Common use of Income Tax Indemnity Clause in Contracts

Income Tax Indemnity. Lessor shall be treated for federal and state income tax purposes as the owner of the Equipment and shall be entitled to take into account certain Tax Benefits in computing its income tax liabilities in connection with any Lease. If Lessor suffers a Tax Loss by reason of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s demand and at Lessor’s option, either: (i) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s federal and state corporate income tax rate in effect on the Acceptance Date of the applicable Schedule and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, is not allowed or may not claim all or any portion of any Tax Benefits, provided, however, that Lessee shall be under no obligation to make any payments with respect to a Tax Loss to the extent that it (1) is caused by Lessor’s failure to have sufficient taxable income to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Default.

Income Tax Indemnity. Lessor shall be treated for federal and state income tax purposes as the owner of the Equipment and shall be entitled to take into account certain Tax Benefits in computing its income tax liabilities in connection with any Lease. If Lessor suffers a Tax Loss by reason of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s 's demand and at Lessor’s 's option, either: (i) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s federal and state corporate income tax rate in effect on the Acceptance Date of the applicable Schedule and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s 's successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s 's representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, is not allowed or may not claim all or any portion of any Tax Benefits, provided, however, that Lessee shall be under no obligation to make any payments with respect to a Tax Loss to the extent that it (1) is caused by Lessor’s 's failure to have sufficient taxable income to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Default.

Income Tax Indemnity. Lessee and Lessor shall hereby agree and assume as follows: (a) This Lease will be treated a lease for federal Federal and Oregon state income tax purposes purposes; Lessor will be treated as the owner purchaser, owner, lessor, and original user of the Equipment Property and Lessee will be treated as the lessee of the Property for such purposes. (b) Lessor shall be entitled to take into account certain Tax Benefits in computing its depreciation deductions with respect to each item of Property as provided by Section 167(a) of the Internal Revenue Code of 1986, as amended (the "Code"), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as may be specified on the applicable Schedule for the Property, and Lessor shall also be entitled to corresponding Oregon depreciation deductions. (c) For purposes of determining depreciation deductions, the Property shall have an income tax liabilities basis equal to Lessor's cost for the Property specified on the applicable Schedule, plus such expenses of the transaction incurred by Lessor as may be included in connection with any Lease. If Lessor suffers a Tax Loss by reason basis under Section 10 1 2 of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s demand and at Lessor’s option, either: the Code. (id) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s The maximum federal and state corporate Oregon income tax rate rates applicable to Lessor in effect on the Acceptance Date date of execution and delivery of a Schedule with respect to an item or items of property will not change during the lease term applicable to such Property. If, as the result of the applicable Schedule acts or omissions of the Lessee, the assumptions, representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Property shall prove to be incorrect and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. i) Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, determine that it is not allowed or may not entitled to claim all or any portion of any Tax Benefitsthe depreciation deductions in the amounts and in the taxable yearns determined as specified in (b) and (c), provided, however, that Lessee shall be under no obligation to make any payments with respect to a Tax Loss to the extent that it (1) is caused by Lessor’s failure to have sufficient taxable income to benefit from any Tax Benefitsabove, or (2ii) results from any disposition such depreciation deductions are disallowed, adjusted, recomputed, reduced, or recapture, in whole or in part, by the Internal Revenue Service or Oregon Department of Equipment Revenue (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a "Loss"), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessor's after-tax economic yield (the "Net Economic Return") to equal the Net Economic Return that would have been realized by Lessor other than if such Loss had not occurred. The amount payable to Lessor pursuant to this section shall be payable on the next succeeding rental payment date after written demand therefor from Lessor accompanied by a disposition written statement describing in reasonable detail such Loss and the computation of Equipment following an Event of Defaultthe amount so payable.

Income Tax Indemnity. Lessee hereby represents, warrants, and covenants to Lessor as follows: (a) This Lease shall be treated a lease for federal and state income tax purposes purposes; Lessor shall be treated as the owner purchaser, owner, lessor, and original user of the Equipment Property and Lessee shall be treated as the lessee of the Property for such purposes. (b) Lessor shall be entitled to take into account certain Tax Benefits in computing its depreciation deductions with respect to each item of Property as provided by Section 167(a) of the Internal Revenue Code of 1986, as amended (the “Code”), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as may be specified on the applicable Schedule for the Property, and Lessor shall also be entitled to corresponding state depreciation deductions. (c) For purposes of determining depreciation deductions, the Property shall have an income tax liabilities basis equal to Lessor’s cost for the Property specified on the applicable Schedule, plus such expenses of the transaction incurred by Lessor as may be included in connection with any Lease. If Lessor suffers a Tax Loss by reason basis under Section 1012 of any act or failure to act the Code, and shall be placed in service (and certified as such by Lessee, or Lessee’s breach ) by the last business day of any representation, warranty or agreement the same calendar year in any Lease then, upon Lessor’s demand and at Lessor’s option, either: which the Schedule for such Property is executed. (id) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s The maximum federal and state corporate income tax rate rates applicable to Lessor in effect on the Acceptance Date date of execution and delivery of a Schedule with respect to an item or items of Property will not change during the lease term applicable to such Property. If for any reason whatsoever any of the applicable Schedule representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Property shall prove to be incorrect and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. i) Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, determine that it is not allowed or may not entitled to claim all or any portion of any Tax Benefitsthe depreciation deductions in the amounts and in the taxable years determined as specified in (b) and (c), providedabove, howeveror (ii) such depreciation deductions are disallowed, that adjusted, recomputed, reduced, or recaptured, in whole or in part, by the Internal Revenue Service or applicable state taxing authority (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a “Loss”), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessor’s after-tax economic yield (the “Net Economic Return”) to equal the Net Economic Return that would have been realized by Lessor if such Loss had not occurred. The amount payable to Lessor pursuant to this section shall be under no obligation to make payable on the next succeeding rental payment date after written demand therefor from Lessor accompanied by a written statement describing in reasonable detail such Loss and the computation of the amount so payable. Further, in the event (i) there shall be any payments change, amendment, addition, or modification of any provision of applicable state law or of the Code or regulations thereunder or interpretation thereof with respect to a Tax Loss the matters set forth in this section with respect to any Property or (ii) if at any time there shall be any change, amendment, addition, or modification of any provision of applicable state law or of the Code or regulations thereunder or interpretation thereof with respect to the extent that it maximum applicable federal and state income tax rates as set forth in (1d) is caused by above, which results in a decrease in Lessor’s failure Net Economic Return, then Lessor shall recalculate and submit to Lessee the modified rental rate required to provide Lessor with the same Net Economic Return as it would have sufficient taxable income realized absent such change and the Lease shall thereupon automatically be deemed to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Defaultbe amended to adopt such rental rate and values.

