Common use of Taxes Indemnified Clause in Contracts

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all payments of Rent pursuant to the Lease and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction is required, the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, indemnify and save harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis all fees (including, without limitation, documentation, recording, filing, license and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes"), which at any time may be levied, assessed or imposed by the United States federal, any state or local authority or any foreign governmental authority (or political subdivision thereof) upon, with respect to, or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating to: (i) any item of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account), (ii) the construction, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, possession, improvement, use, operation, leasing, subleasing, condition, maintenance, repair, refinancing, registration, sale, return, replacement, storage, insuring, activity conducted on, substitution of, abandonment, alteration, modification, imposition of a Lien on, or other application or disposition of any item of the Equipment or the Pledged Equipment or any portion thereof or interest therein, (iii) the rental payments, receipts or earnings arising from any item of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, or (iv) the Operative Agreements, the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, and any payment made or accrued or obligation incurred pursuant thereto or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing of the Equipment Notes.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all payments of Rent pursuant to the Lease and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction is required, required the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, indemnify and save harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, Indemnitee the Lessee hereby assumes liability with respect to, on an After-Tax Basis all fees (including, without limitation, documentation, recording, filing, license fees and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes"), which at any time may be levied, assessed or ) imposed by the United States federal, any state or local authority or any foreign governmental authority (or political subdivision thereof) upon, with respect to, or against any of the Tax Indemnitees, any item of Equipment, Equipment or Pledged Equipment, any Sublease, Equipment or the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoingLessee, upon, arising from or relating to: (i) any item of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account), (ii) the construction, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, possession, improvement, use, operation, leasing, subleasing, condition, maintenance, repair, refinancing, registration, sale, return, replacement, storage, insuring, activity conducted on, substitution of, abandonment, alteration, modification, imposition of a Lien on, abandonment or other application or disposition of any item of the Equipment or the Pledged Equipment or any portion thereof or interest thereinEquipment, (iii) the rental payments, receipts or earnings arising from any item of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, or (iv) the Operative Agreements, the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, and any payment made or accrued or obligation incurred pursuant thereto Lease or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing of the Equipment Notesthereby.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all payments of Rent pursuant to the Lease and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction is required, required the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, 56 Participation Agreement (TRLI 2001-1B) equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Whether or not any Unit is accepted under the Lease, or the Closing occurs, the Lessee shall defend, indemnify and save harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, Indemnitee the Lessee hereby assumes liability with respect to, on an After-Tax Basis all fees (including, without limitation, documentation, recording, filing, license fees and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes"), which at any time may be levied, assessed or ) imposed by the United States federal, any state or local authority or any foreign governmental authority (or political subdivision thereof) upon, with respect to, or against any of the Tax Indemnitees, any item of Equipment, Equipment or Pledged Equipment, any Sublease, Equipment or the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoingLessee, upon, arising from or relating to: (i) any item of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account), (ii) the construction, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, possession, improvement, use, operation, leasing, subleasing, condition, maintenance, repair, refinancing, registration, sale, return, replacement, storage, insuring, activity conducted on, substitution of, abandonment, alteration, modification, imposition of a Lien on, abandonment or other application or disposition of any item of the Equipment or the Pledged Equipment or any portion thereof or interest thereinEquipment, (iii) the rental payments, receipts or earnings arising from any item of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, or (iv) the Operative Agreements, the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, and any payment made or accrued or obligation incurred pursuant thereto Lease or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing of the Equipment Notesthereby.