Common use of Exceptions to Indemnity Clause in Contracts

Exceptions to Indemnity. Notwithstanding anything to the contrary in this Agreement or any other Operative Document, the indemnity provided for in this Exhibit G does not extend to any of the following Taxes: (a) Taxes that are based on or measured by gross or net income or receipts, capital or net worth or capital stock, capital adequacy, or reserves or that are capital gains Taxes, excess profits Taxes, minimum or alternative minimum Taxes, accumulated earnings Taxes, personal holding company Taxes, succession Taxes, estate Taxes, franchise Taxes, doing business Taxes, or similar Taxes; PROVIDED, HOWEVER, that this exception (a) shall not apply to (i) Taxes that are in the nature of sales, use, or property Taxes or (ii) Taxes if Taxes of such type would not have been incurred by a Tax Indemnitee but for the use, operation, location, or registration of the Aircraft by Lessee or any Affiliate thereof or any sublessee, or the activities or place of incorporation or business organization of Lessee or any Affiliate of Lessee, in a jurisdiction in which such Taxes have been incurred (PROVIDED, HOWEVER, that Lessee shall only incur responsibility for Taxes of such type only if and to the extent that such Taxes are imposed as a result of such use, operation, location, registration, or activities and not as a result of the activity of a Tax Indemnitee and PROVIDED, FURTHER, that this clause (ii) shall not apply to any Taxes of such type imposed by any Federal, state or local government, political subdivision, or taxing authority in the United States); (b) withholding taxes imposed on any indebtedness of any Tax Indemnitee; (c) Taxes incurred by a Tax Indemnitee or any of its Affiliates by (A) engaging in activities in the jurisdiction imposing such Tax which activities or property are unrelated to the transactions contemplated by this Lease or other Operative Documents, (B) being incorporated therein or maintaining an office or having a place of business therein and (C) such Tax Indemnitee's failure to file any form, document or certificate within thirty (30) days following notice by Lessee to such Tax Indemnitee that such form, document or certificate is required to be filed in order to avoid or mitigate applicability of such Tax; (d) Taxes (including excess taxes) incurred as the result of any voluntary or involuntary transfer or Financing by Lessor or any other Tax Indemnitee of any interest in the Aircraft, any part thereof, this Lease or any Operative Document, the Trust Estate or in the Lessor or any Tax Indemnitee except following (w) an Event of Default in the exercise of remedies, (x) the exercise of the Purchase Option pursuant to the Lease, (y) the substitution, replacement, modification, pooling or improvement of the Aircraft or any part thereof pursuant to Article IX of the Lease, or (z) an Event of Loss; (e) Taxes incurred by any Tax Indemnitee because of a Lessor's Lien or the gross negligence or willful misconduct of such Tax Indemnitee or the breach or inaccuracy of any representation, warranty or covenant of such Tax Indemnitee in this Lease or any other Operative Document; (f) Taxes attributable to acts or events occurring after the redelivery of the Aircraft to the Lessor, except to the extent fairly attributable to acts or events occurring prior thereto; (g) Taxes imposed against a transferee of a Tax Indemnitee to the extent of the excess of such Taxes over the amount of such Taxes which would have been imposed had there not been a transfer by an original Tax Indemnitee of any interest of such Tax Indemnitee in the Aircraft, the Trust Estate, or the Operative Documents; (h) Taxes for which the Lessee is obligated to indemnify the Beneficiary under the Tax Indemnity Agreement; (i) United States withholding taxes imposed on payments to a foreign person (other than any such withholding taxes imposed on payments to Aero); (j) Taxes imposed with respect to any fees received by or the Owner Trustee; (k) interest, penalties, fines or additions to tax to the extent they relate to Taxes for which no indemnity would be payable by the Lessee pursuant to this Section 1.02; (l) Taxes imposed by section 4975 of the Code; or (m) Taxes arising from or attributable to the like-kind exchange transaction described in Section 10(b)(vi) of the Purchase Agreement to the extent such Taxes exceed the amount of Taxes that would have been imposed in the absence of such like-kind exchange transaction.