Income Tax Indemnity. Except as otherwise provided in a Schedule: (a) Lessee represents, warrants and agrees that: (i) Lessor shall be treated for federal and state income tax purposes as is the owner of the Equipment for state law and shall be entitled federal income tax purposes, (ii) Lessor intends to take into account certain Tax Benefits depreciation deductions ("Depreciation Deductions") with respect to the Equipment in computing its income tax liabilities accordance with Section 168 of the Internal Revenue Code of 1986, as amended and (iii) the Equipment leased under the Lease shall qualify for all Depreciation Deductions in connection with the hands of Lessor and at no time during the Term respecting Equipment shall Lessee take or omit to take, nor shall it permit any sublessee or assignee to take or omit to take, any action (whether or not such act or omission is otherwise permitted by Lessor or by the Lease. ), which shall result in the disqualification of any Equipment for, or recapture of, all or any portion of such Depreciation Deductions. (b) If Lessor suffers a Tax Loss by for any reason of whatsoever, including, without limitation, any act or failure to act by Lessee, omission of Lessee or Lessee’s any breach of any representation, warranty or agreement covenant of Lessee contained in this Master Lease or any Lease thenDocument, upon Lessor’s demand and at Lessor’s option, either: (i) all further Rent under the Lease, if any, independent tax counsel to Lessor shall be increased by an amount, or (ii) Lessee shall pay determine that Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based is not entitled to claim on Lessor’s federal and state corporate its Federal income tax rate in effect on the Acceptance Date of the applicable Schedule and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, is not allowed or may not claim return all or any portion of any Tax Benefits, provided, however, that Lessee shall be under no obligation to make any payments the Depreciation Deductions with respect to any Equipment, (ii) any Depreciation Deduction claimed on the Federal or state income tax return of Lessor is disallowed or adjusted by the Internal Revenue Service or (iii) any Depreciation Deduction is recalculated or recaptured (any determination, disallowance, adjustment, recalculation or recapture being a Tax "Loss"), then Lessee shall pay to Lessor, as an indemnity and as additional rent, an amount that, after deduction of all Federal, state and local taxes required to be paid by Lessor in respect of the receipt of such payment, shall provide Lessor with not less than the same net after-tax return that Lessor would have realized if such Loss had not occurred, including, without limitation, any interest and penalties payable by Lessor attributable to such Loss. In computing Lessee's liability under this Section, the Federal, state and local taxes payable by Lessor shall be based upon the highest marginal corporate tax rate in effect for the taxable year in which the Loss occurred. (c) Lessee shall pay to Lessor the indemnity payment described in subsection (b) of this Section within 30 days of written notice to Lessee by Lessor of the occurrence of a Loss. For these purposes, a Loss shall occur upon the earliest of: (i) the happening of any event (such as disposition or change in use of any item of the Equipment) which would cause such Loss, (ii) the payment by Lessor to the extent that it Internal Revenue Service or state taxing authority of the tax increase (1including an increase in estimated taxes) resulting from such Loss; (iii) the date on which the Loss is caused realized by Lessor or (iv) the adjustment of the tax return of Lessor to reflect such Loss. (d) All references to Lessor in this Section shall include Lessor and the consolidated taxpayer group of which Lessor is a member. All of Lessor's rights, privileges and indemnities contained in this Section shall survive the expiration or other termination of any Lease. The rights, privileges and indemnities contained herein are expressly made for the benefit of, and shall be enforceable by Lessor’s failure to have sufficient taxable income to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Defaultits successors and assigns.

