Taxes Excluded. The indemnity provided in Section 7.1(b) shall not include: (i) as to any Equity Tax Indemnitee, any Income Tax imposed by the United States federal government (but not excluding any Income Tax required to make a payment on an After-Tax Basis); (ii) as to any Equity Tax Indemnitee, any Income Tax imposed by any state, local or foreign government or taxing authority or subdivision thereof; provided, however, that this exclusion shall not apply to the extent such Taxes (but not including Income Taxes imposed on net income) are attributable to (I) the use or location of any item of the Equipment or the activities of the Lessee or its Affiliates or any sublessee in the taxing jurisdiction, (II) the presence or organization of the Lessee or any sublessee in the taxing jurisdiction, (III) the status of the Lessee or any sublessee as a foreign entity or as an entity owned by a foreign person or (IV) 57 Participation Agreement (TRLI 2001-1B) Lessee or sublessee having made (or deemed to have made) payments to the Tax Indemnitee from the relevant jurisdiction; provided, further, however, that the preceding proviso shall not apply to any jurisdiction where the Owner Trust, the Owner Trustee (other than in its individual capacity) or the Owner Participant has its legal domicile or principal place of business (determined without regard to the transactions contemplated by the Operative Agreement); (iii) as to any Equity Tax Indemnitee, any Tax that is imposed as a result of the sale, transfer or other disposition, by the Lessor or the Owner Participant of any of its rights with respect to any item of Equipment or the Owner Participant's interest in the Trust Estate unless such sale, transfer or other disposition is a result of an Event of Default, results from any substitution, repair or replacement of any item of Equipment under the Lease, or results from any sale, transfer or disposition required under the Lease (including but not limited to Section 10 of the Lease); (iv) as to any Equity Tax Indemnitee, any Taxes to the extent they exceed the Taxes that would have been imposed had an Equity Tax Indemnitee not transferred, sold or disposed of its interest or rights in any item of the Equipment to a non-U.S. Person; (v) Taxes imposed on a Lender Tax Indemnitee with respect to any period after the payment in full of the Equipment Notes; provided that the exclusion set forth in this clause (v) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with the applicable time of payment of the Equipment Notes or relate to any payment made by the Lessee after such date; (vi) as to any Tax Indemnitee, Taxes to the extent caused by any misrepresentation or breach of warranty or covenant by such Tax Indemnitee or a Related Party under any of the Operative Agreements or by the gross negligence or willful misconduct of such Tax Indemnitee or a Related Party; (vii) as to any Lender Tax Indemnitee, Taxes which become payable as a result of a sale, assignment, transfer or other disposition (whether voluntary or involuntary) by such Lender Tax Indemnitee of all or any portion of its interest in the Equipment or any part thereof, the Pledged Equipment or any part thereof, the Trust Estate, the Indenture Estate or any of the Operative Agreements or rights created thereunder, other than as a result of (A) the substitution, modification or improvement of the Equipment or any part thereof or the Pledged Equipment or any part thereof, (B) a modification to the Operative Agreements, or (C) a disposition which occurs as the result of the exercise of remedies upon a Lease Event of Default; provided, that, notwithstanding the foregoing, the Lessee shall not be obligated to indemnify any Lender Tax Indemnitee with respect to net income taxes imposed within the United States as the result of a 58 Participation Agreement (TRLI 2001-1B) sale, assignment, transfer or other disposition by such Lender Tax Indemnitee or any Taxes imposed as a result of the status of the Lender Tax Indemnitee as other than a resident of the United States for tax purposes; (viii) as to any Lender Tax Indemnitee, Taxes imposed as the result of such Lender Tax Indemnitee not being a resident of the United States for tax purposes; (ix) as to any Lender Tax Indemnitee, Income Taxes or transfer taxes relating to any payments of principal, interest or Make Whole Amount, if any, on the Equipment Notes or the Pass Through Certificates paid to any such Tax Indemnitee that are imposed by (A) any other jurisdiction in which such Indemnitee is subject to such Taxes as a result of it or an Affiliate being organized in such jurisdiction or conducting activities in that jurisdiction unrelated to the transactions contemplated by the Operative Agreements, (B) the United States federal government or (C) any state or local government within the United States; (x) Taxes to the extent directly resulting from or that would not have been imposed but for (x) in the case of Taxes imposed on or with respect to any Equity Tax Indemnitee, the existence of any Lessor Liens with respect to such Equity Tax Indemnitee, (y) in the case of Taxes imposed on or with respect to any Lender Tax Indemnitee, the existence of any Liens attributable to the Indenture Trustee or Liens attributable to the Pass Through Trustee; (xi) Taxes imposed on a Tax Indemnitee to the extent that such Taxes would not have been imposed upon such Tax Indemnitee but for any failure of such Tax Indemnitee or a Related Party to comply with (x) any certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the jurisdiction imposing such Taxes, if such compliance is required under the laws or regulations of such jurisdiction to obtain or establish relief or exemption from or reduction in such Taxes and the Tax Indemnitee or such Related Party was eligible to comply with such requirement or (y) any other certification, information, documentation, reporting or other similar requirements under the Tax laws or regulations of the jurisdiction imposing such Taxes that would establish entitlement to otherwise applicable relief or exemption from such Taxes; provided, however, that the exclusion set forth in this clause (xii) shall not apply (I) if such failure to comply was due to a failure of the Lessee to provide reasonable assistance on request in complying with such requirement, (II) if, in the case of Taxes imposed on the Owner Participant, in the good faith judgment of the Owner Participant there is a risk of adverse consequence to the Owner Participant or any Affiliate from such compliance against which the Owner Participant is not satisfactorily indemnified, (III) in the case of Taxes imposed on the Owner Participant, if any such failure to comply on the part of the Owner Trustee was the result of the Owner Trustee's gross negligence or failure to act in accordance with instructions of the Owner Participant, or (IV) in the Participation Agreement (TRLI 2001-1B) case of any Tax Indemnitee, unless Lessee shall have given such Tax Indemnitee prior written notice of such requirements; (xii) Taxes that are imposed with respect to any period after the earlier of (x) return of the Equipment to the Lessor in accordance with, and at a time and place contemplated by the Lease (including the payment of all amounts due at such time) and (y) the termination of the Term pursuant to Section 6, 10, 11, 15 or 22 of the Lease and the discharge in full of Lessee's payment obligation's thereunder unless the Equipment is thereafter required to be returned, in which case, after such return; provided, however, that the exclusion set forth in this clause (xii) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with