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all payments of Rent pursuant to the Lease and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction is required, the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, indemnify and save harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis all fees (including, without limitation, documentation, recording, filing, license and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes"), which at any time may be levied, assessed or imposed by the United States federal, any 58 state or local authority or any foreign governmental authority (or political subdivision thereof) upon, with respect to, or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating to: (i) any item of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account), (ii) the construction, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, possession, improvement, use, operation, leasing, subleasing, condition, maintenance, repair, refinancing, registration, sale, return, replacement, storage, insuring, activity conducted on, substitution of, abandonment, alteration, modification, imposition of a Lien on, or other application or disposition of any item of the Equipment or the Pledged Equipment or any portion thereof or interest therein, (iii) the rental payments, receipts or earnings arising from any item of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, or (iv) the Operative Agreements, the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, and any payment made or accrued or obligation incurred pursuant thereto or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing of the Equipment Notes.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the The Lessee agrees that all payments of Rent pursuant to the Lease pay promptly when due, and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction is required, the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, will indemnify and save hold harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis against, all fees (includingtaxes, without limitationfees, documentationwithholdings, and governmental charges attributable to the transactions contemplated herein Participation Agreement 52 including all license, recording, filingdocumentary, license registration, transfer taxes, and registration fees), other fees and all taxes (including, without limitation, those in the nature of net or income, adjusted gross income, gross receipts, franchise, net worth, capital, sales, rental, use, value added, property (tangible and intangible), ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property excise and stamp taxes), assessmentsfees, levies, imposts, recording duties, charges charges, assessments or withholdings of any nature whatsoever, together with any and all assessments, penalties, fines, additions to tax, fines tax or interest thereon (individually, a "Tax" and any liabilities, losses, expenses or costs related thereto (collectively, collectively called "Taxes"), which at however imposed (whether imposed upon any time may be leviedTax Indemnitee, assessed the Lessee, or imposed all or any part of the Sites or any payment made in connection with the transactions contemplated hereunder), by any Federal, state or local government or taxing authority in the United States federalof America, or by any state government or local taxing authority or of a foreign country, of any foreign governmental authority (or political subdivision thereof) uponor taxing authority thereof or by a territory or possession of the United States of America or an international taxing authority, upon or with respect to, based upon or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating tomeasured by: (i1) any item of the Equipment or the Pledged Equipment, any Sublease Sites or any portion of the Collateral (including any Account),part thereof; (ii2) the constructionlocation, replacement, conditioning, refinancing, control, purchase, repossession, improvement, maintenance, redelivery, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, delivery, non-delivery, leasing, subleasing, transportation, insuring, inspection, registration, assembly, abandonment, preparation, installation, possession, improvement, use, operation, leasingreturn, subleasingpresence, condition, maintenancestorage, repair, refinancingtransfer of title, registrationmodification, salerebuilding, returnimport, export, alteration, addition, replacement, storageassignment, insuringoverhaul, activity conducted on, substitution of, abandonment, alteration, modificationtransfer or registration, imposition of a Lien onany lien, sale or other application or disposition of any item of the Equipment or the Pledged Equipment Sites or any portion part thereof or interest therein,; (iii3) the rental paymentsrentals, receipts or earnings arising from any item the Operative Documents or from the purchase, ownership, delivery, leasing, possession, use, operation, return, storage, transfer of title, sale or other disposition of the Equipment Sites or any part thereof; (4) any or all of the Operative Documents or the Pledged Equipment Development Agreements; (5) the income or payable pursuant other proceeds received with respect to the Operative AgreementsSites, held by the Owner Trustee under the Trust Agreement; or (iv6) the Operative Agreements, the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, and any payment made or accrued or obligation incurred pursuant thereto or otherwise with respect to or in connection with by reason of the transactions described in or contemplated thereby or by the issuance acquisition, transfer or refinancing of the Equipment NotesOperative Documents.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all payments of Rent pursuant to the Lease and all other payments made by the ----------------- Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any [Participation Agreement (GARC II 98-A)] payment is made upon which any withholding or deduction withholdings is required, required the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, indemnify and save harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, Indemnitee the Lessee hereby assumes liability with respect to, on an After-Tax Basis all fees (including, without limitation, documentation, recording, filing, license fees and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes"), which at any time may be levied, assessed or ) imposed by the United States federal, any state or local authority or any foreign governmental authority (or political subdivision thereof) upon, with respect to, or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, Equipment or the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoingLessee, upon, arising from or relating to: (i) any item of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account), (ii) the construction, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, possession, improvement, use, operation, leasing, subleasing, condition, maintenance, repair, refinancing, registration, sale, return, replacement, storage, insuring, activity conducted on, substitution of, abandonment, alteration, modification, imposition of a Lien on, abandonment or other application or disposition of any item of the Equipment or the Pledged Equipment or any portion thereof or interest thereinEquipment, (iii) the rental payments, receipts or earnings arising from any item of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, or (iv) the Operative Agreements, the Partnership Documents, the Pass Through Documents, the Equipment Note Notes or any Sublease or any Pledged Equipment Lease, and any payment made or accrued or obligation incurred pursuant thereto Car Service Contract or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing of the Equipment Notesthereby.