Income Tax Indemnity. Lessor shall (a) Charterer hereby represents, warrants, and covenants to Owner as follows: (i) This Charter will be treated a lease for federal and state income tax purposes purposes; Owner will be treated as the purchaser, owner and lessor of the Equipment Vessel and shall Charterer will be entitled to take into account certain Tax Benefits in computing its income tax liabilities in connection with any Lease. If Lessor suffers a Tax Loss by reason treated as the lessee of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s demand and at Lessor’s option, either: (i) all further Rent under the Lease, if any, shall be increased by an amount, or Vessel for such purposes. (ii) Lessee Owner shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s federal and state corporate income tax rate in effect on the Acceptance Date of the applicable Schedule and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include be entitled: (A) Lessorto depreciation deductions with respect to the Vessel as provided by Section 167(a) of the Code, determined under Section 168 of the Code by using (1) modified accelerated cost recovery depreciation based on 100% of Capitalized Owner’s successors Cost by using the straight line method, (2) the half year convention, (3) a recovery period of eighteen (18) years, and Assignees(4) zero salvage value (and Charterer warrants that the Vessel will be deemed to have an eighteen (18) year depreciable life under Alternative Depreciation System [“ADS”] tax guidelines), and (B) each member to corresponding depreciation deductions under applicable state law. (iii) For purposes of determining depreciation deductions, the Vessel shall have an income tax basis equal to the Capitalized Owner’s Cost thereof, plus such expenses of the affiliated group of corporations, transaction incurred by Owner as defined may be included in the basis under Section 1504(a) 1012 of the Code. (b) If for any reason whatsoever any of the representations, warranties, or covenants of which Lessor Charterer contained in this Charter, or such successor or Assignee is at in any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss other agreement relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed Vessel, shall prove to be suffered if Lessor loses, incorrect and (i) it is delayed in claiming, is required to recapture, determined by applicable taxing authorities that Owner is not allowed or may not entitled to claim all or any portion of the depreciation deductions with respect to the Vessel in the amounts and in the taxable years determined as specified in subsections (ii) and (iii) of section (a), above, or (ii) such depreciation deductions are disallowed, adjusted, recomputed, reduced, or recaptured, in whole or in part, by the Internal Revenue Service or applicable state taxing authority (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a “Tax Loss”), then Charterer shall pay to Owner as an indemnity and as additional charter hire such amount as shall, in the reasonable opinion of Owner, cause Owner’s after-tax economic yield (the “Net Economic Return”) to equal the Net Economic Return that would have been realized by Owner hereunder if such Tax Loss had not occurred. The amount paid to Owner pursuant to this section shall be payable by Charterer on the next succeeding Charter Hire Installment Date after written demand therefore from Owner, accompanied by a written statement describing in reasonable detail such Tax Loss and the computation of the amount so payable. (c) In the event there shall be any change, amendment, addition, or modification of any provision of the Code or of applicable state law, any regulations thereunder, or the interpretation thereof with respect to the matters set forth in this Section 18 that becomes effective prior to or after the Commencement Date, and which results in a decrease in Owner’s Net Economic Return hereunder, then Owner shall recalculate and submit to Charterer the modified charter hire rate required to provide Owner with the same Net Economic Return as it would have realized absent such change, and this Charter shall thereupon automatically be deemed to be amended to adopt such rate of charter hire. (d) Notwithstanding anything to the contrary contained in this Charter, Charterer shall not be liable to the extent of any excess Tax Benefits, Loss over the amount of such Tax Loss that would have occurred had there not been a transfer of a Vessel or any interest therein or in Owner or any interest arising under this Charter by Owner; provided, however, that Lessee the exclusion set forth in this clause (d) shall be under no obligation to make not apply if any payments such transfer shall occur in connection with respect to a Tax Loss to the extent that it (1) is caused by Lessor’s failure to have sufficient taxable income to benefit from any Tax Benefits, foreclosure or (2) results from any disposition pursuit of Equipment by Lessor other than a disposition of Equipment following remedies in connection with an Event of DefaultDefault that has occurred and is continuing.

Income Tax Indemnity. Except as may be provided in any Schedule, Lessor shall be treated for federal and state income tax purposes as the owner of the Equipment and shall be entitled to take into account certain Tax Benefits in computing its income tax liabilities in connection with any Lease. If Lessor suffers a Tax Loss by reason of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s 's demand and at Lessor’s 's option, either: (i) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s federal and state corporate income tax rate in effect on the Acceptance Date of the applicable Schedule and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s 's successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s 's representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, is not allowed or may not claim all or any portion of any Tax Benefits, provided, however, that Lessee shall be under no obligation to make any payments with respect to a Tax Loss to the extent that it (1) is caused by Lessor’s 's failure to have sufficient taxable income to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Default.

Income Tax Indemnity. Lessor shall be treated for federal With respect to each Lease, Lessee hereby represents, warrants and state income tax purposes agrees as the owner of the Equipment follows: (a) Lessee represents and shall be entitled to take into account certain Tax Benefits in computing its income tax liabilities in connection with any Lease. If Lessor suffers a Tax Loss by reason of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s demand and at Lessor’s option, eitherwarrants that: (i) all further Rent under it is reasonable to estimate that the useful life of the Equipment leased thereunder exceeds the Term (including any interim and fixed rental renewal periods) of such Lease by the greater of one (1) year or twenty (20) percent of such estimated useful life, and that said Equipment will have a value at the end of the Term of such Lease, if anyincluding any fixed rate renewal period, of at least twenty (20) percent of the Original Equipment Cost of such Equipment, without including in such value any increase or decrease for inflation or deflation during the original Term (all as evidenced by the certificate of a qualified party to be provided at Lessee’s expense to the Lessor under such Lease prior to the commencement of the lease term); and (ii) the Equipment is, and will be used by Lessee so as to remain, property eligible for the MACRS Deductions (as defined below). Lessee and each Lessor shall consistently report each lease transaction as a lease for federal income tax purposes. (b) If (i) any Lessor in computing its taxable income or liability for tax, shall lose, or shall not have, or shall lose the right to claim, or there shall be increased by an amountdisallowed or recaptured for Federal and/or state income tax purposes, in whole or in part, the benefit of MACRS Deductions; or (ii) any Lessor shall become liable for additional tax as a result of Lessee having made a substitution for or replacement of any item of the Equipment under a Lease, or having added an attachment or made an alteration to the Equipment under a Lease, including without limitation, any such attachment or alteration which would increase the productivity or capability of such Equipment so as to violate the provisions of Rev. Proc. 2001 28, 2001 1 C.B. 1156 (as it may hereafter be modified or superseded) or as a result of Lessee’s making any payments other than or at times different from those contemplated by the relevant Lease; or (iii) the statutory full-year marginal Federal tax rate (including any surcharge) for corporations is more than thirty five (35) percent; or (iv) as the result of the treatment of any item of income or deduction attributable to a Lease as being from sources without the United States, the foreign tax credit which the Lessor thereunder may claim against its Federal income tax liability for any year is less than the credit which such Lessor could have claimed if all such items of income and deduction had been treated as from sources within the United States; hereinafter referred to as a “Loss”; then Lessee shall pay such Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s federal and state corporate income tax rate in effect on the Acceptance Date of the applicable Schedule and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. Indemnification Payment under such Lease as additional rent and such Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of revise the affiliated group of corporations, as defined in Section 1504(aSchedule(s) of Stipulated Loss Values to reflect the Code, of which Lessor or such successor or Assignee is at any time a memberLoss for the relevant Equipment. As used herein: , “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, is not allowed or may not claim all or any portion of any Tax Benefits, provided, however, that Lessee shall be under no obligation to make any payments with respect to a Tax Loss to the extent that it (1) is caused by Lessor’s failure to have sufficient taxable income to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Default.