such return or termination; (xiii) as to any Lender Tax Indemnitee, Taxes in the nature of an intangible or similar tax upon or with respect to the value of the interest of such Lender Tax Indemnitee in the Indenture Estate, in any Equipment Note or Pass Through Certificate imposed as a result of such Lender Tax Indemnitee or any Affiliate of such Lender Tax Indemnitee being organized in, or conducting activities unrelated to the contemplated transactions in, the jurisdiction imposing such Taxes; (xiv) Taxes imposed on the Owner Trustee or the Indenture Trustee that are on, based on or measured by any trustee fees for services rendered by such Tax Indemnitee in its capacity as trustee under the Operative Agreements; (xv) Taxes imposed on any Tax Indemnitee, or any other person who, together with such Tax Indemnitee, is treated as one employer for employee benefit plan purposes, as a result of, or in connection with, any "prohibited transaction," within the meaning of the provisions of the Code or regulations thereunder or as set forth in Section 406 of ERISA or the regulations implementing ERISA or Section 4975 of the Code or the regulations thereunder; (xvi) Taxes for so long as (x) such Taxes are being contested in accordance with the provisions of Section 7.1(e) hereof, (y) the Lessee is in compliance with its obligations under Section 7.1(e), and (z) the payment of such Taxes is not required pursuant to Section 7.1(e); (xvii) Taxes as to which such Tax Indemnitee is indemnified pursuant to the Tax Indemnity Agreement; (xviii) any Taxes imposed on or with respect to any Certificateholder; and (xix) Taxes imposed as a result of the authorization or giving of any future amendments, supplements, waivers or consents with respect to Participation Agreement (TRLI 2001-1B) any Operative Agreement other than (w) those which are legally required, (x) in connection with the exercise of remedies pursuant to Section 15 of the Lease,
Appears in 1 contract
Taxes Excluded. The In the case of the Owner Participant, its -------------- Affiliates, the Owner Trustee both in its individual capacity and as trustee, and each of their respective successors, assigns, officers, directors, employees and agents described in Section 7.1(a) (each, an "Equity Tax Indemnitee" and --------------------- each Tax Indemnitee which is not an Equity Tax Indemnitee, a "Lender Tax ---------- Indemnitee") except with respect to indemnification payments hereunder or ---------- payments pursuant to this Section 7.1, the indemnity provided in Section 7.1(b7.1(B) shall not include:
(i) as to any Equity Tax Indemnitee, any Income Tax imposed by the United States federal government (but not excluding any Income Tax required to make a payment on an After-Tax Basis)government;
(ii) as to any Equity Tax Indemnitee, any Income Tax imposed by any state, local or foreign government or taxing authority or subdivision thereof; provided, however, that this exclusion shall not apply except to the extent such Taxes (but not including Income Taxes imposed on net income) are solely attributable to (I) the use or location of any item of the Equipment or the activities of the Lessee or its Affiliates or any sublessee in the taxing jurisdiction, (II) the presence jurisdiction or organization of the Lessee or any sublessee are in the taxing jurisdictionnature of sales, use, property (III) the status of the Lessee whether tangible or any sublessee as a foreign entity intangible), ad valorem or as an entity owned by a foreign person or (IV) 57 Participation Agreement (TRLI 2001-1B) Lessee or sublessee having made (or deemed to have made) payments to the Tax Indemnitee from the relevant jurisdiction; provided, further, however, that the preceding proviso shall not apply to any jurisdiction where the Owner Trust, the Owner Trustee (other than in its individual capacity) or the Owner Participant has its legal domicile or principal place of business (determined without regard to the transactions contemplated by the Operative Agreement)similar taxes;
(iii) as to any Equity Tax Indemnitee, any Tax that is imposed as a result of the sale, transfer or other disposition, by the Lessor or the Owner Participant of any of its rights with respect to any item of Equipment or the Owner Participant's interest in the Trust Estate unless such sale, transfer or other disposition is a result of an Event of Default, results from any substitution, repair or replacement of any item of Equipment under the Lease, or results from any sale, transfer or disposition required or provided for under the Lease (including but not limited to Section 10 of the Lease);
(iv) as to any Equity Tax Indemnitee, any Taxes to the extent they exceed the Taxes that would have been imposed had an Equity Tax Indemnitee not transferred, sold or disposed of its interest Interest or rights in any item of the Equipment to a non-U.S. Person, unless such transfer, sale or disposition is a result of a Lease Event of Default;
(v) Taxes imposed on a Lender Tax Indemnitee with respect to any period after the payment in full of the Equipment Notes; provided that the exclusion set forth in this clause (v) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with the applicable time of payment of the Equipment Notes or relate to any payment made by the Lessee after such date;
(vi) as to any Tax Indemnitee, Taxes to the extent caused by any misrepresentation or breach of warranty or covenant by such Tax Indemnitee or a Related Party under any of the Operative Agreements or by the gross negligence or willful misconduct of such Tax Indemnitee or a Related PartyIndemnitee;
(vii) as to any Lender Tax Indemnitee, Taxes which become payable as a result of a sale, assignment, transfer or other disposition (whether voluntary or involuntary) by such Lender Tax Indemnitee of all or any portion of its interest in the Equipment or any part thereof, the Pledged Equipment or any part thereof, the Trust Estate, the Indenture Estate or any of the Operative Agreements or rights created thereunder, other than as a result of (A) the substitution, modification or improvement of the Equipment or any part thereof or the Pledged Equipment or any part thereof, (B) a modification to the Operative Agreements, or (C) a disposition which occurs as the result of the exercise of remedies upon a Lease Event of Default, or (D) any disposition which occurs during the continuance of a Lease Event of Default or a purchase of any Unit pursuant to the Lease; provided, that, notwithstanding the foregoing, the Lessee shall not be obligated to indemnify any Lender Tax Indemnitee with respect to net income taxes imposed within the United States as the result of a 58 Participation Agreement (TRLI 2001-1B) sale, assignment, transfer or other disposition by such Lender Tax Indemnitee or any Taxes imposed as a result of the status of the Lender Tax Indemnitee as other than a resident of the United States for tax purposes;
(viii) as to any Lender Tax Indemnitee, Taxes to the extent they exceed the Taxes that would have been imposed as (other than amounts necessary to make payments on an After-Tax Basis) had the result of transferor to such Lender Tax Indemnitee not being a resident transferred, sold or otherwise disposed of any interest held by such Lender Tax Indemnitee pursuant to any of the United States for tax purposesOperative Agreements (other than a transfer (i) during the continuance of a Lease Event of Default or (ii) on or prior to the Closing Date); provided, that this clause (viii) shall not apply to any Tax imposed as a consequence of the exercise of any remedy upon a Lease Event of Default;