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the The Lessee agrees that all payments of Rent pursuant to the Lease pay promptly when due, and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction is required, the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, will indemnify and save hold harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis against, all fees (includingtaxes, without limitationfees, documentationwithholdings, and governmental charges attributable to the transactions contemplated herein including all license, recording, filingdocumentary, license registration and registration fees), other fees and all taxes (including, without limitation, those in the nature of net or income, adjusted gross income, gross receipts, franchise, net worth, capital, sales, rental, use, value added, property (tangible and intangible), ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property excise and stamp taxes), assessmentsfees, levies, imposts, recording duties, charges charges, assessments or withholdings of any nature whatsoever, together with any and all assessments, penalties, fines, additions to tax, fines tax or interest thereon (individually, a "TAX" and any liabilities, losses, expenses or costs related thereto (collectively, collectively called "TaxesTAXES"), which at however imposed (whether imposed upon any time may be leviedTax Indemnitee, assessed the Lessee, or imposed all or any part of the Platform or the Property or any payment made in connection with the transactions contemplated hereunder), by any Federal, state or local government or taxing authority in the United States federalof America, or by any state government or local taxing authority or of a foreign country, of any foreign governmental authority (or political subdivision thereof) uponor taxing authority thereof or by a territory or possession of the United States of America or an international taxing authority, upon or with respect to, based upon or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating tomeasured by: (i1) any item of the Equipment Platform or the Pledged Equipment, any Sublease Property or any portion of the Collateral (including any Account),part thereof; (ii2) the constructionlocation, replacement, conditioning, refinancing, control, purchase, repossession, improvement, maintenance, redelivery, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, delivery, non-delivery, leasing (including the Governmental Leases), subleasing, transportation, insuring, inspection, registration, assembly, abandonment, preparation, installation, possession, improvement, use, operation, leasingreturn, subleasingpresence, condition, maintenancestorage, repair, refinancingtransfer of title, registrationmodification, salerebuilding, returnimport, export, alteration, addition, replacement, storageassignment, insuringoverhaul, activity conducted on, substitution of, abandonment, alteration, modificationtransfer or registration, imposition of a Lien onany lien, sale or other application or disposition of any item of the Equipment Platform or the Pledged Equipment Property or any portion part thereof or interest therein,; (iii3) the rental paymentsrentals, receipts or earnings arising from any item the Operative Documents or from the purchase, ownership, delivery, leasing (including the Governmental Leases), possession, use, operation, return, storage, transfer of title, sale or other disposition of the Equipment Sites or any part thereof; (4) any or all of the Pledged Equipment Operative Documents; (5) the income or payable pursuant other proceeds received with respect to the Operative AgreementsProperty, held by the Owner Trustee under the Trust Agreement; or (iv6) the Operative Agreements, the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, and any payment made or accrued or obligation incurred pursuant thereto or otherwise with respect to or in connection with by reason of the transactions described in or contemplated thereby or by the issuance acquisition, transfer or refinancing of the Equipment NotesOperative Documents.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all All payments of Rent pursuant to the Lease and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that the Lessee is required to make any payment is made upon which any withholding or deduction is required, required the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges, provided, however, that no such additional amounts shall be paid by the Lessee and the Lessee assumes no responsibility regarding any withholdings imposed by reason of any transfer of the Equipment or any interest in the Operative Agreements by the Lessor or the Owner Participant other than any Transfer which occurs during the continuance of a Lease Default or Lease Event of Default. The If, for any reason, the Lessee is required to make any payment to a taxing authority with respect to, or as a result of, any withholding tax imposed on any Tax Indemnitee in respect of the transactions contemplated by the Operative Agreements which withholding tax is not the responsibility of the Lessee under this Section 7.1 then such Tax Indemnitee shall pay to the Lessee within 30 days of a demand an amount which equals the amount paid by the Lessee with respect to, or as a result of, such withholding tax, plus interest computed at such Tax Indemnitee's cost of funds rate during the period commencing on the date the Lessee shall defendhave