed on or with respect to any Indemnitee, any of the Equipment Resort Property, the Leased Property or any portion thereof, any Operative Document or any Lessee or any sublessee or user of the EquipmentLeased Property, by any foreign authority, the United States or by any state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any of the Equipment Resort Property or any of the Leased Property or any portion thereof or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment Leased Property or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENTprovided, that Lessees' indemnification obligation hereunder in respect of Participation Agreement any Tax shall be net of any foreign, federal, state or local income tax benefits which are recognized by the relevant Tax Indemnitee as a result of the imposition of such Tax.

General Tax Indemnity. Except as otherwise provided in this --------------------- Section 8.1, Lessee shall pay pay, on an After-Tax Basis, and and, on written demand demand, ----------- shall indemnify and hold each Indemnitee harmless from and against, any and all fees (including documentation, recording, license and registration fees), taxes (including income (whether net, gross or adjusted gross, whether domestic or foreign), gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax") imposed on or with respect to any ----- --- Indemnitee, the Equipment or any portion thereof, any Operative Document or Lessee or any sublessee or user of the Equipment, by any foreign authority, the United States or by any state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of the Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, Notes or any other Operative DocumentsDocuments or the property, the property or the income or other proceeds with respect to the property property, held in the Trust Estate, (iv) the Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENTprovided, that Lessee's indemnification obligation -------- hereunder in respect of any Tax shall be net of any foreign, federal, state or local income tax benefits which are recognized by the relevant Tax Indemnitee as a result of the imposition of such Tax).

General Tax Indemnity. Except as Lessee agrees that each payment of Rent shall be free of all withholdings and deductions for or on account of taxes, duties and any other charges of any nature whatsoever, present or future, unless Lessee is required by operation of law or otherwise provided to withhold or deduct amounts for or on account of any of the same, in this Section 8.1which event, Lessee will pay such additional amounts as Rent as will result in the receipt by Lessor on the due date for payment thereof of the sums which would otherwise have been receivable on such date had there been no such withholding or deduction. All such withholdings and deductions shall pay on an After-Tax Basisbe promptly paid by Lessee to the relevant taxing authority and Lessee shall promptly furnish Lessor with evidence of each such payment. The preceding portion of this paragraph shall not apply to taxes, fees and other charges with respect to which Lessee is not obligated to indemnify any Indemnitee pursuant to the remaining portion of this paragraph. In addition, and not by way of limiting the foregoing, Lessee agrees to pay, and on written demand shall to indemnify and hold each Indemnitee harmless from the Indemnitees from, all license, recording and against, any registration fees and all fees (including documentation, recording, license and registration fees), taxes (including income (whether net, gross or adjusted gross, whether domestic or foreign), gross receipts, sales, rental, use, turnover, value-added, personal property, excise stamp, documentary, customs, excise, income, consumption, value added and stamp other taxes), levies, imposts, duties, chargesassessments, assessments or charges and withholdings of any nature whatsoever, together with any penalties, fines or fines, additions and interest thereon or additions thereto (any of the foregoing being referred to herein as collectively, "Taxes" taxes, fees and individually as a "Taxother charges") imposed on against an Indemnitee, Lessee or any Item of Equipment or any part thereof by any government or governmental subdivision or taxing authority (domestic or foreign), upon or with respect to any Indemnitee, the Item of Equipment or any portion part thereof or upon or with respect to the purchase, ownership, acceptance, delivery, registration, leasing, subleasing, possession, use, operation, departure, landing, maintenance, repair, modification, location, importation, exportation, sale, return, storage or other disposition thereof, or upon or with respect to the rentals, receipts or earnings arising therefrom or received