(ix) as to any Lender Tax Indemnitee, Taxes imposed as the result of such Lender Tax Indemnitee being either a nonresident alien within the meaning of Section 7701(b) of the Code or a foreign corporation within the meaning of Section 7701(a)(5) of the Code;
(x) In the case of any Lender Tax Indemnitee to Income Taxes or transfer taxes relating to any payments of principal, interest or Make Whole Amount, if any, on the Equipment Notes or the Pass Through Certificates paid to any such Tax Indemnitee that are imposed by (A) any other jurisdiction in which such Indemnitee is subject to such Taxes as a result of it or an Affiliate being organized in such jurisdiction or conducting activities in that jurisdiction unrelated to the transactions contemplated by the Operative Agreements, (B) the United States federal government or (C) any state or local government within the United StatesIndemnitee;
(xxi) Taxes to the extent directly resulting from or that would not have been imposed but for (x) in the case of Taxes imposed on or with respect to the Owner Trustee, the Trust Estate, the Owner Participant or any Equity Tax IndemniteeIndemnitee that is an Affiliate of any of the foregoing, the existence of any Lessor Liens with respect to such Equity Tax Indemnitee, (y) in the case of Taxes imposed on or with respect to the Indenture Trustee, the Trust Indenture Estate, any Lender Loan Participants or any Tax IndemniteeIndemnitee that is an Affiliate of any of the foregoing, the existence of any Liens attributable to the Indenture Trustee or Liens attributable to the Pass Through TrusteeLiens;
(xixii) Taxes imposed on a Tax Indemnitee to the extent that such Taxes would not have been imposed upon such Tax Indemnitee but for any failure of such Tax Indemnitee or a Related Party any Affiliate thereof to comply with (x) any certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the jurisdiction imposing such Taxes, if such compliance is required under the laws or regulations of such jurisdiction to obtain or establish relief or exemption from or reduction in such Taxes and the Tax Indemnitee or such Related Party Affiliate was eligible to comply with such requirement or (y) any other certification, information, documentation, reporting or other similar requirements under the Tax laws or regulations of the jurisdiction imposing such Taxes that would establish entitlement to otherwise applicable relief or exemption from such Taxes; provided, however, that -------- ------- the exclusion set forth in this clause (xii) shall not apply (I) if if, such failure to comply was due to a failure of the Lessee to provide reasonable assistance on request in complying with such requirement, (II) if, in the case of Taxes imposed on the Owner Participant, in the good faith judgment of the Owner Participant there is a material risk of adverse consequence to the Owner Participant or any Affiliate from such compliance against which the Owner Participant is not satisfactorily indemnified, or (III) in the case of Taxes imposed on the Owner Participant, if to the extent any such failure to comply on the part of the Owner Trustee was the result of the Owner Trustee's gross negligence or failure to act in accordance with instructions of the Owner Participant, or (IV) in the Participation Agreement (TRLI 2001-1B) case of any Tax Indemnitee, unless Lessee shall have given such Tax Indemnitee prior written notice of such requirements;
(xiixiii) Taxes that are imposed with respect to any period after the earlier of (x) return of possession of the Equipment to the Lessor in accordance with, and at a time and place contemplated by the Lease (including the payment of all amounts due at such time) and (y) the termination of the Term pursuant to Section 6, 10, 11, 15 or 22 of the Lease and the discharge in full of Lessee's payment obligation's thereunder unless the Equipment is thereafter required to be returned, in which case, after such return; provided, however, that the exclusion set -------- ------- forth in this clause (xiixiii) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with such return or termination;
(xiiixiv) as to In the case of a Tax Indemnitee which is the Indenture Trustee, the Trust Indenture Estate or any Lender Tax IndemniteeLoan Participant, Taxes in the nature of an intangible or similar tax upon or with respect to the value of the interest of such Lender Tax Indemnitee a Loan Participant in the Trust Indenture Estate, Estate or in any Equipment Note or Pass Through Certificate imposed as a result of such Lender Tax Indemnitee or any Affiliate of such Lender Tax Indemnitee being organized in, or conducting activities unrelated to the contemplated transactions in, the jurisdiction imposing such TaxesNote;
(xivxv) Taxes imposed on the Owner Trustee or the Indenture Trustee that are on, based on or measured by any trustee fees for services rendered by such Tax Indemnitee in its capacity as trustee under the Operative Agreements;
(xvxvi) Taxes imposed on any Tax IndemniteeIndemnitee which is the Owner Participant or an Affiliate of the Owner Participant, or any other person who, together with such Tax Indemnitee, is treated as one employer for employee benefit plan purposes, as a result of, or in connection with, any "prohibited transaction," within the meaning of the provisions of the Code or regulations thereunder or as set forth in Section 406 of ERISA or the regulations implementing ERISA or Section 4975 of the Code or the regulations thereunder; provided, however, that the exclusion set forth in -------- ------- this clause (xvi) shall not apply to the extent Taxes result from, arise out of, or are attributable to the incorrectness of a representation or warranty made pursuant to Section [ ] hereof;
(xvixvii) Taxes imposed on any Tax Indemnitee which is a Loan Participant or an Affiliate of a Loan Participant or any other person who, together with such Tax Indemnitee, is treated as one employer for employee benefit plan purposes, as a result of, or in connection with, any "prohibited transaction", within the meaning of the provisions of the Code or regulations thereunder or as set forth in Section 406 of ERISA or the regulations implementing ERISA or Section 4975 of the Code or the regulations thereunder; provided, however, that the exclusion set forth in -------- ------- this clause (xvii) shall only apply to the extent Taxes result from, arise out of, or are attributable to the incorrectness of a representation or warranty made pursuant to Section [ ] hereof or its failure to perform or observe the covenant or condition required to be performed by it under Section [ ] hereof;
(xviii) Taxes for so long as (x) such Taxes are being contested in accordance with the provisions of Section 7.1(e) hereof, (y) the Lessee is in compliance with its obligations under Section 7.1(e), ) and (z) the payment of such Taxes is not required pursuant to Section 7.1(e);
(xviixix) Taxes as to which such Tax Indemnitee is indemnified pursuant to the Tax Indemnity Agreement;
(xviiixx) any Taxes imposed on or with respect to any CertificateholderCertificate Holder; and
(xixxxi) Taxes imposed as a result of the authorization or giving or withholding of any future amendments, supplements, waivers or consents with respect to Participation Agreement (TRLI 2001-1B) any Operative Agreement other than (w) those which are legally required, required (x) in connection with the exercise of remedies pursuant to Section 15 of the Lease,, (y) such as have been proposed by the Lessee or consented to by the Lessee or (z) those that are required pursuant to the terms of the Operative Agreements.
