Common use of Fees and Taxes Clause in Contracts

Fees and Taxes. Lessee agrees to pay promptly when due, and to -------------- indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. Lessee agrees to pay promptly when due, and to -------------- indemnify and hold Lessor harmless from, all license, title, title and registration and recording fees whatsoever, all taxes includinglevies, without limitationimposts, duties, charges or withholdings whatsoever, and all sales, use, franchise, personal property, excise, import, export stamp and stamp other taxes and customs duties, and all charges whatsoever (together with any penalties, fines or interest thereon which are thereon) whether assessed, levied or imposed by any governmental or taxing authority against or upon Lessor or otherwise, with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, leaseleasing, possession, use, maintenance, condition, operation, control, return or other disposition thereof thereof, or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessedtherefrom, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any federal, state or local taxes solely measured by levied on Lessor's net income from (meaning "Taxable Income" as presently determined under the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of LessorFederal Internal Revenue Code). In the event any such fees, levies, imposts, duties, charges or taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is be required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless Lessor will file all personal property tax returns covering the Equipment, and unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and Lessor will pay any the personal property taxes levied or assessed on the Equipment thereon directly to the levying authority. Upon Lessee will, promptly upon being invoiced by Lessor's written request, Lessee shall submit to reimburse Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. In the event Lessor should request Lessee in writing to pay such personal property taxes directly, Lessee agrees that it will do so promptly, upon receipt of such notice. All of the obligations of Lessee under this Section with respect to any fees, levies, imposts, duties, charges, withholdings and taxes (together with any penalties, fines or interest thereon) assessed, levied, imposed or accrued prior to the expiration or other termination of this Lease or the lease term of all Equipment leased hereunder shall continue in full force and effect notwithstanding any expiration, termination, rescission such expiration or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from other termination and are expressly made for the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipmentbenefit of, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be dueenforceable by, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to -------------- indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net income or capital gains), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser disposition of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that no default or Default has occurred and is continuing, if (at any time during or after the term of this Section Lease) Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall applypromptly pay to Lessee the net amount of such refund to the extent actually received. Lessee will cause all billxxxx xx such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessor, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeitureLessor with the next periodic payment of rent. For purposes of this Section(c) As used herein, the term "Lessor" shall mean and include each member Lessor and the consolidated Federal taxpayer group of Lessor's affiliated group, if anywhich Lessor is a member.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to -------------- indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net income or capital gains), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); in each case arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser disposition of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to contest or protest, in good faith and by appropriate proceedings, the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that no default or Default has occurred and is continuing, if (at any time during or after the term of this Section Lease) Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall applypromptly pay to Lessee the net amount of such refund to the extent actually received. Lessee will cause all xxxxxxxx of such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessor, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeitureLessor with the next periodic payment of rent. For purposes of this Section(c) As used herein, the term "Lessor" shall mean and include each member Lessor and the consolidated Federal taxpayer group of Lessor's affiliated group, if anywhich Lessor is a member.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to -------------- indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net Income), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or leasing or sale of the Equipment, or are due during upon the rent, whether the same be assessed to Lessor or with respect Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the Lease Term extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any subsequent period until Imposition, or the Equipment amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. If Lessor obtains a refund of any Imposition which has been returned paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall promptly pay to Lessor pursuant Lessee the amount of such refund to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excludingextent actually received; provided, however, any taxes solely measured by Lessor's net income from the general operation that if a default or Default has then occurred and is continuing, in lieu of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant paying such amount to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for apply the full amount of such personal property taxes so paid by Lessor. All of refund to the extent actually received to the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Leasehereunder. Lessee acknowledges that will cause all billxxxx xx such charges to Lessor may not to be exempt from made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the payment ownership of the Equipment in Lessor, and shall send a copy of any of the amounts referred such report or return to herein, even though Lessor. If Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do 30, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeitureLessor with the next periodic payment of rent. For purposes of this Section(c) As used herein, the term "Lessor" shall mean and include each member Lessor and the consolidated Federal taxpayer group of Lessor's affiliated group, if anywhich Lessor is a member.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to -------------- indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net income), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser disposition of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that this Section no default or Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall applypromptly pay to Lessee the net amount of such refund to the extent actually received. Lessee will cause all xxxxxxxx of such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessor, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeitureLessor with the next periodic payment of rent. For purposes of this Section(c) As used herein, the term "Lessor" shall mean and include each member Lessor and the consolidated Federal taxpayer group of Lessor's affiliated group, if anywhich Lessor is a member.