with respect thereto, or upon or with respect to this Lease or the Purchase Agreement (excluding, however, any Operative Document taxes (i) based on or Lessee measured by Lessor's net income, gross receipts, capital, or any sublessee or user of the Equipment, excess profits which are payable by any foreign authority, Lessor to (A) the United States federal government, or by (B) any state or local government or other taxing authority jurisdiction in the United States other than Hawaii (provided, however, Lessee shall be liable for such taxes if such taxes are taxes that would not have been imposed but for the use, operation, registration or location of any Item of Equipment within the jurisdiction of such taxing authority), or (C) any other jurisdiction solely as the result of business or transactions unrelated to this Lease, e.g., such taxes resulting solely from events or circumstances other than the use, operation, registration or location of any Item of Equipment or part thereof, or the location, activities or residency of Lessee in such jurisdiction), unless, but only so long as, such taxes, fees and other charges are being contested by Lessee or at Lessee's expense in good faith and by appropriate proceedings, so long as, in Lessor's reasonable judgment, such proceedings do not involve any danger of the sale, forfeiture or loss of any Item of Equipment, or any interest therein. If a claim is made against an Indemnitee or Lessee for any taxes, fees and other charges for which Lessee is obligated to indemnify an Indemnitee, or if notice is received by an Indemnitee or Lessee from a taxing authority that such a claim is going to be made, such Indemnitee or Lessee, as the case may be, shall promptly notify the other. If requested by Lessee in writing within thirty (30) days after such notification, Lessor shall or shall cause such Indemnitee, upon receipt of indemnity reasonably satisfactory to it and at the expense of Lessee (including without limitation, all costs, expenses, losses, legal and accounting fees and disbursements, penalties and interest) in good faith to contest the validity, applicability or amount of such taxes, fees and other charges in the forum selected by such Indemnitee by (A) resisting payment thereof if practicable, or (B) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; PROVIDED, HOWEVER, Lessor shall not be required to take or to cause any Indemnitee to take any action to contest a claim unless (1) Lessee provides Lessor, together with such written request, with an opinion of independent tax counsel reasonably satisfactory to Lessor both as to counsel and substance, to the effect that there is a meritorious basis for such contest, (2) such action to be taken will not result in the risk of an imposition of criminal penalties or, in Lessor's reasonable judgment, any risk of any sale, forfeiture or loss of, or creation of any Lien on any Equipment, or any interest therein, (3) no Event or Event of Default shall have occurred and be continuing, (4) if such Indemnitee shall pay such tax and seek a refund, Lessee has advanced the amount of such tax to such Indemnitee w ith respect to such advance, (5) the amount of the taxes at issue exceeds $15,000, and (6) Lessee shall have provided such Indemnitee with a written acknowledgment of liability if and to the extent that the contest is not successful. Upon written request of Lessee but subject to compliance with the foregoing provisions of this paragraph, such Indemnitee shall allow Lessee to prosecute such tax contest in its name (or, if possible, in the name of Lessee) by granting an appropriate power of attorney or other authorization and such other action as is reasonably necessary (and Lessee shall also reimburse such Indemnitee for the costs and expenses, including reasonable attorneys fees, incurred in connection with or in any way relating its monitoring such tax contest by Lessee), or, upon written request of Lessee and at Lessee's expense, such Indemnitee shall consult with Lessee regarding the tax contest and shall follow the reasonable directions of Lessee as to (i) the acquisition, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer prosecution of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition the tax contest. If an Indemnitee shall obtain a refund of all or any part of such taxes, fees and other charges paid by Lessee, Lessor shall cause such Indemnitee to pay Lessee the Equipment amount of such refund, after deducting all costs and expenses that were incurred by such Indemnitee in connection therewith; provided that such amount shall not be payable before such time as Lessee shall have made all payments and indemnities then due hereunder. If in addition to such refund an amount representing