Appears in 1 contract
Samples: Participation Agreement (General American Railcar Corp Ii)
Taxes Excluded. The indemnity provided in Section 7.1(b) shall not include:
(i) as to any Equity Tax Indemnitee, any Income Tax imposed by the United States federal government (but not excluding any Income Tax required to make a payment on an After-Tax Basis);
(ii) as to any Equity Tax Indemnitee, any Income Tax imposed by any state, local or foreign government or taxing authority or subdivision Participation Agreement (TRLI 2001-1A) 61 thereof; provided, however, that this exclusion shall not apply to the extent such Taxes (but not including Income Taxes imposed on net income) are attributable to (I) the use or location of any item of the Equipment or the activities of the Lessee or its Affiliates or any sublessee in the taxing jurisdiction, (II) the presence or organization of the Lessee or any sublessee in the taxing jurisdiction, (III) the status of the Lessee or any sublessee as a foreign entity or as an entity owned by a foreign person or (IV) 57 Participation Agreement (TRLI 2001-1B) Lessee or sublessee having made (or deemed to have made) payments to the Tax Indemnitee from the relevant jurisdiction; provided, further, however, that the preceding proviso shall not apply to any jurisdiction where the Owner Trust, the Owner Trustee (other than in its individual capacity) or the Owner Participant has its legal domicile or principal place of business (determined without regard to the transactions contemplated by the Operative Agreement);
(iii) as to any Equity Tax Indemnitee, any Tax that is imposed as a result of the sale, transfer or other disposition, by the Lessor or the Owner Participant of any of its rights with respect to any item of Equipment or the Owner Participant's interest in the Trust Estate unless such sale, transfer or other disposition is a result of an Event of Default, results from any substitution, repair or replacement of any item of Equipment under the Lease, or results from any sale, transfer or disposition required under the Lease (including but not limited to Section 10 of the Lease);
(iv) as to any Equity Tax Indemnitee, any Taxes to the extent they exceed the Taxes that would have been imposed had an Equity Tax Indemnitee not transferred, sold or disposed of its interest or rights in any item of the Equipment to a non-U.S. Person;
(v) Taxes imposed on a Lender Tax Indemnitee with respect to any period after the payment in full of the Equipment Notes; provided that the exclusion set forth in this clause (v) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with the applicable time of payment of the Equipment Notes or relate to any payment made by the Lessee after such date;
(vi) as to any Tax Indemnitee, Taxes to the extent caused by any misrepresentation or breach of warranty or covenant by such Tax Indemnitee or a Related Party under any of the Operative Agreements or by the gross negligence or willful misconduct of such Tax Indemnitee or a Related Party;
(vii) as to any Lender Tax Indemnitee, Taxes which become payable as a result of a sale, assignment, transfer or other disposition (whether voluntary or involuntary) by such Lender Tax Indemnitee of all or any portion of its interest in the Equipment or any part thereof, the Pledged Equipment or Participation Agreement (TRLI 2001-1A) 62 any part thereof, the Trust Estate, the Indenture Estate or any of the Operative Agreements or rights created thereunder, other than as a result of (A) the substitution, modification or improvement of the Equipment or any part thereof or the Pledged Equipment or any part thereof, (B) a modification to the Operative Agreements, or (C) a disposition which occurs as the result of the exercise of remedies upon a Lease Event of Default; provided, that, notwithstanding the foregoing, the Lessee shall not be obligated to indemnify any Lender Tax Indemnitee with respect to net income taxes imposed within the United States as the result of a 58 Participation Agreement (TRLI 2001-1B) sale, assignment, transfer or other disposition by such Lender Tax Indemnitee or any Taxes imposed as a result of the status of the Lender Tax Indemnitee as other than a resident of the United States for tax purposes;
(viii) as to any Lender Tax Indemnitee, Taxes imposed as the result of such Lender Tax Indemnitee not being a resident of the United States for tax purposes;
(ix) as to any Lender Tax Indemnitee, Income Taxes or transfer taxes relating to any payments of principal, interest or Make Whole Amount, if any, on the Equipment Notes or the Pass Through Certificates paid to any such Tax Indemnitee that are imposed by (A) any other jurisdiction in which such Indemnitee is subject to such Taxes as a result of it or an Affiliate being organized in such jurisdiction or conducting activities in that jurisdiction unrelated to the transactions contemplated by the Operative Agreements, (B) the United States federal government or (C) any state or local government within the United States;
(x) Taxes to the extent directly resulting from or that would not have been imposed but for (x) in the case of Taxes imposed on or with respect to any Equity Tax Indemnitee, the existence of any Lessor Liens with respect to such Equity Tax Indemnitee, (y) in the case of Taxes imposed on or with respect to any Lender Tax Indemnitee, the existence of any Liens attributable to the Indenture Trustee or Liens attributable to the Pass Through Trustee;
(xi) Taxes imposed on a Tax Indemnitee to the extent that such Taxes would not have been imposed upon such Tax Indemnitee but for any failure of such Tax Indemnitee or a Related Party to comply with (x) any certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the jurisdiction imposing such Taxes, if such compliance is required under the laws or regulations of such jurisdiction to obtain or establish relief or exemption from or reduction in such Taxes and the Tax Indemnitee or such Related Party was eligible to comply with such requirement or (y) any other certification, information, documentation, reporting or other similar requirements under the Tax laws or regulations of the jurisdiction imposing such Taxes that would establish entitlement to otherwise applicable relief Participation Agreement (TRLI 2001-1A) 63 or exemption from such Taxes; provided, however, that the exclusion set forth in this clause (xii) shall not apply (I) if such failure to comply was due to a failure of the Lessee to provide reasonable assistance on request in complying with such requirement, (II) if, in the case of Taxes imposed on the Owner Participant, in the good faith judgment of the Owner Participant there is a risk of adverse consequence to the Owner Participant or any Affiliate from such compliance against which the Owner Participant is not satisfactorily indemnified, (III) in the case of Taxes imposed on the Owner Participant, if any such failure to comply on the part of the Owner Trustee was the result of the Owner Trustee's gross negligence or failure to act in accordance with instructions of the Owner Participant, or (IV) in the Participation Agreement (TRLI 2001-1B) case of any Tax Indemnitee, unless Lessee shall have given such Tax Indemnitee prior written notice of such requirements;
(xii) Taxes that are imposed with respect to any period after the earlier of (x) return of the Equipment to the Lessor in accordance with, and at a time and place contemplated by the Lease (including the payment of all amounts due at such time) and (y) the termination of the Term pursuant to Section 6, 10, 11, 15 or 22 of the Lease and the discharge in full of Lessee's payment obligation's thereunder unless the Equipment is thereafter required to be returned, in which case, after such return; provided, however, that the exclusion set forth in this clause (xii) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with such return or termination;
(xiii) as to any Lender Tax Indemnitee, Taxes in the nature of an intangible or similar tax upon or with respect to the value of the interest of such Lender Tax Indemnitee in the Indenture Estate, in any Equipment Note or Pass Through Certificate imposed as a result of such Lender Tax Indemnitee or any Affiliate of such Lender Tax Indemnitee being organized in, or conducting activities unrelated to the contemplated transactions in, the jurisdiction imposing such Taxes;
(xiv) Taxes imposed on the Owner Trustee or the Indenture Trustee that are on, based on or measured by any trustee fees for services rendered by such Tax Indemnitee in its capacity as trustee under the Operative Agreements;
(xv) Taxes imposed on any Tax Indemnitee, or any other person who, together with such Tax Indemnitee, is treated as one employer for employee benefit plan purposes, as a result of, or in connection with, any "prohibited transaction," within the meaning of the provisions of the Code or regulations thereunder or as set forth in Section 406 of ERISA or the regulations implementing ERISA or Section 4975 of the Code or the regulations thereunder;; Participation Agreement (TRLI 2001-1A)
(xvi) Taxes for so long as (x) such Taxes are being contested in accordance with the provisions of Section 7.1(e) hereof, (y) the Lessee is in compliance with its obligations under Section 7.1(e), and (z) the payment of such Taxes is not required pursuant to Section 7.1(e);
(xvii) Taxes as to which such Tax Indemnitee is indemnified pursuant to the Tax Indemnity Agreement;
(xviii) any Taxes imposed on or with respect to any Certificateholder; and
(xix) Taxes imposed as a result of the authorization or giving of any future amendments, supplements, waivers or consents with respect to Participation Agreement (TRLI 2001-1B) any Operative Agreement other than (w) those which are legally required, (x) in connection with the exercise of remedies pursuant to Section 15 of the Lease,, (y) such as have been proposed by the Lessee or consented to by the Lessee or (z) those that are required pursuant to the terms of the Operative Agreements.
