Common use of Tax Indemnity Clause in Contracts

Tax Indemnity. Lessee shall pay, defend and, on written demand, indemnify, protect, defend, save and keep each Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all Taxes, howsoever imposed, on or with respect to any Indemnitee, any System or Equipment or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipment, by any Governmental Authority in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Except as otherwise provided in this Section 7.4, the Lessee shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, the Lessee, any System or Equipment Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee Except as otherwise provided in this Section 7.4, each Lessee, jointly and severally, shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment Lessee, any Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee Except as otherwise provided in this Section 7.4, each of ChoicePoint and each Lessee, jointly and severally, shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment Lessee, ChoicePoint, any Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso foregoing, during the Construction Term for any Construction Land Interest, (i) ChoicePoint and the Lessees shall only be obligated to indemnify the Lessor and its Affiliates, successors, permitted assigns, permitted transferees, employees, officers, directors and agents, with respect to Taxes related to such Construction Land Interest and (ii) Lessor hereby indemnifies the other Tax Indemnitees (as defined in clause (ii) of the preceding sentencedefinition thereof) for such Taxes, Lessee shall pay to the extent that Lessor receives payment therefor from ChoicePoint or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee If for any reason whatsoever, including, without limitation, the falsehood or inaccuracy of any Tax Representation (excluding only a failure of Lessor to claim properly or timely the Recovery Deductions or Interest Deductions for the appropriate year, or the failure of Lessor to have sufficient taxable income to benefit from the Recovery Deductions or Interest Deductions): (A) Lessor shall paylose, defend andshall not have or shall lose the right to claim or there shall be disallowed, on written demandeliminated, indemnifyreduced, protector recaptured with respect to Lessor, defendfor federal, save and keep each Indemnitee harmless state or local income tax purposes, all or any portion of the Tax Benefits with respect to an Item of Equipment; or (on an B) the Lessor's anticipated net after-tax basis economic and accounting yields and periodic net after-tax cash flows over the term of the applicable Schedule (based upon the same assumptions used by Lessor in accordance with Section 7.5originally evaluating the Lease and applicable Schedule at the commencement of the term of the applicable Schedule) from and against, (the Lessor's "Anticipated Economics") is adversely affected due to (i) any and all Taxes, howsoever imposed, on income or deductions with respect to any IndemniteeItem of Equipment being treated as derived from, any System or Equipment allocable to, sources without the United States, or (ii) enactments of new income tax legislation or amendments and other changes to the Code or any portion thereofother state or local income tax law, any Operative Document including the promulgation of regulations and judicial or Lessee administrative rulings with respect thereto; or any sublessee or user of any System or Equipment, by any Governmental Authority in connection with or in any way relating to (iC) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment or the imposition of any Lien (or incurrence of any liability Lessor shall be required to refund or pay over include any amount in its taxable income as a result of any Lien) thereonimprovements, modifications, alterations or additions to any Item of Equipment made by anyone other than Lessor (ii) Base Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment or any part thereof or any interest therein, (v) all or any an occurrence of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to an event under (A) Taxes which are based upon or measured by the Indemnitee's net income), or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); and/or (C) Taxes based upon being referred to individually or collectively as a "Loss"); then, at the voluntary transferoption of the Lessor, assignment (x) the rent over the remainder of the term of the applicable Schedule shall, on and after the next succeeding rent payment date, after written notice to Lessee by Lessor that a Loss has occurred, be increased by such amount which, in the sole opinion of Lessor, after deduction of all taxes owed by Lessor to any governmental or disposition taxing authority as a result of such increase in rent, will cause Lessor's actual net after-tax economic and accounting yields and periodic net after-tax cash flows over the term of the applicable Schedule (the Lessor's "Actual Economics") to equal the Lessor's Anticipated Economics that would have been available if such Loss had not occurred, and Lessee shall forthwith pay to Lessor, on demand, an amount which, after deduction of all taxes owed by Administrative AgentLessor to any governmental or taxing authority as a result of the receipt of such amount, Lessor or any Participant shall be equal to the amount of any penalties, interest in or additions to tax which may be assessed by any System governmental or Equipment (other than a transfer pursuant taxing authority against Lessor attributable to the exercise of remedies under the Operative DocumentsLoss, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer (y) after written notice to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during Lessor that a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentenceLoss has occurred, Lessee shall pay to Lessor, upon demand, in a lump sum, an amount which, after deduction of all taxes owed to any governmental or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws taxing authority by Lessor as a result of the United Statesreceipt of such lump sum payment, will cause Lessor's Actual Economics to be equal to the Lessor's Anticipated Economics that would have been available if such Loss had not occurred plus an amount which, after deduction of all taxes owed by Lessor to any governmental or taxing authority as a result of the receipt of such amount, shall be equal to the amount of any penalties, interest, or a state thereof, and additions to tax which has complied with Section 7.3 and delivered copies of tax forms referred may be assessed by any governmental or taxing authority against Lessor attributable to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each IndemniteeLoss.

Tax Indemnity. Lessee acknowledges that the Rental Amount provided for in the Rider(s) is computed on the assumptions that (a) Lessor or a third-party (the “Owner Participant”) and the affiliated group of corporations (as defined in Section 1504(a) of the Internal Revenue Code of 1986, as amended (the “Code”) of which it (or its owners) is a member (all references to Lessor or Owner Participant in this Article include such affiliated group) shall paybe treated for United States federal income tax purposes (and to the extent allowable for state and local tax purposes) as the owner of the cars and will be entitled to full depreciation deductions based on Lessor or Owner Participant’s total cost of the Equipment under (i) applicable Sections of the Internal Revenue Code of 1986, defend andas amended (the “Code”), on written demandin amounts equal to the most accelerated method, indemnifyshortest recovery period and applicable convention allowed under the Code and (ii) accelerated cost recovery deductions for state and local income tax purposes in effect at the time each Rider is entered into (such deductions being referred to hereinafter as “Tax Benefits”), protect, defend, save and keep each Indemnitee harmless (on an after-tax basis in accordance with Section 7.5b) from and against, any and all Taxes, howsoever imposed, on deductions or credits allowable to Lessor or Owner Participant with respect to any Indemniteethe cars will be treated as derived from or allocable to sources within the United States. If, any System or Equipment or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipment, by any Governmental Authority in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, act or failure to act of Lessee (ii) Base Rent or Supplemental Rent or including the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment or any part thereof or any interest therein, (v) all or any use of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws cars outside of the United States) or any physical damage to or loss, or a state thereofgovernmental taking of the cars, and which has complied with Section 7.3 and delivered copies Lessor or Owner Participant shall (x) lose, have recaptured or disallowed, or not be entitled to the full use of the Tax Benefits, or (y) have its tax forms increased or accelerated on account of recompilation or recapture of such Tax Benefits in any year or years pursuant to the provisions of the Code (each of the events referred to in Section 7.3 (x) and (y) above being referred to Lesseeas a “Loss”), Certificate Trustee and Administrative Agentthen Lessee shall pay to Lessor, upon demand, a sum which, on an After Tax Basis, shall be sufficient to restore Lessor or Owner Participant to the same position Lessor or Owner Participant would have been in had such Loss not been incurred after taking into account all relevant factors. For the purpose of this Article, a Loss shall occur upon the earlier of (1) the payment by Lessor or Owner Participant to the Internal Revenue Service of the tax increase resulting from any deduction such Loss or withholding (2) the adjustment of any United States Federalthe tax return of Lessor or Owner Participant to reflect such Loss. If the Owner Participant has transferred ownership of the cars to Lessor, state or local income tax. All indemnities contained all references in this Section 7.2(a) are expressly made for the benefit of, and paragraph to Owner Participant shall be enforceable by, each Indemnitee.deemed to be references to Lessor with respect to any loss for any period after such transfer. EXHIBIT E

Tax Indemnity. Except as otherwise provided in this Section 7.4, the Lessee shall paypay on an After- Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, the Lessee, any System or Equipment Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. (a) General Tax Indemnity Lessee shall pay, defend and, on written demand, indemnify, protect, defend, save and keep agrees for the benefit of each Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and that all Taxes, howsoever imposed, on or with respect to any Indemnitee, any System or Equipment or any portion thereof, any Operative Document or payments by Lessee or any sublessee or user of any System or Equipment, by any Governmental Authority in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; providedthis Lease shall be free of all withholdings or deductions of any nature whatsoever (including, howeverwithout limitation, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net incomewithholding taxes, monetary transfer fees, or which relieve Indemnitee fromsimilar taxes and charges), and in the event any actual Tax based upon withholding or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment deduction is required (other than a transfer withholding or deduction in respect of Taxes for which Lessee is not responsible to indemnify any Indemnitee pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the LeaseSection 10(b) hereof); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay the same together with such additional amount as is required so that each such payment shall be, under any circumstances and in any event, after any such withholding or reimbursededuction, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, amount as set forth or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in this Lease. Lessee agrees for the benefit of each Indemnitee to pay and, on written demand, to indemnify and hold each Indemnitee (which term as used in this Section 7.3 10 shall include each Indemnitee, their respective affiliates, agents, employees, directors, successors and assigns, and any transferee of an Indemnitee with respect to any interest in the Aircraft) harmless from, all license and registration fees, duties, imposts, deductions, charges and, without limitation, all Taxes, howsoever levied or imposed, whether levied or imposed upon or asserted against any Indemnitee, Lessee, Certificate Trustee and Administrative Agentthe Lease, from the Aircraft, or any deduction part thereof or withholding of interest therein, or otherwise by any United States Federal, state or local income tax. All indemnities contained government, or instrumentality thereof, or other taxing authority in this Section 7.2(athe United States of America ("U.S. Taxing Authority") are expressly made for or by any government other than that of the benefit ofUnited States of America or any taxing authority or governmental subdivision or instrumentality of any other country or of a territory or possession of the United States of America or by any international taxing authority ("Foreign Taxing Authority"), and shall be enforceable upon or with respect to, based upon or measured by, each Indemnitee.:

Tax Indemnity. Except as otherwise --------------------- ------------- provided in this Section 7.4, each Lessee shall paypay on an After-Tax Basis, defend and, ----------- and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section ----- --- ------- 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or --- asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment Lessee, any Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. The Lessee shall pay (provided that during the Construction Period the Construction Agent shall request an Advance, the proceeds of which shall be used to pay), defend and, on written demand, indemnify, protect, defend, save indemnify and keep each Indemnitee hold harmless (on an afterAfter-tax basis in accordance with Section 7.5) Tax Basis each Tax Indemnitee from and against, against any and all Taxes, howsoever Claims for Taxes which may be imposed, on or with respect to any Tax Indemnitee, any System or Equipment the Facility or any portion thereof, any Operative Document or the Lessee or any sublessee or user of any System or Equipment, by any Governmental Authority the Facility in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, salesale (including any sale pursuant to Article V, VII or XIV of the Lease), return or other application or disposition of all or any part of any System or Equipment interest in the Facility or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Facility or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Facility or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements theretothereto (except to the extent not initiated or requested by or consented to by the Lessee in writing), and (vi) the issuance of the Notes and Investor Certificates, (vii) any contract relating to the construction, acquisition or delivery of the Facility or the Equipment or any interest therein and (viii) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a9.2(a) shall not apply to (A) Taxes (other than Taxes that are or are in the nature of, sales, use, rental, transfer, property, stamp, value added or similar Taxes) which are based upon or measured by the Tax Indemnitee's net receipts or net income, or which are in substitution for, or relieve such Tax Indemnitee from, any actual Tax based upon or measured by such Tax Indemnitee's net incomereceipts or net income (including Taxes that are or are in the nature of minimum Taxes, 39 capital gains, branch profit Taxes, Tax preference items or alternative minimum Taxes; and including Taxes based on gross income or gross receipts where such Taxes would, in such Taxable year, be based on net income or net receipts based solely on the transactions contemplated by the Operative Documents); provided, that such Taxes shall not be excluded under this clause A to the extent such Taxes would have been imposed had the location, possession or use of the Facility or any part thereof or interest therein, the location or the operation of the Lessee in, or the Lessee's making payments under the Operative Documents from the jurisdiction imposing such Taxes been the sole connection between such Tax Indemnitee and the jurisdiction imposing such Taxes; provided, further, that this clause A shall not be interpreted to prevent a payment being made on an After-Tax basis if such payment is otherwise required to be so made; (B) Taxes characterized under state or local law as franchise, net worth, or shareholder's capital (excluding, however, any value-addedother than Taxes that are or are in the nature of, sales, use, rental licenserental, property transfer, property, stamp, value added or similar Taxes); (C) if no Construction Agency Event of Default or Lease Event of Default exists, Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor a Tax Indemnitee or any Participant of Affiliate thereof or any interest in such Tax Indemnitee, or any interest in any System of the Facility, the Loans or Equipment the Investor Amount or any part thereof or any interest therein (other than a transfer transfers pursuant to the exercise of remedies under the Operative Security Documents, transfers pursuant to the exercise of the Sale Option or a Purchase Option, a transfer to Lessee or the Remarketing Option or otherwise pursuant to the LeaseLease or at the request of the Lessee or the Construction Agent); and (D) Participation Agreement Taxes based upon , but only as to amounts in excess of that which would have been payable by the voluntary Lessee or Construction Agent if no transfer, assignment or disposition had occurred; (D) Taxes imposed or payable by Participant a Tax Indemnitee to the extent imposed with respect to any period after the later of (x) the termination of the Lease and (y) the return of the Facility; (E) any Note Tax to the extent that such Tax would have been imposed without regard to the transactions contemplated by the Operative Documents; (F) Taxes or Certificate liability resulting from any prohibited transaction described in Section 406 or 407 of ERISA or Section 4975(c) of the Code or any interest thereinsuccessor provisions thereto that may arise in connection with any transaction contemplated by the Operative Documents; (G) Taxes imposed against or payable by a Tax Indemnitee pursuant to Section 3406 of the Code; (H) any interest, penalties or additions to Tax imposed against or payable by a Tax Indemnitee that are the result of the failure of such Tax Indemnitee to file any return properly and timely, unless such failure is caused by the failure of the Lessee or the Construction Agent to forward to such Tax Indemnitee any information such Tax Indemnitee has reasonably requested from the Lessee or the Construction Agent (other than information reasonably obtainable by, or in the possession of, such Tax Indemnitee) or to provide such Tax Indemnitee on a timely basis with any notifications or notices received by the Lessee or the Construction Agent with respect to such return from any applicable Taxing authority; and (I) except such transfers occurring during a Lease Event of Default or Loan Event of Defaultas set forth in Section 9.3, withholding Taxes. Notwithstanding the proviso foregoing, (x) the Lessee and the Construction Agent shall not be required to indemnify under this Section 9.2 for (1) as to any particular Tax Indemnitee, any Claim to the extent resulting from the gross negligence, willful misconduct or criminal conduct of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless such Tax Indemnitee itself (on an after-tax basis in accordance with Section 7.5as opposed to such conduct being imputed to such Tax Indemnitee), any representation or warranty by such Tax Indemnitee which in any of the Operative Documents being incorrect in any material respect, or the breach by such Tax Indemnitee of any of the provisions of the Operative Documents, except to the extent such breach is not incorporated under caused by a breach by the laws Lessee or the Construction Agent of any of its representations and warranties; and (2) any Claim resulting from Lessor Liens and (y) the Lessee shall be required to indemnify for Taxes imposed by a jurisdiction outside of the United StatesStates as a result of (i) the payment by the Lessee or the Construction Agent of any amount pursuant to this Participation Agreement or the other Operative Documents from, (ii) the booking by the Lessee of some or all of the transaction contemplated by the Operative Documents in, (iii) the location, possession or use of the Facility or any part thereof or interest therein in, or a state thereof, and which has complied with Section 7.3 and delivered copies (iv) the location or the operation of tax forms referred to the Lessee in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemniteesuch jurisdiction.

Tax Indemnity. Head Lessee shall payagrees to pay timely, defend and, on written demand, indemnify, protect, defend, save and keep promptly upon notice to indemnify and hold each Indemnitee harmless (on an afterAfter-tax basis in accordance with Section 7.5) from and againstTax Basis from, any and all Taxes, howsoever imposed, Taxes imposed on or with respect to any or asserted against such Indemnitee, any System or Equipment the Head Lessee, this Head Lease (or any portion document contemplated hereby), the Compressors or part or component thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipmentsuch Indemnitee's interest therein, by any Governmental Authority in connection federal, state, local or foreign government or taxing authority (each, a " Taxing Authority") with respect to the Compressors, or in any way relating to (i) the acquisitionmanufacture, mortgaging, design, construction, preparation, installation, inspection, delivery, non-deliverypurchase, acceptance, rejection, purchaseownership, ownershipdelivery, leasing, subleasing, possession, rentaluse, leasecondition, sublease, repossessionoperation, maintenance, repair, alteration, modification, addition or substitutionreplacement, storagereturn, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return sale or other application disposition thereof, or disposition of all upon or with respect to rental payments, receipts, earnings or other proceeds received or accrued with respect to the Compressors while the same is subject to any Lease Supplement, and (x) until possession thereof has been delivered to Head Lessor in accordance with this Head Lease or any part Lease Supplement or (y) the Compressors have been purchased by the Head Lessee as provided in Section 20.1 hereof, and provided in the case of any System clauses (x) and (y) that Head Lessee has theretofore paid all amounts payable to the Head Lessor and each other Indemnitee as provided herein, including all such Taxes payable under this Section 22 (excluding, however, (i) federal income taxes and Taxes to the extent based on, or Equipment or to the imposition of any Lien (or incurrence of any liability extent measured by, the net income and, to refund or pay over any amount the extent imposed as a result of any Lien) thereonsuch Indemnitee engaging in business in the jurisdiction imposing such Tax, gross income, capital, franchise and comparable doing business Taxes of such Indemnitee imposed by Taxing Authorities of those jurisdictions in which such Indemnitee is subject to such Taxes by reason of transactions unrelated to the transactions contemplated by this Head Lease , (ii) Base Rent or Supplemental Rent or the receipts or earnings Taxes imposed on such Indemnitee arising from any voluntary sale or received with respect to transfer by such Indemnitee of any interest in the Equipment Compressors or any part thereofrelated documents, other than (x) any assignment for security in connection with a financing contemplated by this Head Lease and the transactions related thereto and (y) any such sale or any interest therein or any applications or dispositions thereoftransfer while a Head Lease Event of Default is continuing, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds Taxes imposed with respect to a period, acts or events after the property held last to occur of (w) the end of the Term, (x) delivery of possession of the Compressors to the Head Lessor as provided herein, (y) except in the Trust Estatecase of Taxes attributable to the Compressors, the payment by the Head Lessee of all amounts due under this Head Lease and the Related Documents and (z) the completion of the exercise of remedies by the Head Lessor in connection with a Head Lease Event of Default, provided, however that this clause (iii) shall not apply to the extent that such Taxes are imposed on payments made by the Head Lessee pursuant to this Head Lease and the Related Documents regardless of when such payments are made, or relate to the exercise of remedies in connection with a Head Lease Event of Default, or arise from the failure of the Head Lessee to take (or fail to take) actions required by this Head Lease and the Related Documents, or a breach of a representation, warranty, covenant or other obligation under the Lease or relate to events occurring or matters arising prior to or simultaneously with the end of the Term, (iv) any System or Equipment or any part thereof or any Taxes imposed on an assignee of the Head Lessor which are in excess of Taxes of which would be due under this Head Lease under applicable law as of the date of such assignment had the Head Lessor not assigned its interest thereinin this Head Lease and the Compressors to an assignee, (v) all Taxes arising from the gross negligence or wilful misconduct of such Indemnitee or a material breach by such Indemnitee of its obligations under this Head Lease or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements theretoRelated Document, and (vi) otherwise Taxes imposed as a result of an unreasonable failure by such Indemnitee to cooperate (at the Head Lessee's expense) with respect to the Head Lessee in connection with filing of tax forms or taking of other actions in connection with the transactions contemplated by payment of Taxes. In the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve event an Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant receives a refund of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and Tax which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to been paid by Head Lessee, Certificate Trustee such refund, plus all interest paid in connection therewith and Administrative Agentfairly attributable thereto, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemniteerefunded to Head Lessee.