paid an additional amount pursuant to the first sentence of this paragraph and ending on the date the Lessee actually receives such payment. Subject to the exclusions stated in subsection (c) below, the Lessee agrees to indemnify and save hold harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis all fees (includingBasis, without limitation, documentation, recording, filing, license and registration fees), taxes (including, without limitation, those in taking into account the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, additions income tax consequences to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes"), which at any time may be levied, assessed or imposed by the United States federal, any state or local authority or any foreign governmental authority (or political subdivision thereof) upon, with respect to, or against any Tax Indemnitee of the Tax Indemnitees, any item accrual or receipt of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating to:an indemnity (i) the Equipment or any item part of any of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account),interest therein; (ii) the construction, manufactureacquisition, financing, acquisitionownership, leasing, possession, purchase, delivery, ownership, acceptance, rejection, possessioncondition, improvementregistration, return, use, storage, operation, leasingreturn, subleasing, conditiontransfer of title, maintenance, repair, refinancing, registration, sale, returnimprovement, replacement, storagesubstitution, delivery, redelivery, non-delivery, transport, preparation, assembly, insurance, construction, manufacture, insuring, activity conducted onmodification, substitution oftransfer, control, occupancy, servicing, mortgaging, location, refinancing, disposition, subleasing, repossession, abandonment, alteration, modification, imposition of a Lien on, sale or other application or disposition of or with respect to the Equipment or any item part of any of the Equipment or the Pledged Equipment or any portion thereof or interest therein,; (iii) the rental payments, receipts or of earnings arising from any item Unit of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, orLease; (iv) the Operative AgreementsEquipment Notes, their issuance, acquisition, transfer or refinancing or (as between the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, Lessee and any Tax Indemnitee other than the Indenture Estate) the payment made of principal, interest or accrued Make-Whole Amount or obligation incurred pursuant thereto other amounts with respect thereto; and (v) the Operative Agreements or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing of the Equipment Notesthereby.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the The Lessee agrees that all payments of Rent pursuant to the Lease pay promptly when due, and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction is required, the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, will indemnify and save hold harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis against, all fees (includingtaxes, without limitationfees, documentationwithholdings, and governmental charges attributable to the transactions contemplated herein including all license, recording, filingdocumentary, license registration and registration fees), other fees and all taxes (including, without limitation, those in the nature of net or income, adjusted gross income, gross receipts, franchise, net worth, capital, sales, rental, use, value added, property (tangible and intangible), ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property excise and stamp taxes), assessmentsfees, levies, imposts, recording duties, charges charges, assessments or withholdings of any nature whatsoever, together with any and all assessments, penalties, additions fines, addition to tax, fines tax or interest thereon (individually, a "Tax" and any liabilities, losses, expenses or costs related thereto (collectively, collectively called "Taxes"), which at however imposed (whether imposed upon any time may be leviedTax Indemnitee, assessed the Lessee, or imposed all or any part of the Units or any payment made in connection with the transactions contemplated hereunder), by any federal, state or local government or taxing authority in the United States federalof America, or by any state government or local taxing authority or of a foreign country, of any foreign governmental authority (or political subdivision thereof) uponor taxing authority thereof or by a territory or possession of the United States of America or an international taxing authority, upon or with respect to, based upon or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating tomeasured by: (i) any item of the Equipment or the Pledged Equipment, any Sublease Units or any portion of the Collateral (including any Account),part thereof; (ii) the constructionlocation, replacement, conditioning, refinancing, control, purchase, repossession, improvement, maintenance, redelivery, manufacture, financing, acquisition, purchase, deliveryfinancing, mortgaging, ownership, acceptance, rejection, delivery, non- delivery, leasing, subleasing, transportation, insuring, inspection, registration, assembly, abandonment, preparation, installation, possession, improvement, use, operation, leasingreturn, subleasingpresence, condition, maintenancestorage, repair, refinancingtransfer of title, registrationmodification, salerebuilding, returnimport, export, alteration, addition, replacement, storageassignment, insuringoverhaul, activity conducted on, substitution of, abandonment, alteration, modificationtransfer or registration, imposition of a Lien onany Lien, sale or other application or disposition of any item of the Equipment or the Pledged Equipment Units or any portion part thereof or interest therein,; (iii) the rental paymentsrentals, receipts or earnings arising from any item the Operative Agreements or from the purchase, financing, ownership, delivery, leasing, possession, use, operation, return, storage, transfer of title, sale or other disposition of the Equipment Units or the Pledged Equipment or payable pursuant to the Operative Agreements, orany part thereof; (iv) any or all of the Operative Agreements; (v) the Units, or the Partnership Documentsincome or other proceeds received with respect to the Units, held by the Pass Through DocumentsOwner Trustee under the Trust Agreement or after a Lease Event of Default, by the Equipment Note Construction Loan Agent under the Construction Loan Agreement or any Sublease or any Pledged Equipment Leaseby the Indenture Trustee under the Indenture, and any payment made or accrued or obligation incurred pursuant thereto or as the case may be; (vi) otherwise with respect to or in connection with by reason of the transactions described in or contemplated thereby by the Operative Agreements; (vii) the payment of the principal or interest or other amounts payable with respect to the Construction Advances or the issuance Notes; (viii) the Notes, the Construction Advances or the issuance, acquisition, transfer transfer, or refinancing thereof or the Beneficial Interest or the creation thereof under the Trust Agreement; or (ix) any assumptions by the Lessee of the Equipment Notes.