Appears in 1 contract
Taxes Excluded. The indemnity provided in Section 7.1(b) shall not include:: Participation Agreement (TRLI 2001-1C) 66
(i) as to any Equity Tax Indemnitee, any Income Tax imposed by the United States federal government (but not excluding any Income Tax required to make a payment on an After-Tax Basis);
(ii) as to any Equity Tax Indemnitee, any Income Tax imposed by any state, local or foreign government or taxing authority or subdivision thereof; provided, however, that this exclusion shall not apply to the extent such Taxes (but not including Income Taxes imposed on net income) are attributable to (I) the use or location of any item of the Equipment or the activities of the Lessee or its Affiliates or any sublessee in the taxing jurisdiction, (II) the presence or organization of the Lessee or any sublessee in the taxing jurisdiction, (III) the status of the Lessee or any sublessee as a foreign entity or as an entity owned by a foreign person or (IV) 57 Participation Agreement (TRLI 2001-1B) Lessee or sublessee having made (or deemed to have made) payments to the Tax Indemnitee from the relevant jurisdiction; provided, further, however, that the preceding proviso shall not apply to any jurisdiction where the Owner Trust, the Owner Trustee (other than in its individual capacity) or the Owner Participant has its legal domicile or principal place of business (determined without regard to the transactions contemplated by the Operative Agreement);
(iii) as to any Equity Tax Indemnitee, any Tax that is imposed as a result of the sale, transfer or other disposition, by the Lessor or the Owner Participant of any of its rights with respect to any item of Equipment Equipment, Equity Collateral or the Owner Participant's interest in the Trust Estate unless such sale, transfer or other disposition is a result of an Event of Default, results from any substitution, repair or replacement of any item of Equipment under the Lease, or results from any sale, transfer or disposition required under the Lease (including but not limited to Section 10 of the Lease);
(iv) as to any Equity Tax Indemnitee, any Taxes to the extent they exceed the Taxes that would have been imposed had an Equity Tax Indemnitee not transferred, sold or disposed of its interest or rights in any item of the Equipment to a non-U.S. Person;
(v) Taxes imposed on a Lender Tax Indemnitee with respect to any period after the payment in full of the Equipment Notes; provided that the exclusion set forth in this clause (v) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with the applicable time of payment of the Equipment Notes or relate to any payment made by the Lessee after such date;
(vi) as to any Tax Indemnitee, Taxes to the extent caused by any misrepresentation or breach of warranty or covenant by such Tax Participation Agreement (TRLI 2001-1C) 67 Indemnitee or a Related Party under any of the Operative Agreements or by the gross negligence or willful misconduct of such Tax Indemnitee or a Related Party;
(vii) as to any Lender Tax Indemnitee, Taxes which become payable as a result of a sale, assignment, transfer or other disposition (whether voluntary or involuntary) by such Lender Tax Indemnitee of all or any portion of its interest in the Equipment or any part thereof, the Pledged Equipment or any part thereof, the Trust Estate, the Indenture Estate or any of the Operative Agreements or rights created thereunder, other than as a result of (A) the substitution, modification or improvement of the Equipment or any part thereof or the Pledged Equipment or any part thereof, (B) a modification to the Operative Agreements, or (C) a disposition which occurs as the result of the exercise of remedies upon a Lease Event of Default; provided, that, notwithstanding the foregoing, the Lessee shall not be obligated to indemnify any Lender Tax Indemnitee with respect to net income taxes imposed within the United States as the result of a 58 Participation Agreement (TRLI 2001-1B) sale, assignment, transfer or other disposition by such Lender Tax Indemnitee or any Taxes imposed as a result of the status of the Lender Tax Indemnitee as other than a resident of the United States for tax purposes;
(viii) as to any Lender Tax Indemnitee, Taxes imposed as the result of such Lender Tax Indemnitee not being a resident of the United States for tax purposes;
(ix) as to any Lender Tax Indemnitee, Income Taxes or transfer taxes relating to any payments of principal, interest or Make Whole Amount, if any, on the Equipment Notes or the Pass Through Certificates paid to any such Tax Indemnitee that are imposed by (A) any other jurisdiction in which such Indemnitee is subject to such Taxes as a result of it or an Affiliate being organized in such jurisdiction or conducting activities in that jurisdiction unrelated to the transactions contemplated by the Operative Agreements, (B) the United States federal government or (C) any state or local government within the United States;
(x) Taxes to the extent directly resulting from or that would not have been imposed but for (x) in the case of Taxes imposed on or with respect to any Equity Tax Indemnitee, the existence of any Lessor Liens with respect to such Equity Tax Indemnitee, (y) in the case of Taxes imposed on or with respect to any Lender Tax Indemnitee, the existence of any Liens attributable to the Indenture Trustee or Liens attributable to the Pass Through Trustee;
(xi) Taxes imposed on a Tax Indemnitee to the extent that such Taxes would not have been imposed upon such Tax Indemnitee but for any failure of such Tax Indemnitee or a Related Party to comply with (x) any certification, information, documentation, reporting or other similar requirements Participation Agreement (TRLI 2001-1C) 68 concerning the nationality, residence, identity or connection with the jurisdiction imposing such Taxes, if such compliance is required under the laws or regulations of such jurisdiction to obtain or establish relief or exemption from or reduction in such Taxes and the Tax Indemnitee or such Related Party was eligible to comply with such requirement or (y) any other certification, information, documentation, reporting or other similar requirements under the Tax laws or regulations of the jurisdiction imposing such Taxes that would establish entitlement to otherwise applicable relief or exemption from such Taxes; provided, however, that the exclusion set forth in this clause (xii) shall not apply (I) if such failure to comply was due to a failure of the Lessee to provide reasonable assistance on request in complying with such requirement, (II) if, in the case of Taxes imposed on the Owner Participant, in the good faith judgment of the Owner Participant there is a risk of adverse consequence to the Owner Participant or any Affiliate from such compliance against which the Owner Participant is not satisfactorily indemnified, (III) in the case of Taxes imposed on the Owner Participant, if any such failure to comply on the part of the Owner Trustee was the result of the Owner Trustee's gross negligence or failure to act in accordance with instructions of the Owner Participant, or (IV) in the Participation Agreement (TRLI 2001-1B) case of any Tax Indemnitee, unless Lessee shall have given such Tax Indemnitee prior written notice of such requirements;
(xii) Taxes that are imposed with respect to any period after the earlier of (x) return of the Equipment to the Lessor in accordance with, and at a time and place contemplated by the Lease (including the payment of all amounts due at such time) and (y) the termination of the Term pursuant to Section 6, 10, 11, 15 or 22 of the Lease and the discharge in full of Lessee's payment obligation's thereunder unless the Equipment is thereafter required to be returned, in which case, after such return; provided, however, that the exclusion set forth in this clause (xii) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with such return or termination;