Tax Indemnity. The Lessee shall paypay on a Grossed-up Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Indemnitee at all times harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all Taxes, howsoever imposed, on or with respect to any Indemnitee, any System the Leased Property or Equipment or any portion thereof, any Operative Document or the Lessee or any sublessee or user of any System or Equipment, the Leased Property by any Governmental Authority taxing Authority, in connection with or in any way relating to to: (iA) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or addition, substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, purchase, repurchase, sale, return or other application or disposition of all or any part of any System or Equipment the Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, ; (iiB) Base the payment of Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, therein; (iiiC) the payment of any other amount paid or payable pursuant to the Notes, the Certificates Rent Assignment Agreements or any other Operative Documents, or the property or the income or other proceeds with respect to the property held in Facility; (D) the Trust Estate, (iv) any System or Equipment Leased Property or any part thereof or any interest therein; (E) the execution, (v) all delivery, filing, registration or recording of any of the Operative Documents, any other documents contemplated thereby Documents and any amendments and supplements thereto, ; and (viF) otherwise with respect to or in connection with the transactions contemplated by the Operative DocumentsDocuments or the enforcement thereof; provided, however, that the indemnification obligation of this Section 7.2(a7.2(a)(i) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.to:

Tax Indemnity. Lessee shall pay, defend and, and on written demand, demand shall indemnify, protect, defend, save defend and keep hold harmless each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, all Taxes (other than any and all TaxesLessor Taxes or any Taxes which Lessee would not be responsible for under Clause 14.2(b)) which are imposed upon, howsoever attributable to, or with respect to, or are required to be paid in connection with, or as a result of, any of the payments or transactions or activities contemplated in the Transaction Documents (regardless of how or when such Taxes are imposed, whether imposed upon a Tax Indemnitee, Lessee, the Aircraft or otherwise), including, without limitation, Taxes imposed on or with respect to, or required to any Indemnitee, any System or Equipment or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipment, by any Governmental Authority be paid in connection with or in as a result of (directly or indirectly), any way relating to of the following: (i) the acquisitionAircraft, mortgagingthe Airframe, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all any Engine or any part of Part or any System or Equipment or the imposition of interest in any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereonthereof, (ii) Base Rent the purchase, acceptance, delivery, financing, mortgaging, registration, re-registration, de-registration, importation, exportation, ownership, leasing, subleasing, wet-leasing, chartering, presence, management, control, possession, performance, use, operation, repair, maintenance, condition, service, overhaul, substitution, replacement, pooling, interchange, removal, alteration, improvement, modification, refurbishment, transportation, landing, storage, redelivery, repossession, sale, transfer of title or Supplemental Rent other disposition of the Aircraft, the Airframe, any Engine or the receipts any Part or earnings arising from any interest in any thereof, or (iii) any Rent, receipts, gains, earnings, income, insurance proceeds, or other amounts paid or payable or received or receivable with respect to the Equipment Aircraft, the Airframe, any Engine or any part thereof, Part or any interest therein in any thereof or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, transactions contemplated in the Certificates or any other Operative Transaction Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment of the Transaction Documents or any part thereof amendment or supplement thereto or the execution, delivery, filing, recording, performance or enforcement of any interest thereinthereof. Each Tax Indemnitee shall, (v) all at the expense of Lessee, take commercially reasonable actions with a view toward mitigating any event or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect circumstance which would give rise to or result in connection with the transactions contemplated by the Operative Documentsa claim for indemnification pursuant to this Clause 5.8 or a withholding Tax pursuant to Clause 5.7; provided, however, that the indemnification obligation of this Section 7.2(a) nothing herein shall not apply require any Tax Indemnitees to (A) Taxes take any action which are based upon it shall have determined, in its sole discretion exercised in good faith, may result in a material economic, legal or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual regulatory disadvantage to such Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee shall payThis Lease has been entered into, defend andand the Equipment has been acquired by Lessor, on written demandthe basis that Lessor and/or any persons, indemnifyfirms, protectcorporations or other entities to which Lessor transfers or has transferred title to all or any portion of the Equipment (the “Owner”) shall be entitled to such deductions, defendcredits and other benefits as are provided to an owner of property (the “Tax Benefits”), save including, without limitation, the accelerated cost recovery or depreciation deduction on the Equipment under various Sections of the Internal Revenue Code of 1986 as amended from time to time (the “Code”) based upon such depreciable lives, averaging conventions, methods of depreciation and keep each Indemnitee harmless (on an after-other accounting methods as the Owner elects for tax basis purposes, and the deduction under Section 163 of the Code in the full amount of any interest paid or accrued by Owner in accordance with Section 7.5) from and against, any and all Taxes, howsoever imposed, on or the Owner’s method of accounting for tax purposes with respect to any Indemnitee, indebtedness incurred by the Owner in financing its purchase of the Equipment. (As used herein the term “Owner” includes Lessor in the event Lessor has not transferred title of all the Equipment.) If as a result of: (i) any System act or Equipment failure to act of Lessee (including a sale or any portion thereof, any Operative Document or Lessee or any sublessee or user disposition of any System unit of Equipment after an Event of Default or Bankruptcy of Lessee unless Lessor shall have been paid in full the Stipulated Loss or Termination Value, as the case may be, in accordance with the Lease); (ii) any physical damage to or loss or destruction of the Equipment, by ; or (iii) the existence or operation of any Governmental Authority in connection with early termination or early buy out provision contained in any way relating Lease Schedule, the Owner (a) shall lose, have recaptured or disallowed, or not be entitled to the full use of the Tax Benefits, or (b) shall have its tax increased or accelerated on account of recomputation or recapture of such Tax Benefits in any year or years pursuant to the provisions of the Code, (each of the events referred to in (a) and (b) above being referred to as a “Loss”) then Lessee shall pay to the Owner, upon demand, a sum which after deduction therefrom for all federal, state and local income taxes payable by the Owner with respect to the receipt of such sum, shall be sufficient to restore the Owner to substantially the same positions the Owner would have been in had such Loss not been incurred after taking into account all relevant factors, including, without limitation, (i) the acquisitionamount of the Tax Benefits so lost, mortgagingrecaptured, designdisallowed, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition recomputed or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereonnot so utilized, (ii) Base Rent the increase or Supplemental Rent or acceleration on the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions Owner’s tax on account thereof, (iii) any other amount paid or payable pursuant to the Notespenalties, the Certificates or any other Operative Documents, the property or the income interest or other proceeds with respect to charges imposed on the property held in the Trust EstateOwner, (iv) any System or Equipment or any part thereof or any interest therein, differences in tax years involved and (v) all or any of the Operative DocumentsTax Benefits, any other documents contemplated thereby and any amendments and supplements theretoif any, and (vi) otherwise available to the Owner with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation any replacement Equipment transferred to Lessor pursuant to Section 8 (b) hereof. The provisions of this Section 7.2(a12 shall survive the expiration or earlier termination of this Lease. For the purpose of this Section 12, a Loss shall occur upon the earliest of (1) shall not apply to the happening of any event which may cause such Loss, (A2) Taxes which are based upon or measured the payment by the Indemnitee's net incomeOwner to the Internal Revenue Service of the tax increase resulting from such Loss or (3) the adjustment of the tax return of the Owner to reflect such Loss. Lessee represents and warrants for the benefit of Lessor, or which relieve Indemnitee fromand will provide supporting documents reasonably satisfactory to Lessor to the effect that: (i) at the time Lessor becomes the owner of the Equipment, any actual Tax based upon or measured by Indemnitee's net income; and at all times during the term of the Lease, the Lessor shall be entitled to take the maximum deductions for depreciation allowable pursuant to Section 167(a) of the Internal Revenue Code of 1986 (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxesthe “Code”); (Cii) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise deductions for depreciation of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to Equipment shall be determined as provided in Section 168(a) of the Lease)Code; and (Diii) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding applicable “recovery period” for the proviso Equipment as provided in Section 168(c) of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and Code shall be enforceable by, each Indemniteeas provided in the Lease Schedule. 13.

Tax Indemnity. Lessee shall pay, defend and, on written demand, indemnify, protect, defend, save indemnify and keep hold each Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all Taxes, howsoever imposed, on or with respect to any Indemnitee, any System or Equipment the Property or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipment, the Property by any Governmental Authority in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment the Properties or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Property or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to Taxes (Ai) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (Bii) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (Ciii) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment the Property (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Remarketing Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); (iv) which are Federal net income taxes (except to the extent covered to make payments, where required, on an after-tax basis); (v) imposed by state and local governments as net income Taxes, except incremental Taxes imposed on the Lessor by the Commonwealth of Massachusetts; and (Dvi) Participation Agreement Taxes based upon attributable to gross negligence or willful misconduct of the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of DefaultIndemnitee. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5)hold harmless, any Indemnitee which is not incorporated under the laws a United States Person as defined in Section 7701(a)(30) of the United States, or a state thereofCode, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent7.3, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Except as otherwise provided in this Section 7.4, the Lessee shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Tax Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment the Lessee, the partnership interests in the Lessor, the Leased Property or any portion thereofthereof or the Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System the Leased Property or Equipment the partnership interests in the Lessor or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Leased Property, the Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee Except as otherwise provided in this Section 7.4, each Lessee, jointly and severally, shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment Lessee, Concord, any Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso foregoing, during the Construction Term for any Construction Land Interest, (i) the Lessees shall only be obligated to indemnify the Lessor with respect to Taxes related to such Construction Land Interest, (ii) Lessor hereby indemnifies the other Tax Indemnitees (as defined in clause (ii) of the preceding sentencedefinition thereof) for such Taxes, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under to the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, extent that Lessor receives payment therefor from any deduction Lessee or withholding the Construction Agent and (iii) subject to the terms and conditions of any United States Federalthis Master Agreement, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for property taxes with respect to such Construction Land Interest will be funded with the benefit of, and shall be enforceable by, each Indemniteeproceeds of Advances.

Tax Indemnity. Except as otherwise --------------------- ------------- provided in this Section 7.4, the Lessee shall paypay on an After-Tax Basis, defend and, and on ----------- written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" ----- and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe --- ----------- definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment the Lessee, the Leased Property or any portion thereofthereof or the Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment the Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Leased Property, the Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Except as otherwise provided in this Section ------------- ------- 7.4, the Lessee shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall --- indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, franchise, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" ----- --- (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes ----------- ----- amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment the Lessee, the Leased Property or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States or any state, local or foreign authority, in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment the Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base the Notes or other indebtedness with respect to the Leased Property or any part thereof or interest therein, (iii) Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iiiiv) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, (v) the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (vvi) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vivii) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee Except as otherwise provided in this SECTION 7.4, each of the Company and each Lessee, jointly and severally, shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "TAXES" and individually as a "TAX" (for the purposes of this SECTION 7.4, the definition of "Taxes" includes amounts imposed on, howsoever imposedincurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment Lessee, the Company, any Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee The Sellers shall paybe liable for and indemnify, defend andand hold harmless the Buyers and their Affiliates from, on written demand, indemnify, protect, defend, save against and keep each Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, respect of any and all TaxesTax claims resulting from, howsoever imposed, arising out of or relating to: (a) any Taxes imposed on or with respect to any Indemnitee, any System or Equipment of the Acquired Companies or any portion thereofof their Subsidiaries with respect to any Pre-Closing Tax Period, and any Operative Document Pre-Closing Straddle Taxes, and any other amounts for which the Sellers are liable or Lessee required to pay pursuant to Section 6.7; (b) any breach or inaccuracy of a representation or warranty set forth in Section 4.10; (c) any breach or failure to comply with any covenant or obligation with respect to Taxes or Tax matters set forth in this Agreement; (d) all Taxes of any member of an Consolidated Tax Group of which any of the Acquired Companies or any sublessee of their Subsidiaries (or user any predecessor of any System of the Acquired Companies or Equipmentany of their Subsidiaries) is or was a member prior to the applicable Closing, by including pursuant to Treasury Regulation Section 1.1502-6 or any Governmental Authority in connection with state, local, provincial or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer U.S. analogue; (e) any and all Taxes of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition any Person imposed on any of all the Acquired Companies or any part of their Subsidiaries, or on the Buyers or any System of their Affiliates, as a transferee or Equipment successor or the imposition of pursuant to any Lien (or incurrence of any liability to refund or pay over any amount Law, in each case as a result of any Lienevent, action, relationship, omission, or transaction occurring before the applicable Closing; (f) thereonany Taxes associated with any items of income in, or exclusions of any item of deduction or credit from, taxable income for any Tax period under (1) Section 481 or Section 482 of the Code; (2) an installment sale or “open transaction” disposition made on or prior to the applicable Closing Date; (3) a prepaid amount received, or paid, prior to the applicable Closing Date, (ii4) Base Rent deferred income or Supplemental Rent or the receipts or earnings gain arising from a transaction or received with respect event occurring prior to the Equipment or any part thereofapplicable Closing Date, or any interest therein or any applications or dispositions thereof, (iii5) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (ivan election under Section 108(i) any System or Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease)Code; and (Dg) Participation Agreement Taxes based upon for the voluntary transfersake of clarity, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Defaulttheir own Taxes. Notwithstanding any provision of this Agreement to the proviso contrary, the indemnification obligations of the preceding sentence, Lessee Sellers pursuant to this Section 6.7(c) shall pay or reimburse, and indemnify protect, defend, save and keep harmless survive until six (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under 6) months after the laws expiration of the United States, longest applicable statute of limitations (including any extensions or a state waivers thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee).

