Common use of Taxes Excluded Clause in Contracts

Taxes Excluded. The indemnity provided for in paragraph 13(b) above shall not extend to any of the following (in each case, except in the case of otherwise indemnifiable or payable under the Operative Documents, on an After-Tax Basis, additional amounts necessary to indemnify a Tax Indemnitee for such Taxes on an After-Tax Basis): (1) Federal income taxes; (2) In the case of each Tax Indemnitee, (i) net income taxes and (ii) taxes that would not have been incurred but for such Tax Indemnitee or an Affiliate of such Tax Indemnitee being organized in the jurisdiction imposing such taxes or conducting activities therein that are unrelated to the transactions contemplated by the Operative Documents; provided that this Exclusion shall not apply to net income taxes imposed on a Certificate Holder's income from this transaction by jurisdictions in which such Certificate Holder is not otherwise subject to such Taxes to the extent such net income Taxes (after reduction for all net income Tax savings in other jurisdictions resulting from the imposition of the Taxes described in the preceding portion of this proviso) exceed the net income taxes that would have been payable if the Master Lease had been treated as a secured loan by such taxing jurisdiction (unless such Certificate Holder has reported the transaction to such taxing jurisdiction as a lease without being requested to do so by Lessee in writing or required to do so by such taxing jurisdiction); (3) Taxes imposed by any government or taxing authority of a foreign country, or any political subdivision thereof, or an international taxing authority, except Taxes that would not have been incurred but for the Lessee's becoming a foreign entity or the Lessee's making payments to a Tax Indemnitee from a foreign jurisdiction;

Taxes Excluded. The indemnity provided for in paragraph 13(b(b) above shall not extend to any of the following following: (in each case, except in i) In the case of otherwise indemnifiable the Owner Participant, the Owner Trustee or the Trust Estate, Income Taxes (as defined in Section 7.1(l), below) imposed by (A) the United States federal government (provided that this subclause (A) shall not be construed as preventing Lessee from recouping any such federal Income Taxes imposed by way of deduction or withholding from the Indenture Trustee, the Pass Through Trustee or any Certificateholder or as giving to the Indenture Trustee a right to indemnification by the Lessee for Taxes payable pursuant to Section 5.09 of the Indenture), (B) any state or local tax jurisdiction in the United States (unless such Tax Indemnitee would not have been subject to tax in such jurisdiction but for this transaction (including the operation or presence of any Unit (or part thereof) and other leasing transactions between the Lessee (or its Affiliates) and the Owner Participant (or its Affiliates) or the Lessee making payment from or performing other actions in such jurisdiction)), provided, that for -------- purposes of determining whether any Tax Indemnitee would not have been subject to tax in such jurisdiction but for this transaction, the determination of (y) whether any Tax Indemnitee is treated as being incorporated or having its principal place of business in any state or local tax jurisdiction for purposes of this clause (B), or (z) whether any such Tax Indemnitee is deemed to be subject to tax in any state or local tax jurisdiction (and would have been subject to such tax without regard to this transaction) for purposes of this clause (B), shall be made by treating each corporation which is a Tax Indemnitee on a stand-alone basis and without regard to any Affiliates, related Tax Indemnitee or other entities, except to the extent that such Tax Indemnitee files combined or consolidated tax returns in such state or local jurisdiction, respectively, with one or more Affiliates which are also Tax Indemnitee, (C) any foreign government or any political subdivision or taxing authority thereof or any territory or possession of the United States or by any international authority except to the extent such Income Taxes would not have been imposed by such jurisdiction but for the use, location, operation, presence or registration of any Unit or part thereof in such jurisdiction or the activities of the Lessee or any of its Affiliates in such jurisdiction or the making of any payments from such jurisdiction by or on behalf of the Lessee pursuant to the Operative Agreements or any other nexus between such jurisdiction and the transactions contemplated by the Operative Agreements (other than such nexus as may result solely from the activities, presence, ownership or receipts of such Tax Indemnitee in each case unrelated to the Operative Agreements or transactions