(xiii) as to any Lender Tax Indemnitee, Taxes in the nature of an intangible or similar tax upon or with respect to the value of the interest of such Lender Tax Indemnitee in the Indenture Estate, in any Equipment Note or Pass Through Certificate imposed as a result of such Lender Tax Indemnitee or any Affiliate of such Lender Tax Indemnitee being organized in, or conducting activities unrelated to the contemplated transactions in, the jurisdiction imposing such Taxes;
(xiv) Taxes imposed on the Owner Trustee or the Indenture Trustee that are on, based on or measured by any trustee fees for services rendered by such Tax Indemnitee in its capacity as trustee under the Operative Agreements;
(xv) Taxes imposed on any Tax Indemnitee, or any other person who, together with such Tax Indemnitee, is treated as one employer for employee benefit plan purposes, as a result of, or in connection with, any "prohibited transaction," within the meaning of the provisions of the Code or regulations thereunder or as set forth in Section 406 of ERISA or the regulations implementing ERISA or Section 4975 of the Code or the regulations thereunder;
(xvi) Taxes for so long as (x) such Taxes are being contested in accordance with the provisions of Section 7.1(e) hereof, (y) the Lessee is in compliance with its obligations under Section 7.1(e), and (z) the payment of such Taxes is not required pursuant to Section 7.1(e);
(xvii) Taxes as to which such Tax Indemnitee is indemnified pursuant to the Tax Indemnity Agreement;
(xviii) any Taxes imposed on or with respect to any Certificateholder; and
(xix) Taxes imposed as a result of the authorization or giving of any future amendments, supplements, waivers or consents with respect to Participation Agreement (TRLI 2001-1B) any Operative Agreement other than (w) those which are legally required, (x) in connection with the exercise of remedies pursuant to Section 15 of the Lease,
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Taxes Excluded. The In the case of the Owner Participant, its -------------- Affiliates, the Owner Trustee both in its individual capacity and as trustee, and each of their respective successors, assigns, officers, directors, employees and agents described in Section 7.1(a) and the Trust Estate (each, an "Equity ------ Tax Indemnitee" and each Tax Indemnitee which is not an Equity Tax Indemnitee, a -------------- "Lender Tax Indemnitee") except with respect to indemnification payments --------------------- hereunder or payments pursuant to this Section 7.1, the indemnity provided in Section 7.1(b) shall not include:
(i) as to any Equity Tax Indemnitee, any Income Tax imposed by the United States federal government (but not excluding any Income Tax required to make a payment on an After-Tax Basis)government;
(ii) as to any Equity Tax Indemnitee, any Income Tax imposed by any state, local or foreign government or taxing authority or subdivision thereof; provided, however, that this exclusion shall not apply except to the extent such Taxes (but not including Income Taxes imposed on net income) are solely attributable to (I) the use or location of [Participation Agreement (GARC II 98-A)] any item of the Equipment or the activities of the Lessee or its Affiliates or any sublessee in the taxing jurisdiction, (II) the presence or organization of the Lessee or any sublessee in the taxing jurisdiction, (III) the status of the Lessee or any sublessee as a foreign entity or as an entity owned by a foreign person or (IV) 57 Participation Agreement (TRLI 2001-1B) Lessee or sublessee having made (or deemed to have made) payments to the Tax Indemnitee from the relevant jurisdiction; provided, further, however, that the preceding proviso shall not apply to any jurisdiction where the Owner Trust, the Owner Trustee (other than in its individual capacity) or the Owner Participant has its legal domicile or principal place of business (determined without regard to the transactions contemplated by the Operative Agreement);
(iii) as to any Equity Tax Indemnitee, any Tax that is imposed as a result of the sale, transfer or other disposition, by the Lessor or the Owner Participant of any of its rights with respect to any item of Equipment or the Owner Participant's interest in the Trust Estate unless such sale, transfer or other disposition is a result of an Event of Default, results from any substitution, repair or replacement of any item of Equipment under the Lease, or results from any sale, transfer or disposition required under the Lease (including but not limited to Section 10 of the Lease);
(iv) as to any Equity Tax Indemnitee, any Taxes to the extent they exceed the Taxes that would have been imposed had an Equity Tax Indemnitee not transferred, sold or disposed of its interest Interest or rights in any item of the Equipment to a non-U.S. Person;
(v) Taxes imposed on a Lender Tax Indemnitee with respect to any period after the payment in full of the Equipment Notes; provided that the exclusion set forth in this clause (v) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with the applicable time of payment of the Equipment Notes or relate to any payment made by the Lessee after such date;
(vi) as to any Tax Indemnitee, Taxes to the extent caused by any misrepresentation or breach of warranty or covenant by such Tax Indemnitee or a Related Party under any of the Operative Agreements or by the gross negligence or willful misconduct of such Tax Indemnitee or a Related PartyIndemnitee;
(vii) as to any Lender Tax Indemnitee, Taxes which become payable as a result of a sale, assignment, transfer or other disposition (whether voluntary or involuntary) by such Lender Tax Indemnitee of all or any portion of its interest in the Equipment or any part thereof, the Pledged Equipment or any part thereof, the Trust Estate, the Indenture Estate or any of the Operative Agreements or rights created thereunder, other than as a result of (A) the substitution, modification or improvement of the Equipment or any part thereof or the Pledged Equipment or any part thereof, (B) a modification to the Operative Agreements, or (C) a disposition which occurs as the result of the exercise of remedies upon a Lease Event of Default; provided, that, notwithstanding the foregoing, the Lessee shall not be obligated to indemnify any Lender Tax Indemnitee with respect to net income taxes imposed within the United States as the result of a 58 Participation Agreement (TRLI 2001-1B) sale, assignment, transfer or other disposition by such Lender Tax Indemnitee or any Taxes imposed as a result of the status of the Lender Tax Indemnitee as other than a resident of the United States for tax purposes;; [Participation Agreement (GARC II 98-A)]
(viii) as to any Lender Tax Indemnitee, Taxes imposed as the result of such Lender Tax Indemnitee not being a resident of the United States for tax purposes;
(ix) as As to any Lender Tax Indemnitee, Income Taxes or transfer taxes relating to any payments of principal, interest or Make Whole Amount, if any, on the Equipment Notes or the Pass Through Certificates paid to any such Tax Indemnitee that are imposed by (A) the United States federal government, any state or local government within the United States or any other jurisdiction in which such Indemnitee is subject to such Taxes as a result of it or an Affiliate being organized in such jurisdiction or conducting activities in that jurisdiction unrelated to the transactions contemplated by the Operative Agreements, (B) the United States federal government or (C) any state or local government within the United States;
(x) Taxes to the extent directly resulting from or that would not have been imposed but for (x) in the case of Taxes imposed on or with respect to any Equity Tax Indemnitee, the existence of any Lessor Liens with respect to such Equity Tax Indemnitee, (y) in the case of Taxes imposed on or with respect to any Lender Tax Indemnitee, the existence of any Liens attributable to the Indenture Trustee or Liens attributable to the Pass Through TrusteeLiens;