Tax Indemnity. Lessee shall pay (provided that during the Construction Period Lessee shall request an Advance, the proceeds of which shall be used to pay), defend and, on written demand, indemnify, protect, defend, save indemnify and keep each Indemnitee hold harmless (on an after-tax basis (in accordance with Section 7.59.4) each Indemnitee from and against, against any and all TaxesTaxes imposed by the United States federal taxing authority or by the State of Maryland or any political subdivision thereof or taxing authority therein, howsoever imposed, on or with respect to any Indemnitee, any System or Equipment the Properties or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipment, by any Governmental Authority the Properties in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, salesale (including, without limitation, any sale pursuant to Article V, VII or XIV of the Lease), return or other application or disposition of all or any part of any System or Equipment interest in the Properties or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Properties or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Properties or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements theretothereto (except to the extent not initiated or requested by or consented to by Lessee in writing), and (vi) the issuance of the Notes and Investor Certificates, (vii) any contract relating to the construction, acquisition or delivery of the Properties or the Improvements or any interest therein and (viii) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.this

Tax Indemnity. (a) Head Lessee shall payagrees to pay timely, defend and, on written demand, indemnify, protect, defend, save and keep promptly upon notice to indemnify and hold each Indemnitee harmless (on an afterAfter-tax basis in accordance with Section 7.5) from and againstTax Basis from, any and all Taxes, howsoever imposed, Taxes imposed on or with respect to or asserted against such Indemnitee, the Head Lessee, this Head Lease (or any document contemplated hereby), the Head Lessor Compressors or any part or component thereof, or such Indemnitee's interest therein, by any federal, state, local or foreign government or taxing authority (each, a "Taxing Authority") with respect to any Indemnitee, any System or Equipment the Head Lessor Compressors or any portion part thereof or interest therein, or the manufacture, purchase, acceptance, rejection, ownership, financing, refinancing, delivery, leasing, subleasing, possession, use, condition, operation, maintenance, repair, modification, replacement, return, sale or other disposition thereof, any Operative Document or upon or with respect to the Head Lessee or any sublessee or user of Head Lessor Compressors or any System rental payments, receipts, earnings or Equipmentother proceeds received or accrued with respect to the Head Lessor Compressors while the same is subject to any Lease Supplement, by any Governmental Authority in connection or with respect to the Related Documents or in any way relating to the transactions contemplated thereby, including all such Taxes payable under this Section 26 (excluding, however, (i) federal income taxes and Taxes to the acquisitionextent based on, mortgagingor to the extent measured by, designthe net income and, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment or to the imposition of any Lien (or incurrence of any liability to refund or pay over any amount extent imposed as a result of any Lien) thereonsuch Indemnitee engaging in business in the jurisdiction imposing such Tax, gross income, capital, franchise and comparable doing business Taxes of such Indemnitee imposed by Taxing Authorities of those jurisdictions in which such Indemnitee is subject to such Taxes by reason of transactions unrelated to the transactions contemplated by this Head Lease, (ii) Base Rent or Supplemental Rent or the receipts or earnings Taxes imposed on such Indemnitee arising from any voluntary sale or received with respect to transfer by such Indemnitee of any interest in the Equipment Head Lessor Compressors or any part thereofrelated documents, other than (x) any assignment for security in connection with a financing contemplated by this Head Lease and the other Related Documents and the transactions related thereto and (y) any such sale or any interest therein or any applications or dispositions thereoftransfer while a Head Lease Event of Default is continuing, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds Taxes imposed with respect to a period, acts or events after the property held last to occur of (w) the end of the Term, (x) delivery of possession of the Head Lessor Compressors to the Head Lessor as provided herein, (y) except in the Trust Estatecase of Taxes attributable to the Head Lessor Compressors, the payment by the Head Lessee of all amounts due under this Head Lease and the Related Documents and (z) the completion of the exercise of remedies by the Head Lessor in connection with a Head Lease Event of Default, provided, however that this clause (iii) shall not apply to the extent that such Taxes are imposed on payments made by the Head Lessee pursuant to this Head Lease and the Related Documents regardless of when such payments are made, or relate to the exercise of remedies in connection with a Head Lease Event of Default, or arise from the failure of the Head Lessee to take (or fail to take) actions required by this Head Lease and the Related Documents, or a breach of a representation, warranty, covenant or other obligation under the Lease or relate to events occurring or matters arising prior to or simultaneously with the end of the Term, (iv) any System or Equipment Taxes imposed on an assignee of the Head Lessor which are in excess of Taxes of which would be due under this Head Lease under applicable law as of the date of such assignment had the Head Lessor not assigned its interest in this Head Lease and the Head Lessor Compressors to an assignee (provided that this clause (iv) shall not apply to Taxes imposed on the Indenture Trustee or any part thereof or any interest thereinother Indemnitee as assignee of the Head Lessor pursuant to the transactions contemplated by the Indenture and other Related Documents), (v) all Taxes arising from the gross negligence or willful misconduct of such Indemnitee or a material breach by such Indemnitee of its obligations under this Head Lease or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements theretoRelated Document, and (vi) otherwise Taxes imposed as a result of an unreasonable failure by such Indemnitee to cooperate (at the Head Lessee's expense) with respect to the Head Lessee in connection with filing of tax forms or taking of other actions in connection with the transactions contemplated by payment of Taxes. In the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve event an Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant receives a refund of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and Tax which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to been paid by Head Lessee, Certificate Trustee such refund, plus all interest paid in connection therewith and Administrative Agentfairly attributable thereto, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemniteerefunded to Head Lessee.

Tax Indemnity. Lessee shall payBorrower agrees to reimburse Lender (or pay directly ------------- if instructed by Lender) and any assignee of Lender for, defend andand to indemnify and hold Lender and any assignee harmless from, on written demandall fees (including, indemnifybut not limited to, protectlicense, defenddocumentation, save recording and keep each Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and againstregistration fees), any and all Taxessales, howsoever imposeduse, on gross receipts, personal property, occupational, value added or other taxes,levies, imposts, duties, assessments, charges, or withholdings of any nature whatsoever, together with any penalties, fines, additions to tax, or interest thereon (all of the foregoing being hereinafter referred to as "Impositions"), except same as may be attributable to Lender's income, arising at any time prior to or during the term of any Notes or of this Security Agreement, or upon termination or early termination of this Security Agreement and levied or imposed upon Lender directly or otherwise by any Federal, state or local government in the United States or by any foreign country or foreign or international taxing authority upon or with respect to any Indemnitee, any System or Equipment or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipment, by any Governmental Authority in connection with or in any way relating to (i) the acquisitionCollateral, mortgaging(ii) the exportation, designimportation, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejectionregistration, purchase, ownership, delivery, leasing, possession, rentaluse, leaseoperation, sublease, repossessionstorage, maintenance, repair, alterationreturn, modification, addition or substitution, storagesale, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid the rentals, receipts, or payable pursuant to earnings arising from the NotesCollateral, the Certificates or any other Operative Documentsdisposition of the rights to such rentals, the property receipts, or the income or other proceeds with respect to the property held in the Trust Estateearnings, (iv) any System payment pursuant to this Security Agreement or Equipment the Notes, or (v) this Security Agreement, the Notes or any transaction or any part thereof hereof or any interest thereinthereof, (v) excluding all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon taxes on or measured by the IndemniteeLender's or assignee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee Except as otherwise provided in this SECTION 7.4, each of ADESA and each Lessee, jointly and severally, shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "TAXES" and individually as a "TAX" (for the purposes of this SECTION 7.4, the definition of "Taxes" includes amounts imposed on, howsoever imposedincurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment Lessee, ADESA, any Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Note or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of foregoing, during the preceding sentenceConstruction Term for any Construction Land Interest, Lessee (i) ADESA and the Lessees shall pay only be obligated to indemnify the Lessor and its Affiliates, successors, permitted assigns, permitted transferees, employees, officers, directors and agents, with respect to Taxes related to such Construction Land Interest and (ii) Lessor hereby indemnifies the other Tax Indemnitees for such Taxes, to the extent that Lessor receives payment therefor from ADESA or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee shall pay, defend and, on written demand, indemnify, protect, defend, save indemnify and keep hold each Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all Taxes, howsoever imposed, on or with respect to any Indemnitee, any System or Equipment the Sites or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipment, a Site by any Governmental Authority in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment the Sites or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Sites or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Sites or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (Ai) Taxes which are based upon or measured by the Indemnitee's net incomeincome (including taxes based on minimum taxes or capital gains), or which are expressly in substitution for, or relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (Bii) Taxes characterized under local law as franchise, net worth, any Tax or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant imposition to the exercise extent, but only to such extent, it relates to any act, event or omission that occurs after the termination of remedies the Lease and the discharge of all of Lessee's obligations under the Operative Documents, transfers pursuant Documents which were matured at the time of such termination (but not any Tax or imposition that relates to any period prior to the exercise discharge of all of Lessee's obligations under the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to Operative Documents which were matured at the Lease); and (Dtime of such termination) Participation Agreement Taxes based upon unless such termination is the voluntary transfer, assignment or disposition by Participant result of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso Site has been transferred to Lessee; (iii) any interest or penalties imposed on an Indemnitee as a result of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance failure of such Indemnitee to comply with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to its obligations set forth in Section 7.3 7.2(d) unless such failure results from the failure of Lessee to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained comply with its obligations set forth in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.Section