contemplated thereby) or (D) any government or jurisdiction described in (A), (B) or (C) of this clause (i) because the applicable Tax Indemnitee is not a resident of the United States for tax purposes. (ii) Taxes imposed with respect to any period after the earliest of the applicable dates of (x) the return of possession of the Equipment to the Owner Participant or the placement of the Equipment in storage at the request of the Owner Participant, in either case pursuant to Section 6 of the Lease, (y) the termination of the Lease Term pursuant to Section 22.1 or Section 22.3 of the Lease, or (z) the discharge in full of the Lessee's obligation to pay the Termination Value or the Stipulated Loss Value and all other amounts due, if any, under Section 10 or 11.2 of the Lease, as the case may be, with respect to the Equipment; provided that the exclusion -------- set forth in this clause (ii) 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; (iii) As to any Tax Indemnitee, Taxes to the extent caused by any misrepresentation or breach of warranty or covenant under the Operative DocumentsAgreements by such Tax Indemnitee, or by the gross negligence or willful misconduct of such Tax Indemnitee; (iv) As to any Tax Indemnitee, Taxes which become payable as a result of a sale, assignment, transfer or other disposition (whether voluntary or involuntary) by such Tax Indemnitee of all or any portion of its interest in the Equipment or any part thereof, the Trust Estate or any of the Operative Agreements or rights created thereunder other than as a result of the substitution, modification or improvement of the Equipment or any part thereof or a disposition which occurs as the result of the exercise of remedies for a Lease Event of Default, 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 but -------- subject to the Tax Indemnity Agreement, Lessee shall not be obligated to indemnify any Tax Indemnitee with respect to net income taxes imposed within the United States as the result of a sale, assignment, transfer or other disposition by such Tax Indemnitee or any Taxes imposed as a result of the status of the Tax Indemnitee as other than a resident of the United States for tax purposes; (v) Taxes which result from the Owner Trustee's engaging on behalf of the Trust Estate in transactions unrelated to those permitted or contemplated by the Operative Agreements; (vi) As to any Tax Indemnitee, Taxes to the extent they exceed the Taxes that would have been imposed had the initial Tax Indemnitee not transferred, sold or otherwise disposed of any interest held by such Tax Indemnitee pursuant to any of the Operative Agreements such excess to be determined based on a certificate of the original Tax Indemnitee provided to the Lessee immediately prior to a transfer, sale or other such disposition of such interest, such certificate to set forth the state and local jurisdictions in which the original Tax Indemnitee would not be entitled to indemnification in accordance with (S) 7.1(c)(i)(B) and (C) hereof, provided, however, that this provision shall not apply to the determination -------- ------- of amounts required to make payments on an After-Tax Basis, additional amounts necessary to indemnify a Tax Indemnitee for such Taxes on an After-Tax Basis):; and (1) Federal income taxes; (2) In the case of each Tax Indemnitee, (i) net income taxes and (ii) taxes that would not have been incurred but for such Tax Indemnitee or an Affiliate of such Tax Indemnitee being organized in the jurisdiction imposing such taxes or conducting activities therein that are unrelated to the transactions contemplated by the Operative Documents; provided that this Exclusion shall not apply to net income taxes imposed on a Certificate Holder's income from this transaction by jurisdictions in which such Certificate Holder is not otherwise subject to such Taxes to the extent such net income Taxes (after reduction for all net income Tax savings in other jurisdictions resulting from the imposition of the Taxes described in the preceding portion of this proviso) exceed the net income taxes that would have been payable if the Master Lease had been treated as a secured loan by such taxing jurisdiction (unless such Certificate Holder has reported the transaction to such taxing jurisdiction as a lease without being requested to do so by Lessee in writing or required to do so by such taxing jurisdiction); (3vii) Taxes imposed by any government or taxing authority of a foreign country, or any political subdivision thereof, or an international taxing authority, except Taxes that would not have been incurred but on the Owner Trustee based on the Owner Trustee's fee for services under the Lessee's becoming a foreign entity or the Lessee's making payments to a Tax Indemnitee from a foreign jurisdiction;Trust Agreement.