Income Tax Indemnity. Lessee hereby represents, warrants, and covenants to Lessor as follows: (i) this Lease shall be treated a lease for federal and state income tax purposes purposes; Lessor shall be treated as the owner purchaser, owner, lessor, and original user of the Equipment Property and Lessee shall be treated as the lessee of the Property for such purposes; (ii) Lessor shall be entitled to take into account certain Tax Benefits in computing its depreciation deductions with respect to each item of Property as provided by Section 167(a) of the Internal Revenue Code of 1986, as amended (the “Code”), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as may be specified on the applicable Schedule for the Property, and Lessor shall also be entitled to corresponding state depreciation deductions; (iii) for purposes of determining depreciation deductions, the Property shall have an income tax liabilities basis equal to Lessor’s cost for the Property specified on the applicable Schedule, plus such expenses of the transaction incurred by Lessor as may be included in connection with any Lease. If Lessor suffers a Tax Loss by reason basis under Section 1012 of any act or failure to act the Code, and shall be placed in service (and certified as such by Lessee, or Lessee’s breach ) by the last business day of any representation, warranty or agreement the same calendar year in any Lease then, upon Lessor’s demand which the Schedule for such Property is executed; and at Lessor’s option, either: (iiv) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s maximum federal and state corporate income tax rate rates applicable to Lessor in effect on the Acceptance Date date of execution and delivery of a Schedule with respect to an item or items of Property will not change during the lease term applicable to such Property. If for any reason whatsoever any of the applicable Schedule representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Property shall prove to be incorrect and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. a) Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, determine that it is not allowed or may not entitled to claim all or any portion of any Tax Benefitsthe depreciation deductions in the amounts and in the taxable years determined as specified in (ii) and (iii), providedabove, howeveror (b) such depreciation deductions are disallowed, that adjusted, recomputed, reduced, or recaptured, in whole or in part, by the Internal Revenue Service or applicable state taxing authority (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a “Loss”), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessor’s after-tax economic yield (the “Net Economic Return”) to equal the Net Economic Return that would have been realized by Lessor if such Loss had not occurred. The amount payable to Lessor pursuant to this Section shall be under no obligation to make payable on the next succeeding rental payment date after written demand therefor from Lessor accompanied by a written statement describing in reasonable detail such Loss and the computation of the amount so payable. Further, in the event (y) there shall be any payments change, amendment, addition, or modification of any provision of applicable state law or of the Code or regulations thereunder or interpretation thereof with respect to a Tax Loss the matters set forth in this Section with respect to any Property or (z) if at any time there shall be any change, amendment, addition, or modification of any provision of applicable state law or of the Code or regulations thereunder or interpretation thereof with respect to the extent that it maximum applicable federal and state income tax rates as set forth in (1iv) is caused by above, which results in a decrease in Lessor’s failure Net Economic Return, then Lessor shall recalculate and submit to Lessee the modified rental rate required to provide Lessor with the same Net Economic Return as it would have sufficient taxable income realized absent such change and the Lease shall thereupon automatically be deemed to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Defaultbe amended to adopt such rental rate and values.