Fees and Taxes. Lessee Customer shall pay WORLDCOM a basic monthly occupancy fee set forth in each WORLDCOM Collocate Schedule (the "Basic Fee" or "Monthly Recurring Fee") for this limited license to locate its Equipment in the Space described therein. The Basic Fee shall be due and payable, in advance, without notice or demand; and without abatement, deduction, counterclaim or setoff commencing on the first day of the Term relevant to the license for the use of each Space and on the first day of each calendar month thereafter during the Term and any succeeding term, if applicable, (charges for partial months shall be prorated). The Basic Fee shall be increased on a pro rata basis by any increases in the rental incurred by WORLDCOM required under any pertinent lease relevant to the Premises in which the Space is located (the "LEASE"). Customer shall be liable to pay any increased occupancy Fee as of the date when WORLDCOM becomes liable for such payments. WORLDCOM shall notify Customer of such increase as soon as practicable. Neither Customer's abandonment nor vacating of the Space in violation of this Agreement shall relieve or reduce Customer's liability to WORLDCOM for fees and charges. Customer acknowledges that charges set forth in the WORLDCOM Collocate Schedules to this Agreement do not include taxes and certain space related expenses which may fluctuate due to third party landlord, regulatory agency or taxing authority actions. Customer agrees to pay promptly when duereimburse WORLDCOM for any such applicable taxes, assessments, regulatory fees, expenses, utility increases or similar charges as prorated and based on Customer's use of the Space (exclusive of WORLDCOM'S income taxes); such taxes, fees and charges being generally included in the Basic Fee. Customer further agrees to -------------- indemnify reimburse WORLDCOM for all reasonable repair or restoration costs associated with damage or destruction caused by Customer's personnel, suppliers/contractors or visitors during the Term; or as a consequence of Customer's unauthorized activities or improper removal of Equipment or property from the Space. Customer agrees to indemnify, defend and hold Lessor WORLDCOM harmless fromfrom any liabilities, all licensecosts, title, registration and recording fees whatsoever, all taxes including, expenses (including without limitation, salesreasonable expenses of investigation and attorney's fees and court costs), useassessments, franchisesettlements or judgments arising out of or incidental to the imposition, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines assessment or interest thereon which are assessed, levied or imposed assertion by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any tax or all amounts for increase in tax liability which Lessee is required or is claimed to make payment or to indemnify Lessor hereunder that are paid by Lessee, and be an obligation of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyCustomer.

Fees and Taxes. Lessee agrees to pay promptly when due, and to -------------- indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessorbusiness. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. However, Lessor may, if it elects, estimate such personal property taxes and xxxx Lessee therefor periodically in advance. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. Lessee agrees to pay promptly when due, and to -------------- indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possessionpos session, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period period, until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessorbusiness. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written reasonable request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment under this Section or to indemnify Lessor hereunder that are such payments have been paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not materially and adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. Lessee agrees to pay promptly when due, and to -------------- indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessorincluding applicable state franchise taxes payable by Lessor that are solely so measured. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. However, Lessor may, if it elects, estimate such personal property taxes and bill Xxxsee therefor periodically in advance. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten business days prior notice of its intention to contest and full particulars of the proposed contest, in the reasonable opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to -------------- indemnify and hold Lessor harmless fromfrom taxes (other than taxes calculated solely on the basis of net income and the Michigan Single Business Tax), all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser disposition of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that this Section no default or Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall applypromptly pay to Lessee the net amount of such refund to the extent actually received. Lessee will cause all xxxxxxxx of such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessee, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeitureLessor with the next periodic payment of rent. For purposes of this Section(c) As used herein, the term "Lessor" shall mean and include each member Lessor and the consolidated Federal taxpayer group of Lessor's affiliated group, if anywhich Lessor is a member.

Fees and Taxes. Lessee agrees to pay promptly when due, and to -------------- indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessorbusiness. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereonthereon not resulting from an error or negligent omission by Lessor) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. Lessee agrees to pay promptly when due, and to -------------- indemnify and hold Lessor harmless from, all license, title, registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely to the extent measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessorbusiness. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days days' prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if any.