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all All payments of Rent pursuant to the Lease and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that the Lessee is required to make any payment is made upon which any withholding or deduction is required, required the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The , provided, however, that no such additional amounts shall be paid by the Lessee and the Lessee assumes no responsibility regarding any withholdings (i) imposed by reason of any transfer of the Equipment or any interest in the Operative Agreements by the Lessor or the Owner Participant, (ii) imposed solely by reason of a nexus between the affected Tax Indemnitee and the jurisdiction imposing such withholding which nexus is unrelated to the transactions contemplated by the Operative Agreements, or (iii) imposed by the United States by reason of the status of the Tax Indemnitee as a foreign corporation or nonresident individual, provided, further, however, that, notwithstanding the exclusions contained in the preceding clauses (i) - (iii), Lessee agrees to pay an additional amount of Rent such that the net amount actually received by the Indenture Trustee, after all such withholding, is sufficient to pay the related amounts due on the Equipment Notes and the Lessee shall defendbe entitled to recover such amounts under the next succeeding sentence. If, for any reason, the Lessee is required to make any payment to a taxing authority with respect to, or as a result of, any withholding tax imposed on any Tax Indemnitee in respect of the transactions contemplated by the Operative Agreements which withholding tax is not the responsibility of the Lessee under this Section 7.1 then such Tax Indemnitee shall pay to the Lessee within 30 days of a demand an amount which equals the amount paid by the Lessee with respect to, or as a result of, such withholding tax, plus interest computed at such Tax Indemnitee's cost of funds rate during the period commencing on the date the Lessee shall have paid an additional amount pursuant to the first sentence of this paragraph and ending on the date the Lessee actually receives such payment. Subject to the exclusions stated in subsection (c) below, the Lessee agrees to indemnify and save hold harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis Basis, taking into account the income tax consequences to the Tax Indemnitee of the accrual or receipt of an indemnity payment, against all fees (including, without limitation, documentationlicense, recording, filing, license documentation or other fees and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rentrental, turnover, transferbusiness, occupation, excise, doing businessvalue-added, real, personal tangible and intangible personal property and stamp taxes), levies, assessments, levies, imposts, duties, charges or withholdings of any nature whatsoevernature, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes")) imposed upon any Tax Indemnitee, which at the Lessee or any time may be leviedPerson in possession of the Equipment or all or any part of the Equipment by any federal, assessed state or imposed by local government, political subdivision, or taxing authority in the United States federalor its possessions, by any state government or local taxing authority of or in a foreign country or by any foreign governmental authority (or political subdivision thereof) international authority, upon, with respect to, to or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating toin connection with: (i) the Equipment or any item part of any of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account),interest therein; (ii) the construction, manufactureacquisition, financing, acquisitionownership, leasing, possession, purchase, delivery, ownership, acceptance, rejection, possessioncondition, improvementregistration, return, use, storage, operation, leasingreturn, subleasing, conditiontransfer of title, maintenance, repair, refinancing, registration, sale, returnimprovement, replacement, storagesubstitution, delivery, redelivery, non-delivery, transport, preparation, assembly, insurance, construction, manufacture, insuring, activity conducted onmodification, substitution oftransfer, control, occupancy, servicing, mortgaging, location, refinancing, disposition, subleasing, repossession, abandonment, alteration, modification, imposition of a Lien on, sale or other application or disposition of or with respect to the Equipment or any item part of any of the Equipment or the Pledged Equipment or any portion thereof or interest therein,; (iii) the rental payments, receipts or on earnings arising from any item Unit of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, orLease; (iv) the Operative AgreementsEquipment Notes, their issuance, acquisition, transfer or refinancing or (as between the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, Lessee and any Tax Indemnitee other than the Indenture Estate) the payment made of principal, interest or accrued premium or obligation incurred pursuant thereto other amounts with respect thereto; and (v) the Operative Agreements or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing of the Equipment Notesthereby.