(xi) Taxes imposed on a Tax Indemnitee to the extent that such Taxes would not have been imposed upon such Tax Indemnitee but for any failure of such Tax Indemnitee or a Related Party any Affiliate thereof to comply with (x) any certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the jurisdiction imposing such Taxes, if such compliance is required under the laws or regulations of such jurisdiction to obtain or establish relief or exemption from or reduction in such Taxes and the Tax Indemnitee or such Related Party Affiliate was eligible to comply with such requirement or (y) any other certification, information, documentation, reporting or other similar requirements under the Tax laws or regulations of the jurisdiction imposing such Taxes that would establish entitlement to otherwise applicable relief or exemption from such Taxes; provided, however, that the exclusion set forth in this clause (xii) shall not apply (I) if if, such failure to comply was due to a failure of the Lessee to provide reasonable assistance on request in complying with such requirement, (II) if, in the case of Taxes imposed on the Owner Participant, in the good faith judgment of the Owner Participant there is a risk of adverse consequence to the Owner Participant or any Affiliate from such compliance against which the Owner Participant is not satisfactorily indemnified, (III) in the case of Taxes imposed on the Owner Participant, if any such failure to comply on the part of the Owner Trustee was the result of the Owner Trustee's gross negligence or failure to act in accordance with instructions of the Owner Participant, or (IV) in the Participation Agreement (TRLI 2001-1B) case of any Tax Indemnitee, unless Lessee shall have given such Tax Indemnitee prior written notice of such requirements;; [Participation Agreement (GARC II 98-A)]
(xii) Taxes that are imposed with respect to any period after the earlier of (x) return of possession of the Equipment to the Lessor in accordance with, and at a time and place contemplated by the Lease (including the payment of all amounts due at such time) and (y) the termination of the Term pursuant to Section 6, 10, 11, 15 or 22 of the Lease and the discharge in full of Lessee's payment obligation's thereunder unless the Equipment is thereafter required to be returned, in which case, after such return; provided, however, that the exclusion set forth in this -------- ------- clause (xiixiii) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with such return or termination;
(xiii) as As to any Lender Tax Indemnitee, Taxes in the nature of an intangible or similar tax upon or with respect to the value of the interest of such Lender Tax Indemnitee a Loan Participant in the Trust Indenture Estate, Estate or in any Equipment Note or Pass Through Certificate imposed as a result of such Lender Tax Indemnitee or any Affiliate of such Lender Tax Indemnitee being organized in, or conducting activities unrelated to the contemplated transactions in, the jurisdiction imposing such TaxesNote;
(xiv) Taxes imposed on the Owner Trustee or the Indenture Trustee that are on, based on or measured by any trustee fees for services rendered by such Tax Indemnitee in its capacity as trustee under the Operative AgreementsAgreements imposed as a result of the Indenture Trustee, the Loan Participant or any Affiliate of the Loan Participant being organized in, or conducting activities unrelated to the contemplated transactions in, the jurisdiction imposing such Taxes;
(xv) Taxes imposed on any Tax Indemnitee, or any other person who, together with such Tax Indemnitee, is treated as one employer for employee benefit plan purposes, as a result of, or in connection with, any "prohibited transaction," within the meaning of the provisions of the Code or regulations thereunder or as set forth in Section 406 of ERISA or the regulations implementing ERISA or Section 4975 of the Code or the regulations thereunder;
(xvi) Taxes for so long as (x) such Taxes are being contested in accordance with the provisions of Section 7.1(e) hereof, (y) the Lessee is in compliance with its obligations under Section 7.1(e), and (z) the payment of such Taxes is not required pursuant to Section 7.1(e);
(xvii) Taxes as to which such Tax Indemnitee is indemnified pursuant to the Tax Indemnity Agreement;
(xviii) any Taxes imposed on or with respect to any CertificateholderCertificate Holder; andand [Participation Agreement (GARC II 98-A)]
(xix) Taxes imposed as a result of the authorization or giving of any future amendments, supplements, waivers or consents with respect to Participation Agreement (TRLI 2001-1B) any Operative Agreement other than (w) those which are legally required, (x) in connection with the exercise of remedies pursuant to Section 15 of the Lease,, (y) such as have been proposed by the Lessee or consented to by the Lessee or (z) those that are required pursuant to the terms of the Operative Agreements.
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Samples: Participation Agreement (General American Railcar Corp Ii)
Taxes Excluded. The indemnity provided in Section 7.1(b7.1 (b) shall not include:
(i) as to any Equity Tax Indemnitee, any Income Tax imposed by the United States federal government (but not excluding any Income Tax required to make a payment on an After-Tax Basis);
(ii) as to any Equity Tax Indemnitee, any Income Tax imposed by any state, local or foreign government or taxing authority or subdivision thereofthereof (but not excluding an Income Tax required to make a payment on an After-Tax Basis); provided, however, that this exclusion shall not apply to the extent such Taxes (but not including Income Taxes imposed on net income) are attributable relate directly or indirectly to (I) the use or use, location of any item of the Equipment or the activities of the Lessee or its Affiliates or any sublessee in the taxing jurisdiction, (II) the presence or organization of the Lessee or any sublessee in the taxing jurisdiction, (III) the status any payment by or on behalf of the Lessee or any sublessee as a foreign entity or as an entity owned by a foreign person being made from the taxing jurisdiction, or (IV) 57 Participation the execution or delivery of any Operative Agreement (TRLI 2001-1B) by the Lessee or sublessee having made (or deemed to have made) payments to in the Tax Indemnitee from the relevant taxing jurisdiction; provided, further, however, that the preceding proviso shall not apply to any jurisdiction where Taxes that are solely attributable to the fact that the Owner Trust, the Owner Trustee (other than in its individual capacity) or the Owner Participant has its legal domicile or a principal place of business in the taxing jurisdiction (determined without regard to the transactions contemplated by the Operative AgreementAgreements);
(iii) as to any Equity Tax Indemnitee, any Tax that is imposed as a result of the voluntary sale, transfer or other disposition, or any involuntary sale, transfer or other disposition resulting from a bankruptcy or similar proceeding for relief of debtors in which such Equity Tax Indemnitee is a debtor, by the Lessor or the Owner Participant of any of its rights with respect to any item of Equipment or the Owner Participant's interest in the Trust Estate unless such sale, transfer or other disposition is during the continuance of a Lease Event of Default or is otherwise pursuant to the Lessor's exercise of its rights under the Operative Agreements or is as a result of an Event of Default, results from (x) any substitution, repair replacement, improvement, modification or replacement of addition to the Equipment or any item of Equipment under portion thereof by the LeaseLessee, a Sublessee, or results from a Related Person to the Lessee or Sublessee, (y) a requirement of the Lessee in the Operative Agreements or under applicable law, or (z) a purchase of the Equipment or any sale, transfer or disposition required under Unit thereof pursuant to the Lease (including but not limited to Section 10 of or the Lease)other Operative Agreements;
(iv) as to any Equity Tax Indemnitee, any Taxes to the extent they exceed the Taxes that would have been imposed had an if such Equity Tax Indemnitee not transferred, sold or disposed of its interest or rights in any item of the Equipment to were a non-U.S. Person;