Fees and Taxes. Lessee agrees to pay promptly when due, and to -------------- indemnify and hold Lessor harmless from, all license, title, title and registration fees whatsoever and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and property or stamp taxes and customs duties, and all charges tax (together with any penalties, fines or interest thereon which are thereof) assessed, levied or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchaseupon Lessor, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof {illegible} or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to during the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions term of this Lease, excluding, however, any federal, state or local taxes solely levied on or measured by Lessor's net income from the general operation of Lessor's business income, and any penalties, fines and interest resulting from the actual negligence caused by acts, omissions or willful misconduct delay of Lessor. In the event any such fees, levies, imposts, duties, charges or taxes or charges payable by which are the responsibility of Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is be required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon Lessor's written demand demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall will file and pay any all personal property taxes levied or assessed on tax returns covering the Equipment directly to the levying authority. Upon and upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessorrequest will provide proof thereof. All of the obligations of Lessee under this Section with respect to any fees, levies, imposts, duties, charges, withholdings and taxes (together with any penalties, fines or interest thereon) assessed, levied, imposed or accrued prior to the expiration or other termination of this Lease or the lease term of all Equipment leased hereunder shall continue in full force and effect notwithstanding any expirationsuch expiration or other termination and are expressly made for the benefit of, terminationand shall be enforceable by, rescission or cancellation of this LeaseLessor. Lessee acknowledges It is understood that Lessor may not be exempt from the payment of any of the amounts referred shall obtain a sales tax exemption, where available, with respect to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none purchase of the Equipment will from the Manufacturer. In the event Lessee moves the Equipment from the State of New York, any tax payable with respect to the use of the Equipment by Lessee shall be subject paid monthly by Lessee, on a pro rata basis, with each rental payment due hereunder, to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyextent permissible by law.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to -------------- indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net income), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser sale of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. Provided that no Default or Event of Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall promptly pay to Lessee the amount of such refund to the extent actually received. If a Default or Event of Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall promptly apply the net amount of such refund to Lessee's obligations under this Lease and, to the extent of any excess, will promptly pay to Lessee the amount of any excess in accordance with the terms and conditions of this Lease and, specifically, Section shall apply16 hereof. Lessee will cause all xxxxxxxx of such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessor, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyrent.

Fees and Taxes. Lessee LifeLock agrees to pay promptly when dueCSID the amounts based on the pricing schedule for the Services set forth on Exhibit B attached hereto, or such other amounts as agreed to by the Parties and described in a Statement of Work (the “Fees”). Except to -------------- indemnify the extent amended expressly in writing by the Parties or for an amendment pursuant to Section 3(b) (Preferred Pricing) below, the Fees set forth in Exhibit B shall apply throughout the Term, notwithstanding any Transaction or Assignment (each defined in Section 13(c) (Assignment) below) of this Agreement to any third party. LifeLock agrees that the Fees are not commissions, royalties, or rent. CSID will invoice LifeLock for the Fees set forth in Exhibit B on a monthly basis. All invoices shall be due and hold Lessor harmless frompayable in full within thirty (30) days from the receipt of the applicable invoice. All payments made under this Agreement shall be made in cleared funds, all licensefree and clear of and without deduction for or on account of any taxes, titlelevies, registration imports, duties, charges, fees, penalties, interest and recording fees whatsoeverwithholdings of any nature now or hereafter imposed by any governmental, all taxes includingfiscal or other authority, without limitationexcept as required by Applicable Law. To the extent new products or services are added (e.g., credit reports, scores and/or monitoring) pursuant to a Statement of Work or this Agreement, CSID will xxxx and/or invoice LifeLock for such Services and the same shall be deemed “Fees” as contemplated hereby. The Monthly Minimum Fees will be prorated for the month the effective termination date occurs. The Fees do not include any sales, use, franchise, personal property, excise, import, export and stamp Arizona Transaction Privilege (sales taxes) or any similar taxes and customs duties, and all charges together with any penalties, fines or interest thereon which are assessed, levied or imposed fees that may be assessed by any governmental federal, state or taxing local authority against Lessor (“Sales Taxes”). LifeLock agrees, for purposes of Sales Taxes with respect to LifeLock services provided to Customers (including the Services), that LifeLock is not the ultimate consumer and that CSID is providing the Services to LifeLock for purposes of resale in the normal course of business. LifeLock agrees that, for purposes of Sales Taxes related to the sale of its services (including the Services), the seller to the Customer is solely responsible for reporting, collecting and remitting all Sales Taxes to the appropriate authorities. LifeLock will provide CSID with a Resale certificate form, or exemption certificate if applicable, from any taxing jurisdiction requested by the CSID, including but not limited to, a Multijurisdictional resale certificate, an Arizona Resale Certificate, a Texas Sales Tax Resale Certificate, or an exemption certificate asserting a multi-state benefit. LifeLock agrees that LifeLock, its Affiliates, marketing and strategic partners shall be solely responsible, as applicable, for collecting, reporting and remitting all Sales Taxes due in connection with the sales of the Equipment Services to Customers or third parties. LifeLock shall indemnify, defend, and hold harmless CSID for any and all such Sales Taxes and any damages incurred by CSID in connection with LifeLock’s failure to properly collect, report, and remit Sales Taxes to the purchaseappropriate government authorities on a timely basis. Both Parties agree, acquisitionfor tax purposes and any taxing jurisdiction, ownershipthat the “ship to” address, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return electronic delivery or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable primary access address for all Services with respect to the Equipment or this Lease or which are assessed, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return LifeLock and its receipt for the full amount Affiliates is LifeLock’s principal place of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser of the Equipment, and Lessee agrees that this Section shall apply, and the amounts due from it hereunder shall be due, whether or not Lessee might itself have otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anybusiness as set forth above.