Taxes Indemnified. Except as provided in Section 7.1(c12.2(b) belowand Section 12.2(i), the Lessee agrees that Company shall, on an After-Tax Basis, indemnify (but, in all payments events, without duplication of Rent pursuant to indemnities) each of the Lease other Funding Parties, Wilmington Trust Company (in its individual capacity), the Certificateholders and each such Person’s respective successors, assigns, agents, servants, shareholders, members, partners, directors, officers, employees and the Affiliates of each and all of the foregoing (each a “Tax Indemnitee”) for, hold each such Tax Indemnitee harmless from, and defend each such Tax Indemnitee against, the net amount (after giving effect to any countervailing credits, deductions and other payments made by reductions) of all Taxes imposed upon any such Tax Indemnitee, the Lessee to Facility or for the benefit Site, or any portion or component thereof or any interest therein, or upon any Transaction Document or interest therein, arising out of, in connection with or relating to, any of the following: (i) the construction, financing, refinancing, mortgaging, acquisition, operation, warranty, use, ownership, possession, maintenance, repair, lease, condition, alteration, modification, restoration, refurbishing, return, rebuild, transport, assembly, repossession, dismantling, abandonment, retirement, decommissioning, storage, delivery, non-delivery, replacement, conveying of title, servicing, purchase, sale or other disposition, insuring, sublease, or other use or non-use of the Facility, the Ground Interest or the Site, or any portion or component thereof or any interest therein; (ii) the conduct of the business or affairs of the Company or any other operator at or in connection with the Facility or the Site; (iii) the manufacture, design, purchase, acceptance, rejection, delivery or condition of, or improvement to, the Facility, the Ground Interest or the Site, or any portion or component thereof or any interest therein; (iv) the Facility Lease, the Site Lease, the Site Sublease or any other Transaction Document in respect of the Facility, the execution or delivery thereof, or the performance or enforcement of any Tax Indemnitee of the terms thereof or any amendment thereto; (v) the payment of Basic Lease Rent, Renewal Lease Rent, Supplemental Lease Rent or any other payment under the Facility Lease; (vi) otherwise in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction is required, the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, indemnify and save harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis all fees (including, without limitation, documentation, recording, filing, license and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes"), which at any time may be levied, assessed or imposed by the United States federal, any state or local authority or any foreign governmental authority (or political subdivision thereof) upon, with respect to, or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating to:Transaction Documents; (ivii) any item of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account), (ii) the construction, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, possession, improvement, use, operation, leasing, subleasing, condition, maintenance, repair, refinancing, registration, sale, return, replacement, storage, insuring, activity conducted on, substitution of, abandonment, alteration, modification, imposition of a Lien on, or other application or disposition of any item of the Equipment or the Pledged Equipment or any portion thereof or interest therein, (iii) the rental payments, receipts or earnings arising from any item of the Equipment or the Pledged Equipment amount paid or payable pursuant to the Operative Agreements, Documents; (viii) the existence or operation of a term or condition of outstanding Indebtedness; or (ivix) the Operative Agreements, the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, applications of Part 4 and 5 of Subtitle B of Title I of ERISA and any payment made excise taxes, charges or accrued or obligation incurred pursuant thereto or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing penalties under Section 4975 of the Equipment NotesCode.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all payments of Rent pursuant to the Lease and all other payments made by the ----------------- Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction withholdings is required, required the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, indemnify and save harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, Indemnitee the Lessee hereby assumes liability with respect to, on an After-Tax Basis all fees (including, without limitation, documentation, recording, filing, license fees and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes"), which at any time may be levied, assessed or ) imposed by the United States federal, any state or local authority or any foreign governmental authority (or political subdivision thereof) upon, with respect to, or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, Equipment or the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoingLessee, upon, arising from or relating to: (i) any item of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account), (ii) the construction, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, possession, improvement, use, operation, leasing, subleasing, condition, maintenance, repair, refinancing, registration, sale, return, replacement, storage, insuring, activity conducted on, substitution of, abandonment, alteration, modification, imposition of a Lien on, abandonment or other application or disposition of any item of the Equipment or the Pledged Equipment or any portion thereof or interest thereinEquipment, (iii) the rental payments, receipts or earnings arising from any item of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, or (iv) the Operative Agreements, the Partnership Documents, the Pass Through Documents, Agreements or the Equipment Note or any Sublease or any Pledged Equipment Lease, and any payment made or accrued or obligation incurred pursuant thereto Notes or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing of the Equipment Notesthereby.