Taxes Excluded. The indemnity provided for in paragraph 13(b(b) above shall not extend to any of the following (in each case, except in the case of otherwise indemnifiable or payable under the Operative Documents, on an After-Tax Basis, additional amounts necessary to indemnify a Tax Indemnitee for such Taxes on an After-Tax Basis):following: (1) Federal income taxes; (2i) In the case of each the Owner Participant, the Owner Trustee or the Trust Estate, Income Taxes (as defined in Section 7.1(l), below) imposed by (A) the United States federal government, other than any United States federal Income Taxes imposed by way of deduction or withholding upon or with respect to payments on any Equipment Notes, together with any penalties, fines, additions to Tax Indemniteeor interest related thereto (provided that this subclause (A) shall not be construed as preventing Lessee from recouping any such deduction or withholding from the Indenture Trustee, the Pass Through Trustee or any Certificateholder or as giving to the Indenture Trustee a right to indemnification by the Lessee for Taxes payable pursuant to Section 6.09 of the Indenture), (iB) net income taxes and any state or local tax jurisdiction in the United States or any foreign government or any political subdivision or taxing authority thereof or any territory or possession of the United States or by any international authority (ii) taxes that unless such Tax Indemnitee would not have been incurred subject to tax in such jurisdiction but for this transaction (including the operation or presence of any Unit (or part thereof)) or the Lessee making payment from or performing other actions in such jurisdiction contemplated by the Operative Agreements)), provided, however, that for purposes of this clause (B), the determination of whether any such Tax Indemnitee is deemed to be subject to tax in any state or local tax jurisdiction but for this transaction under this clause (B), shall be made by treating each corporation which is a Tax Indemnitee on a stand-alone basis and without regard to any Affiliates, related Tax Indemnitees or other entities, except to the extent that such Tax Indemnitee files combined or consolidated tax returns in such jurisdiction, with one or more Affiliates which are also Tax Indemnitees, or (C) any government or jurisdiction described in (A) or (B) of this clause (i) because the applicable Tax Indemnitee is not a resident of the United States for tax purposes. (ii) Taxes imposed with respect to any period after the earliest of (x) the return of possession of the Equipment to the Owner Participant or the placement of the Equipment in storage at the request of the Owner Participant, in either case pursuant to Section 6 of the Lease, (y) the termination of the Lease Term pursuant to Section 22.1 or Section 22.3 of the Lease with respect to all the Equipment, or (z) the discharge in full of the Lessee's obligation to pay the Termination Value or the Stipulated Loss Value and all other amounts due, if any, under Section 10 or 11.2 of the Lease, as the case may be, with respect to the Equipment; provided that the exclusion set forth in this clause (ii) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with such time; (iii) As to any Tax Indemnitee, Taxes to the extent caused by any misrepresentation or breach of warranty or covenant under the Operative Agreements or by the gross negligence or willful misconduct of such Tax Indemnitee; (iv) As to any Tax Indemnitee, Taxes which become payable as a result of (x) a voluntary sale, assignment, transfer or other disposition by such Tax Indemnitee of all or any portion of its interest in the Equipment or any part thereof, the Trust Estate or any of the Operative Agreements or rights created thereunder or (y) a disposition by such Tax Indemnitee of all or any portion of its interest in the Equipment or any part thereof, the Trust Estate or any of the Operative Agreements or rights created thereunder in connection with a bankruptcy or similar proceeding involving such Tax Indemnitee, other than as a result of the replacement, sublease, substitution, modification or improvement of the Equipment or any part thereof or a disposition which occurs as the result of the exercise of remedies for a Lease Event of Default, 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, Lessee shall not be obligated to indemnify any Tax Indemnitee with respect to net income taxes imposed within the United States as the result of a sale, assignment, transfer or other disposition by such Tax Indemnitee or an Affiliate any Taxes imposed as a result of the status of the Tax Indemnitee as other than a resident of the United States for tax purposes; (v) Taxes which result from the Owner Trustee's engaging on behalf of the Trust Estate in transactions unrelated to those permitted or contemplated by the Operative Agreements; (vi) As to any Tax Indemnitee, Taxes to the extent they exceed the Taxes that would have been imposed had the initial Tax Indemnitee not transferred, sold or otherwise disposed of any interest held by such Tax Indemnitee being organized pursuant to any of the Operative Agreements; (vii) Taxes imposed on the Bank based on the Bank's fee for services as Owner Trustee under the Trust Agreement; (viii) Taxes on any item of "tax preference" or any "minimum tax;" (ix) Taxes imposed by any jurisdiction to the extent that such Taxes would have been imposed on the Tax Indemnitee for activities in the such jurisdiction imposing such taxes or conducting activities therein that are unrelated to the transactions contemplated by in the Operative DocumentsAgreements; provided that this Exclusion shall not apply to net income taxes and (x) Taxes imposed on the Tax Indemnitee or any person who is a "disqualified person", within the meaning of Section 4975(e)(2) of the Code, or a "party in interest", within the meaning of Section 3(14) of ERISA, by virtue of such person's relationship to the Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code, occurring with respect to the acquisition or holding of any Pass Through Certificate Holder's income from this transaction (or any funded participation therein) involving the exercise of discretion or control by jurisdictions in which such Certificate Holder is not otherwise subject to such Taxes Tax Indemnitee but only to the extent such net income Taxes (after reduction for all net income the Tax savings Indemnitee knew or should have known in other jurisdictions resulting from the imposition case of a purchase, or had actual knowledge in the case of a holding, that the transaction was a prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975(c)(1) of the Taxes described in the preceding portion of this proviso) exceed the net income taxes that would have been payable if the Master Lease had been treated as a secured loan by such taxing jurisdiction (unless such Certificate Holder has reported the transaction to such taxing jurisdiction as a lease without being requested to do so by Lessee in writing or required to do so by such taxing jurisdiction); (3) Taxes imposed by any government or taxing authority of a foreign country, or any political subdivision thereof, or an international taxing authority, except Taxes that would not have been incurred but for the Lessee's becoming a foreign entity or the Lessee's making payments to a Tax Indemnitee from a foreign jurisdiction;Code.