Tax Indemnity. The Lessee shall paypay on a Grossed-up Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Indemnitee at all times harmless (on an after-tax basis in accordance with Section 7.5) from and against, BUSINESS.29620189.12 any and all Taxes, howsoever imposed, on or with respect to any Indemnitee, any System the Leased Property or Equipment or any portion thereof, any Operative Document or the Lessee or any sublessee or user of any System or Equipment, the Leased Property by any Governmental Authority taxing Authority, in connection with or in any way relating to to: (iA) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or addition, substitution, storage, transfer of titletitle (including any brokers claims with respect thereto), redelivery, use, financing, refinancing, operation, condition, purchase, repurchase, sale, return or other application or disposition of all or any part of any System or Equipment the Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, ; (iiB) Base the payment of Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, therein; (iiiC) the payment of any other amount paid or payable pursuant to the Notes, the Certificates Rent Assignment Agreements or any other Operative Documents, or the property or the income or other proceeds with respect to the property held in Improvements; (D) the Trust Estate, (iv) any System or Equipment Leased Property or any part thereof or any interest therein; (E) the execution, (v) all delivery, performance, filing, registration or recording of any of the Operative Documents, any other documents contemplated thereby the Purchase and Sale Agreement, and any respective amendments and supplements thereto, ; and (viF) otherwise with respect to or in connection with the transactions contemplated by the Operative DocumentsDocuments or the enforcement thereof in accordance with their respective terms; provided, however, that the indemnification obligation of this Section 7.2(a7.2(a)(i) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.to:

Tax Indemnity. Except as otherwise provided in this Section 7.4, the Lessee shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, the Lessee, any System or Equipment Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso foregoing, during the Construction Term for any Construction Land Interest, (i) the Lessee shall only be obligated to indemnify the Lessor and its Affiliates, successors, permitted assigns, permitted transferees, employees, officers, directors and agents, with respect to Taxes related to such Construction Land Interest and (ii) Lessor hereby indemnifies the other Tax Indemnitees (as defined in clause (ii) of the preceding sentencedefinition thereof) for such Taxes, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under to the laws of extent that Lessor receives payment therefor from the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee shall pay, defend and, on written demand, indemnify, protect, defend, save and keep each Indemnitee harmless (pay on an after-tax basis in accordance with Section 7.5) basis, and on written demand shall indemnify and hold each Indemnitee harmless from and against, any and all Taxes, howsoever imposed, on or with respect to any Indemnitee, any System or Equipment the Premises or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthe Premises, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States, or by any taxing authority outside the United States, in connection with or in any way relating to to: (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or addition, substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, purchase, repurchase, sale, return or other application or disposition of all or any part of any System or Equipment the Premises or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Premises or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Premises or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative DocumentsDocuments or the enforcement thereof; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to to: (A1) Taxes which (other than Taxes that are sales, use, rental, value added or similar Taxes) based upon or measured by the Indemnitee's gross or net income, gross or which relieve Indemnitee fromnet receipts or that are in the nature of, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchiseare imposed with respect to, capital, net worth, excess profits, accumulated earnings, capital gains, franchise or shareholderconduct of business of such Indemnitee (other than Taxes imposed as a result of Lessee's capital (excludingor Guarantor's activities in, howeveror the location of the Premises or any portion thereof in, the jurisdiction imposing such Taxes, any valuegross receipts (or similar) Tax imposed by any county in which any Site is located, or any Taxes described in Section 7.3 resulting from changes in law or regulation) (except in the case of gross or net income Taxes, to the extent necessary so that payments under this Section 7.2 are made to an Indemnitee on a Grossed-added, Up Basis within the meaning of Section 7.6); (2) sales, use, rental license, property or similar Taxes (other than any Taxes imposed as a result of Lessee's or Guarantor's activities in, or the location of the Premises or any portion thereof in, the jurisdiction imposing such Taxes); and (C3) Taxes based upon the that result from (x) a voluntary transfer, assignment transfer or other voluntary disposition by Administrative Agent, Lessor the Indemnitee or any Participant of its Affiliates of all or any portion of its interest in the Premises, the Trust Estate, any System or Equipment Indemnitee, the Certificates, the Operative Documents (other than a transfer pursuant to the or disposition resulting from (A) an Indemnitee's exercise of remedies under the Operative DocumentsLease during the occurrence and continuation of an Event of Default, transfers pursuant to (B) the Lessee's exercise of the Sale Option or Purchase Option, a Option under the Lease or (C) any other transfer to Lessee or otherwise pursuant Guarantor under the Operative Documents) or (y) an involuntary transfer or other involuntary disposition by the Indemnitee or any of its Affiliates of all or any part of an interest in the Premises, the Trust Estate, any Indemnitee, the Certificates, the Operative Documents (other than any such transfer or disposition that occurs while a Lease Event of Default has occurred and is continuing) in connection with any bankruptcy or other proceeding for the relief of debtors in which an Indemnitee or any of its Affiliates is the debtor or any foreclosure by a creditor of an Indemnitee or any of its Affiliates that is in each case unrelated to the Lease)transactions contemplated by the Operative Documents; (4) Taxes (other than those imposed in order to Gross-Up) imposed on or against or payable by such Indemnitee to the extent of the excess of such Taxes over the amount of such Taxes that would have been imposed and indemnified hereunder had there not been a transfer by the original Indemnitee (Dfrom which such Indemnitee derives its interest) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note interest in the Premises, the Certificates, the Trust Estate, any Indemnitee or Certificate or any the Operative Documents, unless such transferee acquired its interest therein, except such transfers occurring during the occurrence and continuation of a Lease Event of Default or Loan as the result of the substitution of the Certificate Trustee; (5) Taxes imposed with respect to any period (except during the occurrence and continuance of an Event of Default. Notwithstanding ) after the proviso expiration or earlier termination of the preceding sentenceLease (but not to the extent attributable to events occurring on or prior to such date); (6) Taxes resulting from (x) the gross negligence, Lessee shall pay willful misconduct or reimburse, and indemnify protect, defend, save and keep harmless fraud of the Indemnitee or any of its Affiliates (on except to the extent attributable to an after-tax basis in accordance with Section 7.5Indemnitee by reason of the execution of any of the Operative Documents), any Indemnitee which is not incorporated (y) the inaccuracy or breach of a representation, warranty under the laws Operative Documents or of the United Statescovenant set forth in Section 6.2(a) hereof or (z) any Liens, in the case of any Indemnitee, attributable to such Indemnitee or any of its Affiliates; (7) Taxes imposed on the Agent in its individual capacity with respect to any fees received by it payable to the Agent for services rendered; (8) Taxes to the extent resulting from or measured by income, assets, activities, or a state thereofother matters of or relating to the Indemnitee or any of its Affiliates that are unrelated to the transactions contemplated by the Operative Documents; (9) any interest, penalties or additions to Tax that result from the failure of an Indemnitee to file any return properly and which has complied timely, unless such failure is caused by the failure of the Lessee to fulfill its obligations, if any, under this Agreement with Section 7.3 respect to such return; and delivered copies (10) provided that such Indemnitee did not acquire its interest in the Operative Documents while an Event of tax forms referred to in Section 7.3 to LesseeDefault was continuing, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made Taxes that would not have been imposed but for the benefit ofIndemnitee or any of its Affiliates having its tax residence, and shall be enforceable byplace of business, each Indemniteestatus of organization, place of management or controls, permanent establishment or other presence in the taxing jurisdiction (unless such tax residence, place of business, status of organization, place of management or control, permanent establishment or other presence results from the presence or activities of the Lessee in such jurisdiction).

Tax Indemnity. Except as otherwise provided in this Section 7.4, ------------- ----------- the Lessee shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, franchise, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposed----- --- ----------- the definition of "Taxes" includes amounts imposed on, incurred by, or ----- asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment the Lessee, the Leased Property or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States or any state, local or foreign authority, in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment the Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base the Notes or other indebtedness with respect to the Leased Property or any part thereof or interest therein, (iii) Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iiiiv) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, (v) the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (vvi) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vivii) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee Except as otherwise provided in this Section 7.4, each of DTD and each Lessee, jointly and severally, shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment Lessee, DTD, any Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee shall payThe Parent and each Owner hereby agrees, defend andwhether or not any of the transactions contemplated by this Agreement or the other Operative Documents are consummated, on written demand, to indemnify, protect, defend, save defend and keep hold harmless on an After-Tax Basis each Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, against any and all Taxes, howsoever duties, assessments, fees (including documentation, license, filing and registration fees), levies, imposts, recording charges, withholdings of any nature whatsoever and other government charges, in each case whether now existing or hereinafter enacted or adopted, together with any penalties, fines, assessments, additions to Tax, interest or other charges in respect thereof, however imposed, on whether levied or with respect to any imposed upon such Indemnitee, any System or Equipment or any portion thereofParent, any Operative Document or Lessee or any sublessee or user of any System or Equipmentan Owner, by any Governmental Authority in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all a Vessel or any part of any System or Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, hereof or any interest therein or the Trust Estate by any applications federal, state or dispositions thereoflocal government or other political subdivision in the United States, (iii) any other amount paid territory or payable pursuant to possession of the Notes, the Certificates United States or any other Operative Documentsforeign country or political subdivision or taxing authority thereof or therein or any international taxing authority upon, the property based on, measured by or the income or other proceeds with respect to to: the property held in the Trust Estate, (iv) any System or Equipment Vessels or any part thereof or any interest therein; the manufacture, (v) all financing, transfer, control, operation, modification, warranty, alteration, restoration, refurbishing, condition, occupancy, sale, ownership, delivery, transfer of title, return or other disposition thereof; any payment or receipt of Basic Charterhire, or any other payments or receipts under any Lease; indebtedness with respect thereto; the rentals, receipts or earnings arising therefrom or payments with respect to principal, interest, premium, increased costs or other amounts on or security in the Loan or under the Loan Agreement; the security, income or other proceeds received with respect to the security held under the Loan Agreement; the Operative Documents or the execution or delivery thereof, or the performance enforcement or amendment of the terms thereof, or any payment made pursuant thereto or the enforcement of the transactions contemplated thereby; the income or other proceeds received with respect to the Vessels or any thereof upon the disposition thereof; or otherwise in connection with the transaction contemplated by or resulting from the Operative Documents, the exercise of rights and remedies thereunder and the enforcement thereof, excluding, however: (a) Taxes imposed on any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise Indemnitee that are with respect to or measured by any trustee fees received by the Trust Company for services rendered in connection with its capacity as trustee under the transactions contemplated Trust Agreement; (b) Taxes imposed on any Indemnitee to the extent that such Taxes result from the gross negligence or willful misconduct of such Indemnitee or from the breach by such Indemnitee of any of its representations, covenants, and obligations under the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (Ac) Taxes which (without regard to whether such Taxes are collected by withholding or otherwise) imposed on any Indemnitee (other than the Investor Participant) by any federal, state or local government or taxing authority on an Indemnitee that are imposed on, based upon on or measured by the Indemnitee's net by, gross receipts, gross income, or which relieve Indemnitee fromnet income (including, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchisewithout limitation, net worthcapital gains taxes, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Leaseminimum and alternative taxes and taxes on tax preference items); and (Dd) Participation Agreement Taxes based upon imposed on any Indemnitee in the voluntary transfernature of penalties, assignment additions to tax, interest or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during fines as a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso result of the preceding sentencefailure by such Indemnitee to file, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), the appropriate filing procedure and on a timely basis any returns as to which the Parent or an Owner has timely notified such Indemnitee which is not incorporated under the laws in writing of the United States, or a state thereof, requirement to file and which has complied with Section 7.3 and delivered copies of tax forms referred provided in reasonable detail instructions relating to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income taxsuch requirements. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee4.