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all All payments of Rent pursuant to the Lease and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that the Lessee is required to make any payment is made upon which any withholding or deduction is required, required the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The If, for any reason, the Lessee is required to make any payment to a taxing authority with respect to, or as a result of, any withholding tax imposed on any Tax Indemnitee in respect of the transactions contemplated by the Operative Agreements which withholding tax is not the responsibility of the Lessee under this Section 7.1, then such Tax Indemnitee shall pay to the Lessee within 30 days of a demand an amount which equals the amount paid by the Lessee with respect to, or as a result of, such withholding tax, plus interest computed at such Tax Indemnitee's cost of funds rate during the period commencing on the date the Lessee shall defendhave paid an additional amount pursuant to the first sentence of this paragraph and ending on the date prior to the date the Lessee actually receives such payment. Subject to the exclusions stated in subsection (c) below, whether or not any Unit is accepted under the Lease the Lessee agrees to indemnify and save hold harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis Basis, taking into account the income tax consequences to the Tax Indemnitee of the accrual or receipt of an indemnity payment, against all fees (including, without limitation, documentationlicense, recording, filing, license documentation or other fees and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rentrental, turnover, transferbusiness, occupation, excise, doing businessvalue-added, real, personal tangible and intangible personal property and stamp taxes), levies, assessments, levies, imposts, duties, charges or withholdings of any nature whatsoevernature, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes")) imposed upon any Tax Indemnitee, which at the Lessee or any time may be leviedPerson in possession of the Equipment or all or any part of the Equipment by any federal, assessed state or imposed by local government, political subdivision, or taxing authority in the United States federalor its possessions, by any state government or local taxing authority of or in a foreign country or by any foreign governmental authority (or political subdivision thereof) international authority, upon, with respect to, to or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating toin connection with: (i) the Equipment or any item part of any of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account),interest therein; (ii) the construction, manufactureacquisition, financing, acquisitionownership, leasing, possession, purchase, delivery, ownership, acceptance, rejection, possessioncondition, improvementregistration, return, use, storage, operation, leasing, subleasing, conditiontransfer of title, maintenance, repair, refinancing, registration, sale, returnimprovement, replacement, storagesubstitution, delivery, redelivery, non-delivery, transport, preparation, assembly, insurance, construction, manufacture, insuring, activity conducted onmodification, substitution oftransfer, control, occupancy, servicing, mortgaging, location, refinancing, disposition, subleasing, repossession, abandonment, alteration, modification, imposition of a Lien on, sale or other application or disposition of or with respect to the Equipment or any item part of any of the Equipment or the Pledged Equipment or any portion thereof or interest therein,; (iii) the rental payments, receipts or of earnings arising from any item Unit of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, orLease; (iv) the Operative AgreementsEquipment Notes, their issuance, acquisition, transfer or refinancing or (as between the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, Lessee and any Tax Indemnitee other than the Indenture Estate) the payment made of principal, interest or accrued Make-Whole Amount or obligation incurred pursuant thereto other amounts with respect thereto; (v) the Operative Agreements or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance thereby; and (vi) any acquisition, issuance, transfer or refinancing holding of Equipment Notes or Pass Through Certificates being deemed to result in a "prohibited transaction" under ERISA or the Equipment NotesCode.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all All payments of Rent pursuant to the Lease and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that the Lessee is required to make any payment is made upon which any withholding or deduction is required, required the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The , provided, however, that no such -------- ------- additional amounts shall be paid by the Lessee and the Lessee assumes no responsibility regarding any withholdings (i) imposed by reason of any transfer of the Equipment or any interest in the Operative Agreements by the Lessor or the Owner Participant, (ii) imposed solely by reason of a nexus between the affected Tax Indemnitee and the jurisdiction imposing such withholding which nexus is unrelated to the transactions contemplated by the Operative Agreements, or (iii) imposed by the United States by reason of the status of the Tax Indemnitee as a foreign corporation or nonresident individual, provided, -------- further, however, that, notwithstanding the exclusions contained in the ------- ------- preceding clauses (i) - (iii), Lessee agrees to pay an additional amount of Rent such that the net amount actually received by the Indenture Trustee, after all such withholding, is sufficient to pay the related amounts due on the Equipment Notes and the Lessee shall defendbe entitled to recover such amounts under the next succeeding sentence. If, for any reason, the Lessee is required to make any payment to a taxing authority with respect to, or as a result of, any withholding tax imposed on any Tax Indemnitee in respect of the transactions contemplated by the Operative Agreements which withholding tax is not the responsibility of the Lessee under this Section 7.1 then such Tax Indemnitee shall pay to the Lessee within 30 days of a demand an amount which equals the amount paid by the Lessee with respect to, or as a result of, such withholding tax, plus interest computed at such Tax Indemnitee's cost of funds rate during the period commencing on the date the Lessee shall have paid an additional amount pursuant to the first sentence of this paragraph and ending on the date the Lessee actually