Taxes Excluded. The indemnity provided for in paragraph 13(b) Clause 10.3 above shall not extend to apply to, and the Lessee shall have no indemnity liability with respect to, any of the following following: (a) Taxes (other than Taxes in each casethe nature of sales, except use, property, rental, value-added, goods and services, transfer or turnover taxes or, in the case of otherwise indemnifiable Taxes imposed by any jurisdiction, to the extent such Taxes are required pursuant to Clause 10.1 for the computation of amounts payable by the Lessee on an after-tax basis) on, based on, measured by or with respect to the net or gross income, capital or net worth, net or gross receipts, franchises, excess profits or conduct of business of such Indemnitee (including, without limitation, capital gains taxes, minimum taxes, alternative minimum taxes, branch profits taxes and accumulated earnings taxes) imposed by (A) any federal, state or local government, political subdivision or taxing authority in the United States other than (x) any such Taxes imposed by withholding on or with respect to amounts payable under this Agreement by any federal, state or local government, political subdivision or taxing authority in the Operative DocumentsUnited States by reason of a change of law, regulation, treaty or ruling as in effect on an After-Tax Basis, additional amounts necessary to indemnify a Tax Indemnitee for the date hereof and (y) any such Taxes on an After-Tax Basis): that are imposed by any state or local government, political subdivision or taxing authority thereof in the United States (1) Federal income taxes; other than any state in which the applicable Indemnitee is organized, has its principal place of business or is otherwise subject to taxation as a result of transactions unrelated to the transactions contemplated hereby (2) In the case of each Tax Indemnitee, (i) net income taxes and (ii) taxes that unless such Indemnitee would not have been incurred subject to taxation by such taxing authority but for such Tax Indemnitee leasing transactions involving aircraft in which the Lessor is the owner or an Affiliate the Beneficiary is the owner or beneficial owner of such Tax Indemnitee being organized aircraft) or any local government or political subdivision or taxing authority in any such state) to the extent that such Taxes would not have been imposed but for (1) the registration, operation, location or use of the Aircraft, Airframe, any Engine or any Part in the jurisdiction imposing such taxes Tax or conducting (2) the activities therein that are unrelated or presence of any of the Lessee, any affiliate of the Lessee or any Person in possession of the Aircraft, Airframe, any Engine or any Part (other than the Lessor or the Beneficiary) (each referred to the transactions contemplated as a "Lessee Person") in or any payment under this Agreement being made by the Operative Documents; provided that this Exclusion shall not apply to net income taxes imposed on a Certificate Holder's income from this transaction by jurisdictions in which such Certificate Holder is not otherwise subject to such Taxes to the extent such net income Taxes (after reduction for all net income Tax savings in other jurisdictions resulting Lessee Person from the imposition of the Taxes described in the preceding portion of this provisojurisdiction imposing such Tax, (B) exceed the net income taxes that would have been payable if the Master Lease had been treated as a secured loan by such taxing jurisdiction (unless such Certificate Holder has reported the transaction to such taxing jurisdiction as a lease without being requested to do so by Lessee in writing or required to do so by such taxing jurisdiction); (3) Taxes imposed by any government or taxing authority of a foreign country, or in any jurisdiction (other than the United States or any political subdivision thereofor taxing authority thereof or therein) other than Taxes that are imposed as a result of the registration, operation, location or use of the Aircraft, Airframe, any Engine or any Part in, the existence of an office, fixed place of business or permanent establishment of a Lessee Person in, a Lessee Person making payments from or other activities or presence of a Lessee Person in the jurisdiction imposing the Tax, provided that the applicable Indemnitee is not organized, does not have its principal place of business and is not otherwise subject to taxation in such jurisdiction as the result of transactions unrelated to the transactions contemplated hereby (unless such Indemnitee would not have been subject to taxation by such taxing authority but for leasing transactions involving aircraft in which the Lessor is the owner or the Beneficiary is the owner or beneficial owner of such aircraft), or (C) any taxing authority in Ireland; (b) Taxes to the extent resulting from (1) any voluntary sale, assignment, transfer or other voluntary disposition by such Indemnitee of the Aircraft, Airframe, any Engine or any Part or interest with respect to the foregoing, (2) any involuntary transfer by such Indemnitee of the Aircraft, Airframe, any Engine, any Part, the rent, the