Tax Indemnity. Lessee shall pay, defend and, on written demand, indemnify, protect, defend, save and keep each Indemnitee harmless (pay on an after-tax basis in accordance with Section 7.5) basis, and on written demand shall indemnify and hold each Indemnitee harmless from and against, any and all Taxes, howsoever imposed, on or with respect to any Indemnitee, any System or Equipment the Leased Property or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthe Leased Property, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States, or by any taxing authority outside the United States, in connection with or in any way relating to to: (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, purchase, repurchase, sale, return or other application or disposition of all or any part of any System or Equipment the Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Leased Property or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by described in the Operative DocumentsDocuments or the enforcement thereof; providedPROVIDED, howeverHOWEVER, that the indemnification obligation of this Section first sentence of SECTION 7.2(a) shall not apply to (A1) Taxes which are based upon or measured by the Indemnitee's net incomeincome (except (x) that Lessee shall pay or reimburse, and indemnify and hold harmless, any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which relieve has complied with SECTION 7.3, from any deduction or withholding of any United States Federal income tax, and (y) to the extent necessary that payments under this SECTION 7.2 are made to an Indemnitee fromon a grossed-up basis within the meaning of SECTION 7.6, and (z) Lessee shall pay or reimburse and indemnify and hold Indemnitee harmless against taxes imposed by a state taxing jurisdiction solely as a result of: (A) the operating, registration, location, presence or use of the Leased Property or any actual Tax based upon part thereof in such jurisdiction, or measured by Indemnitee's net income; (B) the place of incorporation, principal office, corporate domicile or the activities of Lessee in such jurisdiction), (2) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental rental, license, property or similar Taxes); (C3) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment the Leased Property (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D4) Participation Agreement Taxes based upon imposed on an Indemnitee to the voluntary transfer, assignment extent that such Taxes would not have been imposed on such Indemnitee but for the willful misconduct or disposition by Participant gross negligence of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of DefaultIndemnitee. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, reimburse and indemnify protect, defend, save and keep hold harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is for any Taxes or any increase in Taxes imposed on such Indemnitee net of any decrease in Taxes realized by such Indemnitee, to the extent that such tax increase or decrease would not incorporated under have occurred if on the laws Advance Date the Participant had advanced funds to Lessee in the form of a loan to Lessee secured by the Leased Property in an amount equal to the Advance funded on such date, with the interest component of debt service for such loan equal to the Basic Rent payable on each scheduled Payment Date and a principal balance at the maturity of such loan in an amount equal to the then outstanding amount of the United States, or a state thereof, Certificate Amounts and which has complied with Section 7.3 and delivered copies Loans at the end of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding the term of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each IndemniteeLease.

Tax Indemnity. Each Lessee Party shall pay, defend and, on ------------- written demand, indemnify, protect, defend, save indemnify and keep hold each Indemnitee harmless (on an after-tax basis in accordance with Section 7.57.4) from and against, any and all Taxes, ----------- howsoever imposed, on or with respect to any Indemnitee, any System or Equipment the Site or any portion thereof, any Operative Document or any Lessee Party or any other sublessee or user of any System or Equipment, the Site by any Governmental Authority in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment the Site or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Site or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Trust Certificate, or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Site or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, -------- however, that the indemnification obligation of this Section 7.2(a) shall not apply to ------- (Ai) Taxes which are based upon or measured by the Indemnitee's net incomeincome (including taxes based on minimum taxes or capital gains), or which are expressly in substitution for, or relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (Bii) Taxes characterized any Tax or imposition to the extent, but only to such extent, it relates to any act, event or omission that occurs after the termination of the Lease and the discharge of all of Lessee's obligations under local law the Operative Documents which were matured at the time of such termination (but not any Tax or imposition that relates to any period prior to the discharge of all of Lessee's obligations under the Operative Documents which were matured at the time of such termination) unless such termination is the result of a Lease Event of or the Site has been transferred to Lessee; (iii) any interest or penalties imposed on an Indemnitee as franchisea result of the failure of such Indemnitee to comply with its obligations set forth in Section 7.2(d), net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes-------------- unless such failure results from the failure of Lessee to comply with its obligations set forth in Section 7.2(d); (Civ) any Taxes which are imposed on an ------ Indemnitee as a result of a breach of a covenant or representation by such Indemnitee in any Operative Document (unless caused by a Lessee Party's breach of its representation, warranties or covenants) or is a result of the gross negligence or willful misconduct of such Indemnitee itself (as opposed to gross negligence or willful misconduct imputed to such Indemnitee), but not Taxes imposed as a result of ordinary negligence of such Indemnitee; (v) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment of the Site (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease) or any involuntary transfer of any interest in any of the Site resulting from the bankruptcy or insolvency of the Agent, Lessor or any Participant (other than in connection with the existence of a Lease Event of Default); (vi) any gift, inheritance, franchise or estate Taxes; (vii) taxes and (D) Participation Agreement Taxes impositions that are imposed by any state or local jurisdiction or taxing authority within any state or local jurisdiction and that are based upon or measured by the net income or net receipts (including any minimum taxes, withholding taxes or taxes on or measured by capital, net worth, excess profits or items of tax preference or taxes that are capital stock, franchise or doing business taxes); (viii) any Tax or imposition for so long as, but only for so long as, it is being contested in accordance with the provisions of this Agreement; (ix) any Taxes or impositions that are enacted or adopted by their express terms as a substitute for any Tax that would not have been indemnified against pursuant to the terms of Section 7.2(a) of this Agreement; (x) any Taxes -------------- or impositions to the extent that such Taxes are actually reimbursed to the Lessor by another Person other than an Affiliate of the Lessor; (xi) in the event of a voluntary transfer, assignment or disposition by Participant disposition, or any involuntary transfer of any Note interest in any of the Site resulting from the bankruptcy or Certificate insolvency of Lessor (other than in connection with the existence of a Lease Event of Default), any Tax or any imposition imposed on a direct or indirect transferee, successor or assign of the Lessor to the extent of the excess of such Taxes over the amount of such Taxes that would have been imposed had there not been a transfer by the original Lessor of an interest thereinarising under the Operative Documents, except such transfers occurring during unless a Lease Event of Default shall have occurred and be continuing; and (xii) any Taxes or Loan Event impositions imposed on the Lessor that are a result of Defaultthe Lessor not being considered a "United States person" as defined in Section 7701(a)(30) of the Code. Notwithstanding the proviso of the preceding sentence, Lessee Parties shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5)hold harmless, any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent7.3, from any ----------- deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee Except as otherwise provided in this Section 7.4, each Guarantor and each Lessee, jointly and severally, shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment Lessee, any Guarantor, any Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Except as --------------------- ------------- otherwise provided in this Section 7.4, the Lessee shall paypay on an After-Tax ----------- Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and ----- individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of --- ----------- "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Tax Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment the Lessee, the partnership interests in the Lessor, the Leased Property or any portion thereofthereof or the Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System the Leased Property or Equipment the partnership interests in the Lessor or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Leased Property, the Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Lessee Except as --------------------- ------------- otherwise provided in this Section 7.4, each Obligor, jointly and severally, ----------- shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for ----- --- the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts ----------- imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment Obligor, any Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. The Lessee shall pay, defend and, on written demand, indemnify, protect, defend, save indemnify and keep each Indemnitee hold harmless (on an afterAfter-tax basis in accordance with Section 7.5) Tax Basis each Tax Indemnitee from and against, against any and all Taxes, howsoever Claims for Taxes which may be imposed, on or with respect to any Tax Indemnitee, any System or Equipment the Facility or any portion thereof, any Operative Document or the Lessee or any sublessee or user of any System or Equipment, by any Governmental Authority the Facility in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, salesale (including any sale pursuant to Article V, VII or XIV of the Lease), return or other application or disposition of all or any part of any System or Equipment interest in the Facility or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Facility or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Facility or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements theretothereto (except to the extent not initiated or requested by or consented to by the Lessee in writing), and (vi) the issuance of the Notes and making of the Investor Contribution, (vii) any contract relating to the construction, acquisition or delivery of the Facility or any interest therein and (viii) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a9.2(a) shall not apply to (A) Taxes (other than Taxes that are or are in the nature of, sales, use, rental, transfer, property, stamp, value added or similar Taxes) which are based upon or measured by the Tax Indemnitee's ’s net receipts or net income, or which relieve Indemnitee from, are in substitution for any actual Tax based upon or measured by such Tax Indemnitee's ’s net incomereceipts or net income (including Taxes that are or are in the nature of minimum Taxes, capital gains, branch profit Taxes, Tax preference items or alternative minimum Taxes); provided, that such Taxes shall not be excluded under this clause A to the extent such Taxes would have been imposed had the location, possession or use of the Facility or any part thereof or interest therein, the location or the operation of the Lessee in, or the Lessee’s making payments under the Operative Documents from the jurisdiction imposing such Taxes been the sole connection between such Tax Indemnitee and the jurisdiction imposing such Taxes; provided, further, that this clause A shall not be interpreted to prevent a payment being made on an After-Tax Basis if such payment is otherwise required to be so made; (B) Taxes characterized under state or local law as franchise, net worth, or shareholder's ’s capital (excluding, however, any value-addedother than Taxes that are or are in the nature of, sales, use, rental licenserental, property transfer, property, stamp, value added or similar Taxes); (C) if no Lease Event of Default exists, Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor a Tax Indemnitee or any Participant Affiliate thereof of any interest in such Tax Indemnitee, or any System interest in any of the Facility, the Notes or Equipment the Investor Amount or any part thereof or any interest therein (other than a transfer transfers pursuant to the exercise of remedies under Security Documents, transfers pursuant to the Operative DocumentsAssignment Agreement, transfers pursuant to the exercise of the Sale Option or a Purchase Option, a transfer to Lessee or the Remarketing Option or otherwise pursuant to the LeaseLease or at the request of the Lessee or the Guarantor); and (D) Participation Agreement Taxes based upon , but only as to amounts in excess of that which would have been payable by the voluntary Lessee or Guarantor if no transfer, assignment or disposition had occurred; (D) Taxes imposed or payable by Participant a Tax Indemnitee to the extent imposed with respect to any period after the later of (x) the termination of the Lease and (y) the return of the Facility; (E) any Note Tax to the extent that such Tax would have been imposed without regard to the transactions contemplated by the Operative Documents; (F) Taxes or Certificate liability resulting from any prohibited transaction described in Section 406 or 407 of ERISA or Section 4975(c) of the Code or any interest thereinsuccessor provisions thereto that may arise in connection with any transaction contemplated by the Operative Documents; (G) Taxes imposed against or payable by a Tax Indemnitee pursuant to Section 3406 of the Code; (H) any interest, penalties or additions to Tax imposed against or payable by a Tax Indemnitee that are the result of the failure of such Tax Indemnitee to file any return properly and timely, unless such failure is caused by the failure of the Lessee or the Guarantor to forward to such Tax Indemnitee any information such Tax Indemnitee has reasonably requested from the Lessee or the Guarantor (other than information reasonably obtainable by, or in the possession of, such Tax Indemnitee) or to provide such Tax Indemnitee on a timely basis with any notifications or notices received by the Lessee or the Guarantor with respect to such return from any applicable Taxing authority; and (I) except such transfers occurring during a Lease Event of Default or Loan Event of Defaultas set forth in Section 9.3, withholding Taxes. Notwithstanding the proviso foregoing, (x) the Lessee and the Guarantor shall not be required to indemnify under this Section 9.2 for (1) as to any particular Tax Indemnitee, any Claim to the extent resulting from the gross negligence, willful misconduct or criminal conduct of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless such Tax Indemnitee itself (on an after-tax basis in accordance with Section 7.5as opposed to such conduct being imputed to such Tax Indemnitee), any representation or warranty by such Tax Indemnitee which in any of the Operative Documents being incorrect in any material respect, or the breach by such Tax Indemnitee of any of the provisions of the Operative Documents, except to the extent such breach is not incorporated under caused by a breach by the laws Lessee or the Guarantor of any of its representations and warranties; and (2) any Claim resulting from Lessor Liens and (y) the Lessee shall be required to indemnify for Taxes imposed by a jurisdiction outside of the United StatesStates as a result of (i) the payment by the Lessee or the Guarantor of any amount pursuant to this Participation Agreement or the other Operative Documents from, (ii) the booking by the Lessee of some or all of the transaction contemplated by the Operative Documents in, (iii) the location, possession or use of the Facility or any part thereof or interest therein in, or (iv) the location or the operation of the Lessee in such jurisdiction. Notwithstanding the foregoing, the exclusions from the Lessee’s indemnification obligation of this Section 9.2(a) set forth in sub-clauses (A), (B), (C) and (D) (to the extent that any such Tax is imposed by its express terms in lieu of or in substitution for a state thereofTax set forth in subclauses (A), (B), (C) and which has complied with Section 7.3 and delivered copies of tax forms referred (D) above) shall not apply (but the other exclusions shall apply) to any Taxes or any increase in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding Taxes imposed on a Tax Indemnitee net of any United States Federaldecrease in Taxes realized by such Tax Indemnitee, state to the extent that the imposition of such Taxes or local income tax. All indemnities contained such Tax increase (or, if applicable, such decrease in this Section 7.2(aTaxes) are expressly made would not have occurred if on the Advance Date the Lessor had advanced funds to the Lessee in the form of a loan secured by the Facility in an amount equal to the Funding funded on the Advance Date, with debt service for such loans equal to the benefit of, Base Rent payable on each Scheduled Payment Date and shall be enforceable by, each Indemniteea principal balance at the maturity of such loan in an amount equal to the Purchase Price at the end of the Lease Term.