Fees and Taxes. (a) To the extent permitted by law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to -------------- indemnify and hold Lessor harmless from: (i) all titling, all licenserecordation, titledocumentary stamp and other fees; and (ii) taxes (other than taxes calculated solely on the basis of net income), registration and recording fees whatsoever, all taxes including, without limitation, sales, use, franchise, personal property, excise, import, export and stamp taxes and customs duties, assessments and all other charges or withholdings of any nature (together with any penalties, fines or interest thereon which are assessed, levied thereon); arising at any time upon or imposed by any governmental or taxing authority against Lessor with respect to any or all of the Equipment or the purchase, acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return or other disposition thereof or the rents, receipts or earnings arising therefrom which accrue or are payable with respect relating to the Equipment or this Lease or which are assessedthe delivery, are based on a valuation dateacquisition, ownership, use, operation or are due during leasing or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing of any and all reports, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser sale of the Equipment, or upon the rent, whether the same be assessed to Lessor or Lessee (any of the foregoing, an "Imposition"). (b) If any report, return or property listing, or any Imposition is, by law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee at its own expense will do all things required to be done by Lessor (to the extent permitted by law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, including the contest or protest, in good faith and by appropriate proceedings, of the validity of any Imposition, or the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees that promptly to indemnify Lessor for all reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim (as hereinafter defined) therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor. If Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall promptly pay to Lessee the amount of such refund to the extent actually received. If a Default or Event of Default has occurred and is continuing, if Lessor obtains a refund of any Imposition which has been paid (by Lessee, or by Lessor and for which Lessor has been reimbursed by Lessee), Lessor shall promptly apply the net amount of such refund to Lessee's obligations under this Lease and, to the extent of any excess, will promptly pay to Lessee the amount of any excess in accordance with the terms and conditions of this Lease and, specifically, Section shall apply16 hereof. Lessee will cause all billxxxx xx such charges to Lessor to be made to Lessor in care of Lessee and will, in preparing any report or return required by law, show the ownership of the Equipment in Lessee, and the amounts due from it hereunder shall be send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, whether or not Lessee might itself have otherwise been exempt from except any such payments. Subject to the foregoing, Lessee shall have the right to contest Imposition being contested in good faith any such taxes levied or imposed and by any governmental or taxing authority, provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or appropriate proceedings as above provided for a bond reasonable period of time, Lessor at its option may do so, in which event the amount so paid (including any penalty or other security so that none interest incurred as a result of Lessee's failure), plus interest thereon at the Equipment will Late Charge Rate, shall be subject paid by Lessee to seizure, confiscation or forfeiture. For purposes Lessor with the next periodic payment of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyrent.