trust on behalf of which the Lessor is acting or any interest with respect to any of the foregoing resulting from any bankruptcy or other proceeding for the relief of debtors in which such Indemnitee is the debtor, or (3) any involuntary transfer by such Indemnitee of the Aircraft, Airframe, any Engine or any Part or interest with respect to the foregoing resulting from a default by such Indemnitee under any secured financing transaction relating to the Aircraft (unless, in each preceding case, such sale, assignment, transfer or disposition occurs pursuant to the exercise of remedies after the occurrence and during the continuance of a Termination Event); (c) Taxes that are imposed on a transferee from an international taxing authorityIndemnitee to the extent of the excess of such Taxes imposed under applicable law in effect on the date of transfer, over the amount of Taxes which would have been imposed had there not been a sale, assignment, transfer or other disposition to such transferee, unless such sale, assignment, transfer or other disposition occurs pursuant to an exercise of remedies hereunder after a Termination Event has occurred and while such Termination Event is continuing (it being understood and agreed that this Clause 10.4(c) shall not apply to the calculation of the amount necessary for any payment required to be made on an after-tax basis); (d) Taxes imposed in respect of any period after the expiration or earlier termination of this Agreement in accordance with its terms, except to the extent such Taxes are imposed with respect to the receipt by an Indemnitee of any amounts due under the Lease Documents after such expiration or termination of the Lease, it being understood that the exception from indemnity set forth in this Clause 10.4(d) shall not apply to Taxes to the extent such Taxes relate to events occurring or matters arising prior to or simultaneously with the time of the earliest occurrence of the events covered by this Clause 10.4(d); (e) Taxes imposed upon the Lessor that are on, based on, measured by or with respect to any fees, commissions or compensation for services rendered by the Lessor in its capacity as trustee under the Trust Agreement, or fees, commissions or compensation received by the Head Lessor or any Lender; (f) Without affecting the Lessee's rights and obligations under Clauses 10.2 and 10.6, Taxes for so long as such Taxes are being contested in accordance with the provisions of Clause 10.6 hereof; (g) Taxes that would not have been incurred imposed with respect to a Indemnitee but for any failure of such Indemnitee (after timely written notice from the Lessee accompanied by a properly completed draft form of any such requirement prepared by Lessee at Lessee's expense, other than the Form 1001 to be delivered prior to the date the first payment is due to the Lessor under this Agreement) to comply with certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity, connection with the jurisdiction imposing such Taxes or any other matters, that is required by law as a condition to exemption or the relief from, or reduction of, such Tax (but only if and to the extent that such compliance may be effected by such Indemnitee without materially increasing such Indemnitee's risk of exposure to any Tax in the applicable jurisdiction, related expenses or other adverse consequences not indemnified by the Lessee hereunder); (h) Taxes to the extent that such Taxes would not have been imposed on or with respect to a Indemnitee but for the Lesseewillful misconduct or gross negligence of any Indemnitee thereof; (i) Taxes which an Indemnitee would be required to contest pursuant to Clause 10.6 and which such Indemnitee has failed to contest as and to the extent required by clause 10.6 and any other Taxes for which a successful contest is foreclosed because of such failure of the Indemnitee, provided that such failure by the Indemnitee has a material adverse effect on the ability of the Lessee to contest such Tax or if and to the extent such failure results in an increase in the amount of any penalties, interests or addition to such Tax (unless any such failure by an Indemnitee is the result of a failure by the Lessee to fulfill its obligations under Clause 10.6); (j) Taxes imposed on any Indemnitee resulting from such Indemnitee's becoming a foreign entity original purchase or other acquisition of the Lessee's making payments Aircraft, any Engine or any Part or any interest in any thereof; (k) Taxes imposed with respect to any period prior to the Delivery Date; (l) Taxes which have been included in the cost of the Aircraft; or (m) Taxes, to the extent that (1) such Taxes constitute interest or penalties relating to a Tax (but not the underlying Tax) and (2) such interest or penalties result from the failure to file or late filing of any Tax return by any Indemnitee, unless such failure by the Indemnitee to file or late filing results from a foreign jurisdiction;failure of the Lessee to fulfill its obligation under clause 10.7 or any other provision of this Agreement compliance with which by Lessee is necessary in order for such Indemnitee to be able to file such Tax return.