Income Tax Indemnity. Lessee hereby represents, warrants, and covenants to Lessor shall as follows: (a) This Lease will be treated a lease for federal Federal and Oregon state income tax purposes purposes; Lessor will be treated as the owner purchaser, owner, lessor, and original user of the Equipment Property and Lessee will be treated as the lessee of the Property for such purposes. (b) Lessor shall be entitled to take into account certain Tax Benefits in computing its depreciation deductions with respect to each item of Property as provided by Section 167(a) of the Internal Revenue Code of 1986, as amended (the "Code"), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as may be specified on the applicable Schedule for the Property, and Lessor shall also be entitled to corresponding Oregon depreciation deductions (c) For purposes of determining depreciation deductions, the Property shall have an income tax liabilities basis equal to Lessees cost for the Property specified on the applicable Schedule, plus such expenses of the transaction incurred by Lessor as may be included in connection with any Lease. If Lessor suffers a Tax Loss by reason basis under Section 1012 of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s demand and at Lessor’s option, either: the Code. (id) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s The maximum federal and state corporate Oregon income tax rate rates applicable to Lessor in effect on the Acceptance Date date of execution and delivery of a Schedule with respect to an item or items of Property will not change during the lease term applicable to such Property. If for any reason whatsoever any of the applicable Schedule representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Property shall prove to be incorrect and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. i) Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, determine that it is not allowed or may not entitled to claim all or any portion of any Tax Benefitsthe depreciation deductions in the amounts and in the taxable years deter-mined as specified in (b) and (c), providedabove, howeveror (ii) such depreciation deductions are disallowed, that adjusted, recomputed, reduced, or recaptured, in whole or in part, by the internal Revenue Service or Oregon Department of Revenue (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a "Loss"), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessor's after-tax economic yield (the "Net Economic Return") to equal the Net Economic Return that would have been realized by Lessor if such Loss had not occurred. Ile amount payable to Lessor pursuant to this section shall be under no obligation to make payable on the next succeeding rental payment date after written demand therefor from Lessor accompanied by a written statement describing in reasonable detail such Loss and the computation of the amount so payable. Further, in the event (i) there shall be any payments change, amendment, addition, or modification of any provision of Oregon law or of the Code or regulations thereunder or interpretation thereof with respect to a Tax Loss the matters set forth in this section effective prior to the extent that it commencement date of the term of this Lease with respect to any Property or (1ii) is caused by Lessor’s failure to have sufficient taxable income to benefit from if at any Tax Benefitstime there shall be any change, amendment, addition, or modification of any provision of Oregon law or of the Code or regulations thereunder or interpretation thereof with respect to the maximum applicable federal and state income tax rates as set forth in (2d) above, which results from any disposition of Equipment by in a decrease in Lessees Net Economic Return, then Lessor other than a disposition of Equipment following an Event of Defaultshall recalculate and submit to Lessee the modified rental rate required to provide Lessor with the same Net Economic Return as it would have realized absent such change and the lease shall thereupon automatically be deemed to be amended to adopt such rental rate and values.

Income Tax Indemnity. Lessee and Lessor shall hereby agree and assume as follows: (a) This Lease will be treated a lease for federal Federal and Oregon state income tax purposes purposes; Lessor will be treated as the owner purchaser, owner, lessor, and original user of the Equipment Property and Lessee will be treated as the lessee of the Property for such purposes. (b) Lessor shall be entitled to take into account certain Tax Benefits in computing its depreciation deductions with respect to each item of Property as provided by Section 167(a) of the Internal Revenue Code of 1986, as amended (the "Code"), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as may be specified on the applicable Schedule for the Property, and Lessor shall also be entitled to corresponding Oregon depreciation deductions. (c) For purposes of determining depreciation deductions, the Property shall have an income tax liabilities basis equal to Lessor's cost for the Property specified on the applicable Schedule, plus such expenses of the transaction incurred by Lessor as may be included in connection with any Lease. If Lessor suffers a Tax Loss by reason basis under Section 1012 of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s demand and at Lessor’s option, either: the Code. (id) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s The maximum federal and state corporate Oregon income tax rate rates applicable to Lessor in effect on the Acceptance Date date of execution and delivery of a Schedule with respect to an item or items of Property will not change during the lease term applicable to such Property. If, as the result of the applicable Schedule acts or omissions of the Lessee, the assumptions, representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Property shall prove to be incorrect and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. i) Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, determine that it is not allowed or may not entitled to claim all or any portion of any Tax Benefitsthe depreciation deductions in the amounts and in the taxable years determined as specified in (b) and (c), provided, however, that Lessee shall be under no obligation to make any payments with respect to a Tax Loss to the extent that it (1) is caused by Lessor’s failure to have sufficient taxable income to benefit from any Tax Benefitsabove, or (2ii) results from any disposition such depreciation deductions are disallowed, adjusted, recomputed, reduced, or recaptured, in whole or in part, by the Internal Revenue Service or Oregon Department of Equipment Revenue (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a "Loss"), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessor's after-tax economic yield (the "Net Economic Return") to equal the Net Economic Return that would have been realized by Lessor other than if such Loss had not occurred. The amount payable to Lessor pursuant to this section shall be payable on the next succeeding rental payment date after written demand therefor from Lessor accompanied by a disposition written statement describing in reasonable detail such Loss and the computation of Equipment following an Event of Defaultthe amount so payable.

Income Tax Indemnity. Lessee hereby represents. warrants, and covenants to Lessor shall as follows: (a) This Lease will be treated a lease for federal Federal and Oregon state income tax purposes purposes; Lessor will be treated as the owner purchaser, owner, lessor, and original user of the Equipment Property and Lessee will be treated as the lessee of the Property for such purposes. Lessor shall be entitled to take into account certain Tax Benefits in computing its depreciation deductions with respect to each item of Property as provided by Section 167(a) of the Internal Revenue Code of 1986, as amended (the "Code"), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as may be specified on the applicable Schedule for the Property, and Lessor shall also be entitled to corresponding Oregon depreciation deductions. (c) For purposes of determining depreciation deductions, the Property shall have an income tax liabilities basis equal to Lessor's cost for the Property specified on the applicable Schedule, plus such expenses of the transaction incurred by Lessor as may be included in connection with any Lease. If Lessor suffers a Tax Loss by reason basis under Section 1012 of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s demand and at Lessor’s option, either: the Code. (id) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s The maximum federal and state corporate Oregon income tax rate rates applicable to Lessor in effect on the Acceptance Date date of execution and delivery of a Schedule with respect to an item or items of Property will not change during the lease term applicable to such Property. If for any reason whatsoever any of the applicable Schedule representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Property shall prove to be incorrect and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. i) Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, determine that it is not allowed or may not entitled to claim all or any portion of any Tax Benefitsthe depreciation deductions in the amounts and in the taxable years determined as specified in (b) and (c), providedabove, howeveror (ii) such depreciation deductions are disallowed, that adjusted, recomputed. reduced, or recaptured, in whole or in part, by the lnternal Revenue Service or Oregon Department of Revenue (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a "Loss"), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessor's after-tax economic yield (the "Net Economic Return") to equal the Net Economic Return that would have been realired by Lessor if such Loss had riot occurred. The amount payable to Lessor pursuant to this section shall be under no obligation to make payable on the next succeeding rental payment date alter written demand therefor from Lessor accompanied by a written statement describing in reasonable detail such Loss and the computation of the amount so payable. Further, in the event (i) there shall be any payments change, amendment, addition, or modification of any provision of Oregon law or of the Code or regulations thereunder or interpretation thereof with respect to a Tax Loss the matters set forth in this section effective prior to the extent that it commencement date of the term of this Lease with respect to any Property or (1ii) is caused by Lessor’s failure to have sufficient taxable income to benefit from if at any Tax Benefitstime there shall be any change, amendment, addition, or modification of any provision of Oregon law or of the Code or regulations thereunder or interpretation thereof with respect to the maximum applicable federal and state income tax rates as set forth in (2d) above, which results from any disposition of Equipment by in a decrease in Lessor's Net Economic Return, then Lessor other than a disposition of Equipment following an Event of Defaultshall recalculate and submit to Lessee the modified rental rate required to provide Lessor with the same Net Economic Return as it would have realized absent such change and the lease shall thereupon automatically be deemed to be amended to adopt such rental rate and values.