Fees and Taxes. (a) To the extent permitted by Law, Lessee agrees to shall file any necessary report and return for, shall pay promptly when due, shall otherwise be liable to reimburse Lessor (on an after-tax basis) for, and agrees to -------------- indemnify and hold Lessor harmless fromfrom all Impositions. (b) If any report, return or property listing, or any Imposition is, by Law, required to be filed by, assessed or billed to, or paid by, Lessor, Lessee will do all licensethings required to be done by Lessor (to the extent permitted by Law) in connection therewith and is hereby authorized by Lessor to act on behalf of Lessor in all respects, title, registration and recording fees whatsoever, all taxes including, without limitationthe contest or protest, salesin good faith and by appropriate proceedings, useof the validity of any Imposition, franchise, personal property, excise, import, export and stamp taxes and customs dutiesor the amount thereof. Lessor agrees fully to cooperate with Lessee in any such contest, and Lessee agrees promptly to indemnify Lessor for all charges together with reasonable expenses incurred by Lessor in the course of such cooperation. An Imposition or Claim therefor shall be paid, subject to refund proceedings, if failure to pay would adversely affect the title or rights of Lessor in the Equipment or otherwise hereunder. Provided that no Default or default has occurred and is then continuing, if Lessor obtains a refund of any penaltiesImposition which has been paid (by Lessee, fines or interest thereon by Lessor and for which are assessedLessor has been fully reimbursed by Lessee), levied Lessor shall promptly pay to Lessee the net amount of such refund actually received. Lessee will cause all billings of such charxxx xx Xessor to be made to Lessor in care of Lessee and will, in preparing any report or imposed return required by any governmental or taxing authority against Lessor with respect to any or all Law, show the ownership of the Equipment in Lessee, and shall send a copy of any such report or return to Lessor. If Lessee fails to pay any such charges when due, except any Imposition being contested in good faith and by appropriate proceedings as above provided for a reasonable period of time, Lessor at its option may do so, in which event the purchaseamount so paid (including any penalty incurred as a result of Lessee's failure), acquisition, ownership, construction, installation, shipment, delivery, lease, possession, use, maintenance, condition, operation, control, return plus an Administrative Fee shall be paid by Lessee to Lessor with the next installment of Basic Rent. (c) The provisions of this Section 8 shall not apply to any Imposition (i) imposed as a result of any voluntary transfer or other disposition thereof by Lessor of all or the rents, receipts or earnings arising therefrom which accrue or are payable with respect to any portion of its interest in the Equipment or this Lease or which are assessedpursuant to Section 15 hereof; (ii) that Lessee is contesting in good faith, are based on a valuation date, or are due during or with respect to the Lease Term or any subsequent period until the Equipment has been returned to Lessor by appropriate proceedings and is otherwise permitted pursuant to the provisions of this Lease or until the Equipment has been purchased by Lessee pursuant conclusion of such contest; except, that Lessee's right to contest any purchase option provisions of this Lease, excluding, however, any taxes solely measured by Lessor's net income from the general operation of Lessor's business Imposition and any penalties, fines and interest resulting from the actual negligence or willful misconduct of Lessor. In the event any fees, taxes or charges payable by Lessee pursuant thereby avoid its obligation to the next preceding sentence are paid by Lessor, or if Lessor is required to collect or pay any thereof, Lessee shall reimburse Lessor therefor (plus such Imposition is conditioned upon the existence of such Imposition during any penalties, fines or interest thereon) promptly upon demand. Unless and until Lessor notifies Lessee in writing to the contrary, Lessee shall file and pay such contest not causing any personal property taxes levied or assessed on the Equipment directly to the levying authority. Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence of payment by Lessee of any or all amounts for which Lessee is required to make payment or to indemnify Lessor hereunder that are paid by Lessee, and material danger of the filing of any and all reportssale, returns and other documentation required in connection with any such payment. In the event Lessor elects to pay the personal property taxes directly to a levying authority, Lessor shall submit to Lessee a copy of its personal property tax return and its receipt for the full amount of such personal property taxes so paid by Lessor. All of the obligations of Lessee under this Section shall continue in full force and effect notwithstanding any expiration, termination, rescission forfeiture or cancellation of this Lease. Lessee acknowledges that Lessor may not be exempt from the payment of any of the amounts referred to herein, even though Lessee might have been exempt therefrom if it were the owner or purchaser loss of the Equipment; or (iii) imposed on Lessor that is based on, or measured by gross or net income taxes (including, capital gains taxes, minimum taxes, income taxes collected by withholding and Lessee agrees that this Section shall applytaxes on tax preference items), except for Lessee's obligation to pay indemnities and the amounts due from it hereunder shall be due, whether or not Lessee might itself have reimbursements as an "after-tax basis," and as otherwise been exempt from any such payments. Subject to the foregoing, Lessee shall have the right to contest in good faith any such taxes levied or imposed by any governmental or taxing authority, expressly provided that Lessee shall have given Lessor not less than ten days prior notice of its intention to contest and full particulars of the proposed contest, in the opinion of Lessor the proposed contest will not adversely affect the interests of Lessor or any Assignee, and Lessee either shall have paid the taxes or provided for a bond or other security so that none of the Equipment will be subject to seizure, confiscation or forfeiture. For purposes of this Section, the term "Lessor" shall include each member of Lessor's affiliated group, if anyherein.