Tax Indemnity. Lessee Except as otherwise provided in this Section 7.4, each Lessee, jointly and severally, shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as “Taxes” and individually as a “Tax” (for the purposes of this Section 7.4, howsoever imposedthe definition of “Taxes” includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, any System or Equipment Lessee, Concord, any Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso foregoing, during the Construction Term for any Construction Land Interest, (i) the Lessees shall only be obligated to indemnify the Lessor with respect to Taxes related to such Construction Land Interest, (ii) Lessor hereby indemnifies the other Tax Indemnitees (as defined in clause (ii) of the preceding sentencedefinition thereof) for such Taxes, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under to the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, extent that Lessor receives payment therefor from any deduction Lessee or withholding the Construction Agent and (iii) subject to the terms and conditions of any United States Federalthis Master Agreement, state or local income taxproperty taxes with respect to such Construction Land Interest will be funded with the proceeds of Advances. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.42

Tax Indemnity. Except as otherwise provided in this Section 7.4, the Lessee shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as "Taxes" and individually as a "Tax" (for the purposes of this Section 7.4, howsoever imposedthe definition of "Taxes" includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, the Lessee, any System or Equipment Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.any

Tax Indemnity. Except as otherwise provided in this Section 7.4, the Lessee shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as “Taxes” and individually as a “Tax” (for the purposes of this Section 7.4, howsoever imposedthe definition of “Taxes” includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document)) imposed on or with respect to any Tax Indemnitee, the Lessee, CheckFree, any System or Equipment Leased Property or any portion thereofthereof or any Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment any Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Note or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Leased Property, any Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the related Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant . Notwithstanding anything to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained contrary in this Section 7.2(a7.4, during the Construction Term for any Construction Land Interest, (i) are expressly made the Lessee shall only be obligated to indemnify the Lessor and its Affiliates, successors, permitted assigns, permitted transferees, employees, officers, directors and agents, with respect to Taxes related to such Construction Land Interest, (ii) Lessor hereby indemnifies the other Tax Indemnitees (as defined in clause (ii) of the definition thereof) for such Taxes, to the benefit of, extent that Lessor receives payment therefor from the Lessee and (iii) the Lessee shall not be enforceable by, each Indemniteeobligated to indemnify the Lessor or the Lenders with respect to any Taxes that result from a change in law occurring after the Initial Closing Date.

Tax Indemnity. Lessee shall paypay on a Grossed-up Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Indemnitee at all times harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all TaxesTaxes actually imposed on, howsoever imposedor borne by, such Indemnitee, on or with respect to any Indemnitee, any System each Leased Property or Equipment or any portion thereof, any Operative Document or the Lessee or any sublessee or user of any System or Equipment, Leased Property by any Governmental Authority taxing Authority, in connection with or in any way relating to to: (iA) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or addition, substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, repurchase, sale, return or other application or disposition of all or any part of any System or Equipment each Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon; (B) the payment of Interim Rent, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment each Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, therein; (iiiC) the payment of any other amount paid or payable pursuant to the Notes, the Certificates Equity Investment or any other Operative Documents, ; (D) each Leased Property or any part thereof or any interest therein or the property or the income or other proceeds with respect to thereto; (E) the property held in the Trust Estateexecution, (iv) any System delivery, filing, registration or Equipment or any part thereof or any interest therein, (v) all or recording of any of the Operative Documents, any other documents contemplated thereby Documents and any amendments and supplements thereto, ; and (viF) otherwise with respect to or in connection with the transactions contemplated by the Operative DocumentsDocuments or the enforcement thereof; provided, however, that the indemnification obligation of this Section 7.2(a7.2(a)(i) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.to:

Tax Indemnity. Lessee shall pay, defend andLessee, on written demand, indemnify, protect, defend, save shall indemnify and keep hold each Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, on an After-Tax Basis, any and all Taxes, howsoever that are imposed, on or with respect to any such Indemnitee, any System by the United States or Equipment or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipment, by any Governmental Authority state or local government or other taxing authority in the United States, or by any taxing authority outside the United States, in connection with or in any way relating to to: (i) the manufacture, acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, transport, location, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or addition, substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, purchase, repurchase, sale, return return, abandonment, importation, exportation or other application or disposition of all or any part of any System or Equipment Aircraft leased by it or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts hire, receipts, income or earnings arising from or received with respect to the Equipment any Aircraft or any part thereofthereof leased by it, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the NotesCertificates, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment Aircraft or any part thereof leased by it or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative DocumentsDocuments or the enforcement thereof; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to: (1) Taxes (including franchise taxes) in respect of the overall net income or capital gains of an Indemnitee (other than Taxes imposed on the Certificate Trustee, the Trust or the Trust Estate) imposed by (x) any governmental or taxing authority of the jurisdiction in which such Indemnitee is organized and, in the case of a Lender, the jurisdiction in which its LIBOR Office is located or (y) any other governmental or taxing authority; provided, however, that in the case of Taxes imposed by a government or taxing authority not described in clause (x), such Taxes shall not be excluded from the indemnification obligation of this Section 7.2(a) to the extent that such Taxes would have been imposed had (A) Taxes which are based upon the location, possession or measured by the Indemnitee's net incomeuse of any Aircraft, any Airframe, or which relieve Indemnitee any Related Engine in, the location or the operation of the Lessee or any use of any Aircraft, any Airframe or any Related Engine in, or the making of payments under the Operative Documents from, any actual Tax based upon or measured by Indemnitee's net income; the jurisdiction imposing such Taxes and/or (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant activities of any interest one or more of the Indemnitees in any System the jurisdiction imposing the Taxes in connection with its or Equipment (other than a transfer pursuant to the exercise their enforcement of remedies under the Operative Documents, transfers pursuant been the sole connection between such Indemnitee and the jurisdiction imposing such Taxes; provided further, that this clause (1) shall not be interpreted to the exercise of the Sale Option or Purchase Option, prevent a transfer payment from being made on an After-Tax Basis if such payment is otherwise required to Lessee or otherwise pursuant to the Lease)be so made; and (D2) Participation Agreement Taxes based upon the that result from (x) a voluntary transfer, assignment assignment, participation or other voluntary disposition by the Indemnitee or any of its Affiliates of all or any portion of its interest in any Aircraft, any Airframe, any Related Engine, any Collateral, the Trust Estate, any Indemnitee, the Certificates or the Operative Documents (other than a transfer or disposition by Participant resulting from (A) an Indemnitee's exercise of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5), any Indemnitee which is not incorporated remedies under the laws of Lease during the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.occurrence

Tax Indemnity. Lessee shall pay, defend and, on written demand, indemnify, protect, defend, save ------------- indemnify and keep each Indemnitee hold harmless (on an after-tax basis (in accordance with Section ------- 7.5) each Indemnitee from and against, any and all Taxes, howsoever imposed, on --- or with respect to any Indemnitee, any System or Equipment the Leased Property or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or Equipment, the Leased Property by any Governmental Authority in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, salesale (including, without limitation, any sale pursuant to Section 8.2 or Section 9.1), return or ----------- ----------- other application or disposition of all or any part of any System or Equipment interest in the Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Leased Property or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative DocumentsOverall Transaction; provided, however, that the -------- ------- indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes -------------- which are based upon or measured by the Indemnitee's net income or alternative minimum taxable income, or which are expressly in substitution for, or relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); and (C) if no Event of Default exists, Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant Certificate Purchaser of any interest in any System or Equipment of the Leased Property (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5)hold harmless, any Indemnitee (A) from any Tax to the extent such Tax would not have been imposed if on the Initial Advance Date Lessor had advanced funds directly to Lessee in the form of a loan secured by the Leased Property in an amount equal to the aggregate amounts advanced on the Advance Dates with the debt service for such loan equal to the rents payable pursuant to the Lease and a principal balance due at the end of the Lease Term in the amount of the Lease Balance remaining at the end of the Lease Term; and (B) which is not incorporated under the laws of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent7.3, from any deduction or ----------- withholding of any United States Federal, state or local Federal income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.