Income Tax Indemnity. Lessee hereby represents, warrants, and covenants to Lessor shall as follows: (a) This Lease will be treated a lease for federal and Oregon state income tax purposes purposes; Lessor will be treated as the owner purchaser, owner, lessor, and original user of the Equipment Aircraft and Lessee will be treated as the lessee of the Aircraft for such purposes. (b) Lessor shall be entitled to take into account certain Tax Benefits in computing its depreciation deductions with respect to the Aircraft as provided by Section 167(a) of the Internal Revenue Code of 1986, as amended (the "Code"), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as specified on the applicable Schedule for the Aircraft, and Lessor shall be entitled to corresponding above depreciation deductions. (c) For purposes of determining depreciation deductions, the Aircraft shall have an income tax liabilities basis equal to Lessor's cost for the Aircraft specified applicable Schedule, plus such expenses of the transaction incurred by Lessor as are includible in connection with any Lease. If Lessor suffers a Tax Loss by reason basis under Section 1012 of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s demand and at Lessor’s option, either: the Code. (id) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s The maximum federal and state corporate Oregon income tax rate rates applicable to Lessor in effect on the Acceptance Date date of execution and delivery of a Schedule with respect to the Aircraft will not change during the lease term applicable to such Aircraft. If by any reason whatsoever any of the applicable Schedule representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Aircraft shall prove to be incorrect and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. i) Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, determine that it is not allowed or may not entitled to claim all or any portion of any Tax Benefitsthe depreciation deductions in the amounts and in the taxable years determined as specified in (B) and (C), providedabove, howeveror (ii) such depreciation deductions are disallowed, that adjusted, recomputed, reduced, or recaptured, in whole or in part, by the Internal Revenue Service or Oregon Department of Revenue (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a "Loss.), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessor's after-tax economic yield (the "Net Economic Return") to equal the Net Economic Return that would have been realized by Lessor if such Loss had not occurred. The amount payable to Lessor pursuant to this section shall be under no obligation to make payable on the next succeeding rental payment date after written demand therefor from Lessor, accompanied by a written statement describing in reasonable detail such Loss and the computation of the amount so payable. Further, in the event (i) there shall be any payments change, amendment, addition, or modification of any provision of Oregon law or of the Code or regulations thereunder or interpretation thereof with respect to a Tax Loss the matters set forth in this section 9 effective prior to the extent that it commencement date of the term of this Lease with respect to any Aircraft or (1ii) is caused by Lessor’s failure to have sufficient taxable income to benefit from if at any Tax Benefitstime there shall be any change, amendment, addition, or modification of any provision of Oregon law or of the Code or regulations thereunder or interpretation thereof with respect to the maximum applicable federal and state income tax rates as set forth in (2) D), above, which results from any disposition of Equipment by in a decrease in Lessor's Net Economic Return, then Lessor other than a disposition of Equipment following an Event of Default.shall recalculate and submit to Lessee the modified rental rate required to provide Lessor with the same Net Economic Return as it would have realized absent such change and the lease shall thereupon automatically be deemed to be amended to adopt such rental rate and values,