interest on the amount of such refund or an amount representing expenses or attorneys fees is received, Lessee shall be paid such expenses, attorneys fees and that proportion of such interest which is fairly attributable to taxes, fees and other charges paid by Lessee prior to the receipt of such refund; provided, however, that no amount shall be payable under this or the imposition preceding sentence during any period in which an Event or an Event of Default has occurred and is continuing. In case any Lien (report or incurrence of any liability return is required to refund or pay over any amount as a result of any Lien) thereon, (ii) Rent or the receipts or earnings arising from or received be made with respect to any obligation of Lessee under or arising out of this Article 8(b), Lessee will either make such report or return in such manner as will show the Equipment interests of Lessor and the Participants in the Aircraft and send a copy of such report or return to Lessor, or will notify Lessor of such requirement and make such report or return in such manner as shall be reasonably satisfactory to Lessor. Upon written request by Lessee and at Lessee's expense, Lessor and each Indemnitee shall furnish to Lessee such information and documentation as is reasonably necessary for Lessee to assess or prosecute a tax contest, or to make a report or return, as described above, provided, however, neither Lessor nor any Indemnitee shall be required to provide Lessee with information that Lessor or such Indemnitee, in its sole and absolute discretion, determines is confidential tax return information. Notwithstanding the foregoing, Lessee shall have no obligation to Lessor or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment or any part thereof or any interest therein, (v) all or Indemnitee for any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENTfollowing:

General Tax Indemnity. Except as otherwise provided Subject to the exclusions in this Section 8.1(b) below, Lessee shall agrees to pay on when due, defend and indemnify Lessor and each Assignee (each an After-Tax Basis, and on written demand shall indemnify "Indemnitee") against and hold each Indemnitee and its successors and assigns harmless on an after-tax basis from and against, any and all fees (including documentationfederal, recordingstate, license local and registration foreign taxes, fees), taxes (including income (whether net, gross or adjusted gross, whether domestic or foreign), gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes)withholdings, levies, imposts, duties, charges, assessments or withholdings and charges of any kind and nature whatsoever, together with any penalties, fines or interest thereon ("Taxes or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "TaxOther Impositions") imposed, whether levied or imposed on upon or asserted against Lessor, any other Indemnitee, Lessee, the Property, any Unit of Property, or any part thereof, by any federal, state, local or foreign government or taxing authority, upon or with respect to any Indemnitee, (1) the Equipment Property or any portion part thereof, any Operative Document or Lessee or any sublessee or user of the Equipment, by any foreign authority, the United States or by any state or local government or other taxing authority in the United States in connection with or in any way relating to (i2) the acquisition, designmanufacture, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejectionordering, purchase, ownership, delivery, leasing, subleasing, re-leasing, possession, rentaluse, leasemaintenance, subleaseregistration, re-registration, titling, re-titling, licensing, documentation, return, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return sale or other application or disposition of all the Property, or any part of the Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereonthereof, (ii3) Rent or the rentals, receipts or earnings arising from or received with respect to the Equipment Property or any part thereof, or (4) this Lease, Basic Rent and/or other amounts payable by Lessee hereunder; provided, however, that Lessee shall not be required to pay or discharge any of the same so long as Lessee shall, in good faith and by appropriate legal proceedings, contest the validity thereof in any reasonable manner which will not affect or endanger the title and interest therein of the Lessor or the security interest or other rights of any applications or dispositions thereof, (iii) any other amount paid or payable pursuant Assignee in and to the NotesProperty and Basic Rent or subject the Property, or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment or any part thereof to forfeiture or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENTsale.