Tax Indemnity. Except as otherwise provided in this Section 7.4, the Lessee shall paypay on an After-Tax Basis, defend and, and on written demand, indemnify, protect, defend, save demand shall indemnify and keep hold each Tax Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and against, any and all fees (including, without limitation, documentation, recording, license and registration fees), taxes (including, without limitation, income, gross receipts, sales, rental, use, turnover, value-added, property, excise and stamp taxes), levies, imposts, duties, charges, assessments or withholdings of any nature whatsoever, together with any penalties, fines or interest thereon or additions thereto (any of the foregoing being referred to herein as “Taxes” and individually as a “Tax” (for the purposes of this Section 7.4, howsoever imposedthe definition of “Taxes” includes amounts imposed on, incurred by, or asserted against each Tax Indemnitee as the result of any prohibited transaction, within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the Code, arising out of the transactions contemplated hereby or by any other Operative Document, provided, however, that such prohibited transaction is related solely to a Plan, Pension or Multiemployer Plan )) imposed on or with respect to any Tax Indemnitee, any System or Equipment the Lessee, the Leased Property or any portion thereofthereof or the Land, any Operative Document or Lessee or any sublessee or user of any System or Equipmentthereof, by the United States or by any Governmental Authority state or local government or other taxing authority in the United States in connection with or in any way relating to (i) the acquisition, financing, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment the Leased Property or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Leased Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Note or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Leased Property, the Land or any part thereof or any interest thereintherein (including, without limitation, all assessments payable in respect thereof, including, without limitation, all assessments noted on the Title Policy), (v) all or any of the Operative Documents, any other documents contemplated thereby and thereby, any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; provided, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (A) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease Event of Default or Loan Event of Default. Notwithstanding the proviso of foregoing, during the preceding sentenceConstruction Term, (i) the Lessee shall pay or reimburseonly be obligated to indemnify the Lessor with respect to Taxes related to the Leased Property, (ii) Lessor hereby indemnifies the other Tax Indemnitees for such Taxes, to the extent that Lessor receives payment therefor from the Construction Agent and indemnify protect(iii) subject to the terms and conditions of this Master Agreement, defend, save and keep harmless (on an after-tax basis in accordance property taxes with Section 7.5), any Indemnitee which is not incorporated under respect to the laws Leased Property will be funded with the proceeds of the United States, or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each IndemniteeAdvances.

Tax Indemnity. (a) Lessee shall payagrees to pay or reimburse Lessor for, defend andand to indemnify and hold Lessor harmless from, on written demandall fees (including, indemnifybut not limited to, protectlicense, defenddocumentation, save recording and keep each Indemnitee harmless (on an after-tax basis in accordance with Section 7.5) from and againstregistration fees), any and all sales, use, gross receipts, personal property, occupational, value added or other taxes, levies, imposts, duties, assessments, charges, or withholding of any nature whatsoever, together with any penalties, fines, additions to tax, or interest thereon (all of the foregoing being hereafter referred to as "Taxes") arising at any time during the term of this Lease, howsoever imposedor upon expiration or early termination of this Lease and levied or imposed upon Lessor directly or otherwise by any federal, on state or local government in the United States upon or with respect to any Indemnitee, any System or Equipment or any portion thereof, any Operative Document or Lessee or any sublessee or user of any System or (1) the Equipment, by any Governmental Authority in connection with or in any way relating to (i2) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejectionregistration, purchase, ownership, delivery, leasing, possession, rentaluse, leaseoperation, sublease, repossessionstorage, maintenance, repair, alterationreturn, modification, addition or substitution, storagesale, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereonthereof, (ii3) Base Rent or Supplemental Rent or the receipts rentals, receipts, or earnings arising from or received with respect to the Equipment or any part thereofEquipment, or any interest therein disposition of the rights to such rentals, receipts, or any applications or dispositions thereofearnings, (iii4) any other amount paid or payable payment pursuant to the Notesthis Lease, the Certificates or any other Operative Documents, the property (5) this Lease or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment transaction or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; providedexcluding, however, that the indemnification obligation of this Section 7.2(a) shall not apply to (Ai) Taxes which are based upon or measured by Lessor's gross or net income (other than Taxes in the Indemniteenature of sales or use taxes) imposed or levied by the United States or any state thereof, (ii) U.S. federal withholding Taxes unless Lessee is a United States Person as defined in section 7701 of the Code; (iii) state or local Taxes on Lessor's net incomereceipts, capital or franchise, (other than Taxes in the Exhibit 10.8a nature of sales or use taxes); (iv) income or franchise Taxes imposed by any jurisdiction in which Lessor is organized or doing business; (v) any Taxes imposed as a result of the gross negligence or willful misconduct of Lessor; (vi) any Taxes imposed as a result of a breach by Lessor of its obligations under this Lease; (vii) any Taxes imposed as a result of a transfer of any Item of the Equipment or any interest under the Lease by Lessor other than a sale or other transfer (A) to Lessee, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (B) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (C) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest therein, except such transfers occurring during a Lease an Event of Default or Loan Event Casualty Occurrence; (viii) any Taxes imposed as a result of Default. Notwithstanding activities of Lessor unrelated to the proviso Lease; (ix) Taxes relating to any period after return of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless Equipment as required hereunder unless relating to a lien period during the term of the Lease; (on an after-tax basis x) any Tax so long as it is being contested in accordance with Section 7.5), any Indemnitee which is not incorporated under the laws terms of the United States, Lease; and (xi) any Taxes that would not have been payable if Lessor had issued an appropriate exemption or a state thereof, and which has complied with Section 7.3 and delivered copies of tax forms referred to in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemniteeresale certificate.

Tax Indemnity. Lessee shall pay, defend and, on written demand, indemnify, protect, defend, save indemnify and keep hold each Indemnitee harmless (on an after-tax basis in accordance with Section SECTION 7.5) from and against, any and all Taxes, howsoever imposed, on or with respect to any Indemnitee, any System or Equipment the Property or any portion thereof, any Original Operative Document, any Operative Document or Lessee or any sublessee or user of any System or Equipment, the Property by any Governmental Authority in connection with or in any way relating to (i) the acquisition, mortgaging, design, construction, preparation, installation, inspection, delivery, non-delivery, acceptance, rejection, purchase, ownership, possession, rental, lease, sublease, repossession, maintenance, repair, alteration, modification, addition or substitution, storage, transfer of title, redelivery, use, financing, refinancing, operation, condition, sale, return or other application or disposition of all or any part of any System or Equipment the Properties or the imposition of any Lien (or incurrence of any liability to refund or pay over any amount as a result of any Lien) thereon, (ii) Base Basic Rent or Supplemental Rent or the receipts or earnings arising from or received with respect to the Equipment Property or any part thereof, or any interest therein or any applications or dispositions thereof, (iii) any other amount paid or payable pursuant to the Notes, the Certificates Notes or any other Operative Documents, the property or the income or other proceeds with respect to the property held in the Trust Estate, (iv) any System or Equipment the Property or any part thereof or any interest therein, (v) all or any of the Operative Documents, any other documents contemplated thereby and any amendments and supplements thereto, and (vi) otherwise with respect to or in connection with the transactions contemplated by the Operative Documents; providedPROVIDED, howeverHOWEVER, that the indemnification obligation of this Section SECTION 7.2(a) shall not apply to Taxes (Ai) Taxes which are based upon or measured by the Indemnitee's net income, or which relieve Indemnitee from, any actual Tax based upon or measured by Indemnitee's net income; (Bii) Taxes characterized under local law as franchise, net worth, or shareholder's capital (excluding, however, any value-added, sales, use, rental license, property or similar Taxes); (Ciii) Taxes based upon the voluntary transfer, assignment or disposition by Administrative Agent, Lessor or any Participant of any interest in any System or Equipment the Property (other than a transfer pursuant to the exercise of remedies under the Operative Documents, transfers pursuant to the exercise of the Sale Remarketing Option or Purchase Option, a transfer to Lessee or otherwise pursuant to the Lease); (iv) which are Federal net income taxes (except to the extent covered to make payments, where required, on an after-tax basis) as well as amounts withheld from any payment to any Indemnitee that is not a United States Person as defined in Section 7701(a)(30) of the Code which has not complied with SECTION 7.3 (other than any such Indemnitee that has complied with SECTION 7.3 on or before the first Payment Date that it has become a "Lender" but that is subsequently rendered unable to comply with SECTION 7.3 by reason of a circumstance described in Section 2.11(a) of the Loan Agreement); (v) imposed by state and (D) Participation Agreement Taxes based upon the voluntary transfer, assignment or disposition by Participant of any Note or Certificate or any interest thereinlocal governments as net income Taxes, except such transfers occurring during a Lease Event incremental Taxes imposed on the Lessor by the Commonwealth of Default Massachusetts; or Loan Event (vi) attributable to any Lessor Lien or the gross negligence or willful misconduct of Defaultthe Indemnitee. Notwithstanding the proviso of the preceding sentence, Lessee shall pay or reimburse, and indemnify protect, defend, save and keep harmless (on an after-tax basis in accordance with Section 7.5)hold harmless, any Indemnitee which is not incorporated under the laws a United States Person as defined in Section 7701 (a) (30) of the United States, or a state thereofCode, and which has complied with Section SECTION 7.3 and delivered copies or any Indemnitee that is a Lender that has complied with SECTION 7.3 on or before the first Payment Date that it becomes a "Lender" but which is subsequently rendered unable to comply with SECTION 7.3 by 38 Participation Agreement reason of tax forms referred to a circumstance described in Section 7.3 to Lessee, Certificate Trustee and Administrative Agent2.11(a) of the Loan Agreement, from any deduction or withholding of any United States Federal, state or local income tax. All indemnities contained in this Section SECTION 7.2(a) are expressly made for the benefit of, and shall be enforceable by, each Indemnitee.