Income Tax Indemnity. Lessee hereby represents, warrants, and covenants to Lessor shall as follows: (a) This Lease will be treated a lease for federal Federal and Oregon state income tax purposes purposes; Lessor will be treated as the owner purchaser, owner, lessor, and original user of the Equipment Property and Lessee will be treated as the lessee of the Property for such purposes. (b) Lessor shall be entitled to take into account certain Tax Benefits in computing its depreciation deductions with respect to each item of Property as provided by Section 167(a) of the Internal Revenue Code of 1986, as amended (the "Code"), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as specified on the applicable Schedule for the Property, and Lessor shall also be entitled to corresponding Oregon depreciation deductions. (c) For purposes of determining depreciation deductions, the Property shall have an income tax liabilities basis equal to Lessor's cost for the Property specified on the applicable Schedule, plus such expenses of the transaction incurred by Lessor as may be included in connection with any Lease. If Lessor suffers a Tax Loss by reason basis under Section 1012 of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s demand and at Lessor’s option, either: the Code. (id) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s The maximum federal and state corporate Oregon income tax rate rates applicable to Lessor in effect on the Acceptance Date date of execution and delivery of a Schedule with respect to an item or items of Property will not change during the lease term applicable to such Property. If for any reason whatsoever any of the applicable Schedule representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Property shall prove to be incorrect and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. i) Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, determine that it is not allowed or may not entitled to claim all or any portion of any Tax Benefitsthe depreciation deductions in the amounts and in the taxable years determined as specified in (b) and (c), providedabove, howeveror (ii) such depreciation deductions are disallowed, that adjusted, recomputed, reduced, or recaptured, in whole or in part, by the Internal Revenue Service or Oregon Department of Revenue (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a "Loss"), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessor's after-tax economic yield (the "Net Economic Return") to equal the Net Economic Return that would have been realized by Lessor if such Loss had not occurred. The amount payable to Lessor pursuant to this section shall be under no obligation to make payable on the next succeeding rental payment date after written demand therefor from Lessor, accompanied by a written statement describing in reasonable detail such Loss and the computation of the amount so payable. Further, in the event (i) there shall be any payments change, amendment, addition, or modification of any provision of Oregon law or of the Code or regulations thereunder or interpretation thereof with respect to a Tax Loss the matters set forth in this section 9 effective prior to the extent that it commencement date of the term of this Lease with respect to any Property or (1ii) is caused by Lessor’s failure to have sufficient taxable income to benefit from if at any Tax Benefitstime there shall be any change, amendment, addition, or modification of any provision of Oregon law or of the Code or regulations thereunder or interpretation thereof with respect to the maximum applicable federal and state income tax rates as set forth in (2) d), above, which results from any disposition of Equipment by in a decrease in Lessor's Net Economic Return, then Lessor other than a disposition of Equipment following an Event of Defaultshall recalculate and submit to Lessee the modified rental rate required to provide Lessor with the same Net Economic Return as it would have realized absent such change and the lease shall thereupon automatically be deemed to be amended to adopt such rental rate and values.

Income Tax Indemnity. Lessee hereby represents, warrants, and covenants to Lessor as follows: (i) this Lease shall be treated a lease for federal and state income tax purposes purposes; Lessor shall be treated as the owner purchaser, owner, lessor, and original user of the Equipment Property and Lessee shall be treated as the lessee of the Property for such purposes; (ii) Lessor shall be entitled to take into account certain Tax Benefits in computing its depreciation deductions with respect to each item of Property as provided by Section 167(a) of the Internal Revenue Code of 1986, as amended (the "Code"), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as may be specified on the applicable Schedule for the Property, and Lessor shall also be entitled to corresponding state depreciation deductions; (iii) for purposes of determining depreciation deductions, the Property shall have an income tax liabilities basis equal to Lessor's cost for the Property specified on the applicable Schedule, plus such expenses of the transaction incurred by Lessor as may be included in connection with any Lease. If Lessor suffers a Tax Loss by reason basis under Section 1012 of any act or failure to act the Code, and shall be placed in service (and certified as such by Lessee, or Lessee’s breach ) by the last business day of any representation, warranty or agreement the same calendar year in any Lease then, upon Lessor’s demand which the Schedule for such Property is executed; and at Lessor’s option, either: (iiv) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s maximum federal and state corporate income tax rate rates applicable to Lessor in effect on the Acceptance Date date of execution and delivery of a Schedule with respect to an item or items of Property will not change during the lease term applicable to such Property. If for any reason whatsoever any of the applicable Schedule representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Property shall prove to be incorrect and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. a) Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, determine that it is not allowed or may not entitled to claim all or any portion of any Tax Benefitsthe depreciation deductions in the amounts and in the taxable years determined as specified in (ii) and (iii), providedabove, howeveror (b) such depreciation deductions are disallowed, that adjusted, recomputed, reduced, or recaptured, in whole or in part, by the Internal Revenue Service or applicable state taxing authority (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a "Loss"), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessor's after-tax economic yield (the "Net Economic Return") to equal the Net Economic Return that would have been realized by Lessor if such Loss had not occurred. The amount payable to Lessor pursuant to this Section shall be under no obligation to make payable on the next succeeding rental payment date after written demand therefor from Lessor accompanied by a written statement describing in reasonable detail such Loss and the computation of the amount so payable. Further, in the event (y) there shall be any payments change, amendment, addition, or modification of any provision of applicable state law or of the Code or regulations thereunder or interpretation thereof with respect to a Tax Loss the matters set forth in this Section with respect to any Property or (z) if at any time there shall be any change, amendment, addition, or modification of any provision of applicable state law or of the Code or regulations thereunder or interpretation thereof with respect to the extent that maximum applicable federal and state income tax rates as set forth in (iv) above, which results in a decrease in Lessor's Net Economic Return, then Lessor shall recalculate and submit to Lessee the modified rental rate required to provide Lessor with the same Net Economic Return as it (1) is caused by Lessor’s failure would have realized absent such change and the Lease shall thereupon automatically be deemed to have sufficient taxable income be amended to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Defaultadopt such rental rate and values.

Income Tax Indemnity. Lessor shall be treated for federal and state income tax purposes as the owner of the Equipment and shall be entitled to take into account certain Tax Benefits in computing its income tax liabilities in connection with any Lease. If Lessor suffers a Tax Loss by reason of any act or failure to act by Lessee, or Lessee’s breach of any representation, warranty or agreement in any Lease then, upon Lessor’s demand and at Lessor’s option, either: (ieither:(i) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s federal and state corporate income tax rate in effect on the Acceptance Date of the applicable Schedule and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor there for and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. Lessor shall have no obligation to contest any Tax Loss. All references to “LessorLesser” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, is not allowed or may not claim all or any portion potion of any Tax Benefits, provided, however, that Lessee shall be under no obligation to make any payments with respect to a Tax Loss to the extent that it (1) is caused by Lessor’s failure to have sufficient taxable income to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Default.