receives such payment. Subject to the exclusions stated in subsection (c) below, the Lessee agrees to indemnify and save hold harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis Basis, taking into account the income tax consequences to the Tax Indemnitee of the accrual or receipt of an indemnity payment, against all fees (including, without limitation, documentationlicense, recording, filing, license documentation or other fees and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rentrental, turnover, transferbusiness, occupation, excise, doing businessvalue-added, real, personal tangible and intangible personal property and stamp taxes), levies, assessments, levies, imposts, duties, charges or withholdings of any nature whatsoevernature, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes")) imposed upon any Tax Indemnitee, which at the Lessee or any time may be leviedPerson in possession of the Equipment or all or any part of the Equipment by any federal, assessed state or imposed by local government, political subdivision, or taxing authority in the United States federalor its possessions, by any state government or local taxing authority of or in a foreign country or by any foreign governmental authority (or political subdivision thereof) international authority, upon, with respect to, to or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating toin connection with: (i) the Equipment or any item part of any of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account),interest therein; (ii) the construction, manufactureacquisition, financing, acquisitionownership, leasing, possession, purchase, delivery, ownership, acceptance, rejection, possessioncondition, improvementregistration, return, use, storage, operation, leasingreturn, subleasing, conditiontransfer of title, maintenance, repair, refinancing, registration, sale, returnimprovement, replacement, storagesubstitution, delivery, redelivery, non-delivery, transport, preparation, assembly, insurance, construction, manufacture, insuring, activity conducted onmodification, substitution oftransfer, control, occupancy, servicing, mortgaging, location, refinancing, disposition, subleasing, repossession, abandonment, alteration, modification, imposition of a Lien on, sale or other application or disposition of or with respect to the Equipment or any item part of any of the Equipment or the Pledged Equipment or any portion thereof or interest therein,; (iii) the rental payments, receipts or on earnings arising from any item Unit of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, orLease; (iv) the Operative AgreementsEquipment Notes, their issuance, acquisition, transfer or refinancing or (as between the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, Lessee and any Tax Indemnitee other than the Indenture Estate) the payment made of principal, interest or accrued premium or obligation incurred pursuant thereto other amounts with respect thereto; and (v) the Operative Agreements or otherwise with respect to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing of the Equipment Notesthereby.

Taxes Indemnified. Except as provided in Section 7.1(c) below, the Lessee agrees that all payments of Rent pursuant to the Lease and all other payments made by the Lessee to or for the benefit of any Tax Indemnitee in connection with the transactions contemplated by the Operative Agreements shall be free of all withholdings or deductions of any nature whatsoever (and at the time that any payment is made upon which any withholding or deduction is required, the Lessee shall pay an additional amount such that the net amount actually received will, after such withholding or deduction and on an After-Tax Basis, equal the full amount of the payment then due) and shall be free of expense to each Tax Indemnitee for collection or other charges. The Lessee shall defend, indemnify and save harmless each Tax Indemnitee from and against, and as between the Lessee and each Tax Indemnitee, the Lessee hereby assumes liability with respect to, on an After-Tax Basis all fees (including, without limitation, documentation, recording, filing, license and registration fees), taxes (including, without limitation, those in the nature of net or gross income, gross receipts, franchise, sales, use, value added, ad valorem, rent, turnover, transfer, excise, doing business, real, personal and intangible property and stamp taxes), assessments, levies, imposts, duties, charges or withholdings of any nature whatsoever, together with any and all penalties, additions to tax, fines or interest thereon and any liabilities, losses, expenses or costs related thereto (collectively, "Taxes"), which at any time may be levied, assessed or imposed by the United States federal, any state or local authority or any foreign governmental authority (or political subdivision thereof) upon, with respect to, or against any of the Tax Indemnitees, any item of Equipment, Pledged Equipment, any Sublease, the Lease, any portion of the Collateral, any Operative Agreement, or any interest in, portion of, or user of, any of the foregoing, upon, arising from or relating to: (i) any item of the Equipment or the Pledged Equipment, any Sublease or any portion of the Collateral (including any Account), (ii) the construction, manufacture, financing, acquisition, purchase, delivery, ownership, acceptance, rejection, possession, improvement, use, operation, leasing, subleasing, condition, maintenance, repair, refinancing, registration, sale, return, replacement, storage, insuring, activity conducted on, substitution of, abandonment, alteration, modification, imposition of a Lien on, or other application or disposition of any item of the Equipment or the Pledged Equipment or any portion thereof or interest therein, (iii) the rental payments, receipts or earnings arising from any item of the Equipment or the Pledged Equipment or payable pursuant to the Operative Agreements, or (iv) the Operative Agreements, the Partnership Documents, the Pass Through Documents, the Equipment Note or any Sublease or any Pledged Equipment Lease, and any payment made or accrued or obligation incurred pursuant thereto or otherwise with respect 58 to or in connection with the transactions contemplated thereby or the issuance acquisition, transfer or refinancing of the Equipment Notes.