(v) Taxes imposed on a Lender Tax Indemnitee Indemnitee, excluding the Policy Tax Indemnitee, with respect to any period after the payment in full of the Equipment Notes; provided that the exclusion set forth in this clause (v) shall not apply to Taxes to the extent such Taxes (I) relate directly or indirectly to events occurring or matters arising prior to or simultaneously with the applicable time date on which all of payment the principal of, interest on and all other amounts payable in respect of the Equipment Notes have been paid in full or relate to any payment made by the Lessee after such date(II) result from a Lease Event of Default that has occurred and is continuing;
(vi) as to any Tax Indemnitee, Taxes to imposed on the extent caused by any misrepresentation or breach of warranty or covenant by such Tax Indemnitee or a Related Party under any of the Operative Agreements or by the gross negligence or willful misconduct of such Tax Indemnitee or a Related Party;
(vii) as to any Lender Tax Indemnitee, Taxes which become payable as a result of a sale, assignment, transfer or other disposition (whether voluntary or involuntary) by such Lender Tax Indemnitee of all or any portion of its interest in the Equipment or any part thereof, the Pledged Equipment or any part thereof, the Trust Estate, the Indenture Estate or any of the Operative Agreements or rights created thereunder, other than as a result of (A) the substitution, modification or improvement of the Equipment or any part thereof or the Pledged Equipment or any part thereof, (B) a modification to the Operative Agreements, or (C) a disposition which occurs as the result of the exercise of remedies upon a Lease Event of Default; provided, that, notwithstanding the foregoing, the Lessee shall not be obligated to indemnify any Lender Policy Tax Indemnitee with respect to net income taxes imposed within any period after the United States as the result payment in full of a 58 Participation Agreement (TRLI 2001-1B) saleall Equipment Notes, assignment, transfer or other disposition by such Lender Tax Indemnitee or any Taxes imposed as a result of the status of the Lender Tax Indemnitee as other than a resident of the United States for tax purposes;
(viii) as to any Lender Tax Indemnitee, Taxes imposed as the result of such Lender Tax Indemnitee not being a resident of the United States for tax purposes;
(ix) as to any Lender Tax Indemnitee, Income Taxes or transfer taxes relating to any payments of principal, interest or Make Whole Amount, if any, on the Equipment Notes or the Pass Through Certificates paid to any such Tax Indemnitee that are imposed by (A) any other jurisdiction in which such Indemnitee is subject to such Taxes as a result of it or an Affiliate being organized in such jurisdiction or conducting activities in that jurisdiction unrelated to the transactions contemplated by the Operative Agreements, (B) the United States federal government or (C) any state or local government within the United States;
(x) Taxes to the extent directly resulting from or that would not have been imposed but for (x) in the case of Taxes imposed on or with respect to any Equity Tax Indemnitee, the existence of any Lessor Liens with respect to such Equity Tax Indemnitee, (y) in the case of Taxes imposed on or with respect to any Lender Tax Indemnitee, the existence of any Liens attributable to the Indenture Trustee or Liens attributable to the Pass Through Trustee;
(xi) Taxes imposed on a Tax Indemnitee to the extent that such Taxes would not have been imposed upon such Tax Indemnitee but for any failure of such Tax Indemnitee or a Related Party to comply with (x) any certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the jurisdiction imposing such Taxes, if such compliance is required under the laws or regulations of such jurisdiction to obtain or establish relief or exemption from or reduction in such Taxes all Policy Provider Amounts and the Tax Indemnitee or such Related Party was eligible to comply with such requirement or (y) any other certification, information, documentation, reporting or other similar requirements under the Tax laws or regulations of the jurisdiction imposing such Taxes that would establish entitlement to otherwise applicable relief or exemption from such TaxesPolicy Provider Reimbursement Amounts; provided, however, provided that the exclusion set forth in this clause (xii) shall not apply (I) if such failure to comply was due to a failure of the Lessee to provide reasonable assistance on request in complying with such requirement, (II) if, in the case of Taxes imposed on the Owner Participant, in the good faith judgment of the Owner Participant there is a risk of adverse consequence to the Owner Participant or any Affiliate from such compliance against which the Owner Participant is not satisfactorily indemnified, (III) in the case of Taxes imposed on the Owner Participant, if any such failure to comply on the part of the Owner Trustee was the result of the Owner Trustee's gross negligence or failure to act in accordance with instructions of the Owner Participant, or (IV) in the Participation Agreement (TRLI 2001-1B) case of any Tax Indemnitee, unless Lessee shall have given such Tax Indemnitee prior written notice of such requirements;
(xii) Taxes that are imposed with respect to any period after the earlier of (x) return of the Equipment to the Lessor in accordance with, and at a time and place contemplated by the Lease (including the payment of all amounts due at such time) and (y) the termination of the Term pursuant to Section 6, 10, 11, 15 or 22 of the Lease and the discharge in full of Lessee's payment obligation's thereunder unless the Equipment is thereafter required to be returned, in which case, after such return; provided, however, that the exclusion set forth in this clause (xiivi) shall not apply to Taxes to the extent such Taxes (I) relate directly or indirectly to events occurring or matters arising prior to or simultaneously with such return or termination;
(xiii) as to any Lender Tax Indemnitee, Taxes in the nature of an intangible or similar tax upon or with respect to the value date on which all of the interest of such Lender Tax Indemnitee in the Indenture Estate, in any Equipment Note or Pass Through Certificate imposed as a result of such Lender Tax Indemnitee or any Affiliate of such Lender Tax Indemnitee being organized in, or conducting activities unrelated to the contemplated transactions in, the jurisdiction imposing such Taxes;
(xiv) Taxes imposed on the Owner Trustee or the Indenture Trustee that are on, based on or measured by any trustee fees for services rendered by such Tax Indemnitee in its capacity as trustee under the Operative Agreements;
(xv) Taxes imposed on any Tax Indemnitee, or any other person who, together with such Tax Indemnitee, is treated as one employer for employee benefit plan purposes, as a result principal of, or interest on and other amounts payable in connection with, any "prohibited transaction," within the meaning respect of the provisions of the Code or regulations thereunder or as set forth Equipment Notes, all Policy Provider Amounts and all Policy Provider Reimbursement Amounts have been paid in Section 406 of ERISA or the regulations implementing ERISA or Section 4975 of the Code or the regulations thereunder;
(xvi) Taxes for so long as (x) such Taxes are being contested in accordance with the provisions of Section 7.1(e) hereof, (y) the Lessee is in compliance with its obligations under Section 7.1(e), and (z) the payment of such Taxes is not required pursuant to Section 7.1(e);
(xvii) Taxes as to which such Tax Indemnitee is indemnified pursuant to the Tax Indemnity Agreement;
(xviii) any Taxes imposed on or with respect to any Certificateholder; and
(xix) Taxes imposed as a result of the authorization or giving of any future amendments, supplements, waivers or consents with respect to Participation Agreement (TRLI 2001-1B) any Operative Agreement other than (w) those which are legally required, (x) in connection with the exercise of remedies pursuant to Section 15 of the Lease,full or
Appears in 1 contract