Income Tax Indemnity. Lessor shall be treated for federal and state income tax purposes as the owner of the Equipment and shall be entitled to take into account certain Tax Benefits in computing its income tax liabilities in connection with any Lease. If Lessor suffers a Tax Loss by reason of any that would not have been but for an act or failure to act by Lessee, or Lessee’s breach in any material respect of any representation, warranty or agreement in any Lease then, upon Lessor’s 's demand and at Lessor’s 's option, either: (i) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s federal and state corporate income tax rate in effect on the Acceptance Date of the applicable Schedule and other assumptions originally used by Lessor in evaluating the transaction (so long as such assumptions were reasonable when made and consistently applied when evaluating all similarly situated transactions) and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s 's successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s 's representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, is not allowed or may not claim all or any portion of any Tax Benefits, provided, however, that Lessee shall be under no obligation to make any payments with respect to a Tax Loss to the extent that it (1) is caused by Lessor’s 's failure to have sufficient taxable income to benefit from any Tax Benefits or its failure to timely and properly claim the Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Default.

Income Tax Indemnity. Lessee hereby represents, warrants, and covenants Lessor shall as follow: (a) This Lease all be treated a lease for federal and state income tax purposes purposes; Lessor shall be treated as the owner purchaser, owner, lessor, and original user of the Equipment Property and Lessee shall be mated as the lessee of the Property for such purposes. (b) Lessor shall be entitled to take into account certain Tax Benefits in computing its depreciation deduction with respect to each item of Property as provided by Section 167(a) of the Internal Revenue Code of 1986. as amended (the "Code"), determined under Section 168 of the Code by using the applicable depreciation method, the applicable recovery period, and the applicable convention, all as may be specified on the applicable Schedule for the Property, and Lessor shall also be entitled to corresponding state depreciation deductions. (c) For purposes of determining depreciation deductions, the Property shall have an income tax liabilities basis equal to Lessor's cost for the Property specified on the applicable Schedule, plus such expenses of the transaction incurred by Lessor as may be included in connection with any Lease. If Lessor suffers a Tax Loss by reason basis under Section 1012 of any act or failure to act the Code, and shall be placed in service (and certified as such by Lessee, or Lessee’s breach ) by the last business day of any representation, warranty or agreement the same calendar year in any Lease then, upon Lessor’s demand and at Lessor’s option, either: which the Schedule for such Property is executed. (id) all further Rent under the Lease, if any, shall be increased by an amount, or (ii) Lessee shall pay Lessor a lump sum amount, which in either case shall maintain the net economic after-tax yield, cash-flow and rate of return Lessor originally anticipated, based on Lessor’s The maximum federal and state corporate income tax rate rates applicable to Lessor in effect on the Acceptance Date date of execution and delivery of a Schedule with respect to an item or items of Property will not change during the lease term applicable to such Property. If for any reason whatsoever any of the applicable Schedule representations, warranties, or covenants of Lessee contained in this Lease or in any other agreement relating to the Property shall prove to be incorrect and other assumptions originally used by Lessor in evaluating the transaction and setting the Rent therefor and other terms thereof. Lessee shall also pay Lessor on demand all interest, costs (including Attorneys’ Fees), penalties and additions to tax associated with the Tax Loss. i) Lessor shall have no obligation to contest any Tax Loss. All references to “Lessor” in this Section 7(c) shall include (A) Lessor’s successors and Assignees, and (B) each member of the affiliated group of corporations, as defined in Section 1504(a) of the Code, of which Lessor or such successor or Assignee is at any time a member. As used herein: “Tax Benefits” means all items of income, deduction (including depreciation consistent with Lessee’s representation in the applicable Schedule), credit, gain or loss relating to ownership of the Equipment as are provided to owners of similar equipment under the Code and applicable state tax laws in effect on the Acceptance Date of such Schedule; and “Tax Loss” means and will be deemed to be suffered if Lessor loses, is delayed in claiming, is required to recapture, determine that it is not allowed or may not entitled to claim all or any portion of any Tax Benefitsthe depreciation deductions in the amounts and in the taxable years determined as specified in (3) and (c), providedabove, howeveror (ii) such depreciation deductions are disallowed, that adjusted, recomputed, reduced, or recaptured, in whole or in part, by the Internal Revenue Service or applicable state taxing authority (such determination, disallowance, adjustment, recomputation, reduction, or recapture being herein called a "Loss"), then Lessee shall pay to Lessor as an indemnity and as additional rent such amount as shall, in the reasonable opinion of Lessor, cause Lessor's after-tax economic yield (the "Net Economic Return") to qua1 the Net Economic Return that would have been realized by Lessor if such Loss had not occurred. The amount payable to Lessor pursuant to this section shall be under no obligation to make payable on the next succeeding rental payment date after written demand therefor from Lessor accompanied by a written statement describing in reasonable detail such Loss and the computation of the amount so payable. Further, in the event (i) there shall be any payments change, amendment, addition, or modification of any provision of applicable state law or of the Code or regulations thereunder or interpretation thereof with respect to a Tax Loss the matters set for& in this section with respect to any Property or (ii) if at any time there shall be any change, amendment, addition, or modification of any provision of applicable state law or of the Code or regulations thereunder or interpretation thereof with respect to the extent that maximum applicable federal and state income tax rates as set forth in (d) above, which results in a decrease in Lessor's Net Economic Return, then Lessor shall recalculate and submit to Lessee the modified rental rate required to provide Lessor with the same Net Economic Return as it (1) is caused by Lessor’s failure would have realized absent such change and the Lease shall thereupon automatically be deemed to have sufficient taxable income be amended to benefit from any Tax Benefits, or (2) results from any disposition of Equipment by Lessor other than a disposition of Equipment following an Event of Defaultadopt such rental rate and values.