General Tax Indemnity. Except as otherwise provided in this Section 8.1, (a) The Lessee shall pay on an After-Tax Basis, and on written demand shall indemnify and hold each Tax Indemnitee harmless from and against, any and all fees (including including, without limitation, documentation, recording, license and registration fees), taxes (including income (whether netincluding, gross or adjusted grosswithout limitation, whether domestic or foreign)income, gross receipts, franchise (including taxes based upon or measured by capital or net worth) sales, rental, use, turnover, value-added, property, excise and stamp taxestaxes and all recapture and other payments in connection with any agreement relating to tax abatements granted in connection with the Leased Property), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "“Taxes" ” and individually as a "“Tax"”) (for the purposes of this Section, the definition of “Taxes” excludes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document, as well as any penalties, fees or interest on, or additions to taxes, caused solely by the failure of any of the Tax Indemnitees to provide notice to the Lessee of the Lessee’s indemnity obligations hereunder) imposed on or with respect to any Tax Indemnitee, the Equipment Lessee, the Leased Property or any portion thereof or the Land, or any Lessee or user thereof, any Operative Document or Lessee or any sublessee or user of the Equipment, by any foreign authority, the United States or by any state state, local or local foreign government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of the Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENTto

General Tax Indemnity. (a) Except as otherwise provided in this Section 8.1Section, the Lessee shall pay on an After-Tax Basis, and on written demand shall indemnify and hold each Tax Indemnitee harmless from and against, any and all fees (including including, without limitation, documentation, recording, license and registration fees), taxes (including income (whether netincluding, gross or adjusted grosswithout limitation, whether domestic or foreign)income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxestaxes and all recapture and other payments in connection with any agreement relating to tax abatements granted in connection with the Leased Property), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section, the definition of "Taxes" excludes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document as well as any penalties, fees or interest on, or additions to taxes, caused solely by the failure of any of the Tax Indemnitees to provide notice to Lessee of Lessee's indemnity obligations hereunder)) imposed on or with respect to any Tax Indemnitee, the Equipment Lessee, the Leased Property or any portion thereofthereof or the Land, any Operative Document or Lessee or any sublessee or user of the Equipmentthereof, by any foreign authority, the United States or by any state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, designfinancing, mortgaging, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of the Equipment Leased Property or the imposition of any Lien, other than a Lessor Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien, other than a Lessor Lien) thereon, (ii) Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative DocumentsLeased Property, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment Land or any part thereof or any interest therein, (viv) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, thereto and (viv) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENT.

General Tax Indemnity. Except Lessee agrees to pay or reimburse Indemnitees for, and to indemnify and hold Indemnitees harmless from, all Impositions arising at, or relating to, any time prior to or during the Base Period or Renewal Terms, or upon any termination of the Lease or prior to, or upon the return of, the Vehicles to Agent, and levied or imposed upon Indemnitees directly or otherwise, by any Federal, state or local government or taxing authority in the United States or by any foreign country or foreign or international taxing authority upon or with respect to: (a) the Vehicles or any other Collateral; (b) the exportation, importation, registration, purchase, ownership, delivery, condition, lease, sublease, assignment, storage, transportation, possession, use, operation, maintenance, repair, return, sale (including to Agent or any Lessee pursuant to the Operative Agreements), transfer of title or other disposition thereof; (c) the rentals, receipts, or earnings arising from any of the Vehicles; or (d) the Lease or any payment made thereunder; provided that this Section 8.1 shall not apply to: (i) Impositions which are based upon or measured by the Indemnitee's net income, or which are expressly in substitution for, or relieve Indemnitee from, any actual Imposition based upon or measured by Indemnitee's net income; (ii) Impositions characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value added, license, property or similar Impositions); and (iii) Impositions based upon the voluntary transfer, assignment or disposition by Agent or any Lessor of any interest in any of the Vehicles (other than a transfer pursuant to the exercise of remedies under the Operative Agreements, transfers pursuant to the exercise of the Lessee Purchase Option or Sale Option, a transfer to Lessee or otherwise provided in pursuant to the Lease). Notwithstanding the foregoing provisions of this Section 8.1, Lessee shall pay on an After-Tax Basisor reimburse, and on written demand shall indemnify and hold each Indemnitee harmless from and againstharmless, any Lessor which is not incorporated under the laws of the United States, or a state thereof, and all fees (including documentationwhich has complied with Section 8.5, recording, license and registration fees), taxes (including income (whether net, gross from any deduction or adjusted gross, whether domestic or foreign), gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings withholding of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax") imposed on or with respect to any Indemnitee, the Equipment or any portion thereof, any Operative Document or Lessee or any sublessee or user of the Equipment, by any foreign authority, the United States or by any state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of the Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, or any other Operative Documents, the property or the Federal income or other proceeds with respect to the property held in the Trust Estate, (iv) the Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; PARTICIPATION AGREEMENTtax.