Exceptions to Indemnity. Notwithstanding anything to the contrary in this Agreement or any other Operative Document, the The indemnity provided for in this Exhibit G Article 16.1 does not extend to any of the following Taxes (hereinafter referred to as "LESSOR's Taxes:"): (a) Taxes that are based imposed by the U.S. or by any state within the U.S. on the net income, profits or measured by gains, gross or net income or receipts, capital or net worth or capital stock, capital adequacy, or reserves or that are capital gains Taxes, excess profits Taxes, minimum or alternative minimum Taxes, accumulated earnings Taxes, personal holding company Taxes, succession Taxes, estate Taxes, franchise Taxes, doing business Taxes, or similar Taxes; PROVIDED, HOWEVER, that this exception (a) shall not apply to (i) Taxes that are in the nature of sales, use, or property Taxes or (ii) Taxes if Taxes of such type would not have been incurred by a Tax Indemnitee but for the use, operation, location, or registration of the Aircraft by Lessee or any Affiliate thereof or any sublessee, or the activities or place of incorporation or business organization of Lessee or any Affiliate of Lessee, in a jurisdiction in which such Taxes have been incurred (PROVIDED, HOWEVER, that Lessee shall only incur responsibility for Taxes of such type only if and to the extent that such Taxes are imposed as a result of such use, operation, location, registration, or activities and not as a result of the activity of a Tax Indemnitee and PROVIDED, FURTHER, that this clause (ii) shall not apply to any Taxes of such type imposed by any Federal, state or local government, political subdivision, or taxing authority in the United States)LESSOR; (b) withholding taxes imposed on any indebtedness Taxes attributable to the period, or an event occurring, prior to Delivery or after return of any Tax Indemniteethe Aircraft to LESSOR in accordance with this Lease; (c) Taxes incurred by a Tax Indemnitee attributable to LESSOR's gross negligence, willful misconduct or any breach of its Affiliates by (A) engaging in activities in the jurisdiction imposing such Tax which activities or property are unrelated to the transactions contemplated by this Lease or other Operative Documents, (B) being incorporated therein or maintaining an office or having a place of business therein and (C) such Tax Indemnitee's failure to file any form, document or certificate within thirty (30) days following notice by Lessee to such Tax Indemnitee that such form, document or certificate is required to be filed in order to avoid or mitigate applicability of such TaxLease; (d) Taxes (including excess taxes) incurred as the result of any voluntary or involuntary transfer or Financing by Lessor or any other Tax Indemnitee of any interest which LESSEE is contesting in the Aircraft, any part thereof, this Lease or any Operative Document, the Trust Estate or good faith in the Lessor or any Tax Indemnitee except following (w) an Event of Default in the exercise of remedies, (x) the exercise of the Purchase Option pursuant to the Lease, (y) the substitution, replacement, modification, pooling or improvement of the Aircraft or any part thereof pursuant to accordance with Article IX of the Lease, or (z) an Event of Loss16.5; (e) Taxes incurred imposed by any Tax Indemnitee because country other than the U.S. on the net income, gross receipts, capital or net worth of a LessorLESSOR but only to the extent that (i) such Taxes were not in any way connected with, due to or arising out of this Lease, LESSEE's Lien business operations or office locations in any such country or LESSEE's use and operation of the gross negligence Aircraft and (ii) such Taxes would be otherwise payable by LESSOR notwithstanding this Lease, LESSEE's business operations or willful misconduct office locations in any such country or LESSEE's use and operation of such Tax Indemnitee or the breach or inaccuracy of any representation, warranty or covenant of such Tax Indemnitee in this Lease or any other Operative DocumentAircraft; (f) excess Taxes attributable to acts imposed as a result of LESSOR's voluntary or events occurring after the redelivery involuntary transfer or other disposition of the Aircraft Aircraft, Engines or any Parts or this Lease (except a transfer or sale resulting directly from LESSEE's Default) provided that LESSEE remains responsible for payment of any Taxes and the specific amount of such Taxes that it would have been required to the Lessor, except to the extent fairly attributable to acts indemnify for had such voluntary or events occurring prior theretoinvoluntary transfer not occurred; (g) Taxes consisting of any interest, penalties or additions to tax imposed against on LESSOR as a transferee result, in whole or in part, of a failure of LESSOR to file any Tax Indemnitee return properly and timely, unless such failure shall be caused by the failure of LESSEE to the extent fulfill any obligations of the excess of such Taxes over the amount of such Taxes which would have been imposed had there not been a transfer by an original Tax Indemnitee of any interest of LESSEE under Section 16.7 with respect to such Tax Indemnitee in the Aircraft, the Trust Estate, or the Operative Documents;return; or (h) Taxes for which the Lessee is obligated to indemnify the Beneficiary under the Tax Indemnity Agreement; (i) United States withholding taxes imposed on payments to a foreign person (other than any such withholding taxes imposed on payments to Aero); (j) Taxes imposed with respect to any fees received by resulting from, or the Owner Trustee; (k) interest, penalties, fines or additions to tax to the extent they relate to Taxes for which no indemnity would be payable by the Lessee pursuant to this Section 1.02; (l) Taxes imposed by section 4975 of the Code; or (m) Taxes arising from or attributable to the like-kind exchange transaction described in Section 10(b)(vi) of the Purchase Agreement to the extent such Taxes exceed the amount of Taxes that would not have been imposed in the absence but for, any LESSOR's Lien arising as a result of such like-kind exchange transactionclaims against, or acts or omissions of, or otherwise attributable to, LESSOR or any related party.

Exceptions to Indemnity. Notwithstanding anything to the contrary in this Agreement or any other Operative Document, the The indemnity provided for in this Exhibit G Article 14.1 does not extend to any of the following Taxes (“Excluded Taxes:”): (a) Taxes that are based imposed upon a Tax Indemnitee on or measured by gross or the net income or receiptsincome, capital gains, profits, turnover, gross receipts or net worth or capital stock, capital adequacy, or reserves or that are capital gains Taxes, excess profits Taxes, minimum or alternative minimum Taxes, accumulated earnings Taxes, personal holding company Taxes, succession Taxes, estate Taxes, franchise Taxes, doing business Taxes, or similar Taxes; PROVIDED, HOWEVER, that this exception (a) shall not apply to (i) Taxes that are in the nature of sales, use, or property Taxes or (ii) Taxes if Taxes of such type would not have been incurred by a Tax Indemnitee but for the use, operation, location, or registration of the Aircraft by Lessee or any Affiliate thereof or any sublessee, or the activities or place of incorporation or business organization of Lessee or any Affiliate of Lessee, in a jurisdiction in which such Taxes have been incurred (PROVIDED, HOWEVER, that Lessee shall only incur responsibility for Taxes of such type only if and to the extent that such Taxes are imposed as a result of such use, operation, location, registration, or activities and not as a result of the activity of a Tax Indemnitee and PROVIDED, FURTHER, that this clause (ii) shall not apply to any or franchise or similar Taxes of such type imposed by any Federal, state or local government, political subdivision, or taxing authority in the United States)on a Tax Indemnitee; (b) withholding taxes Taxes imposed on any indebtedness upon a Tax Indemnitee attributable solely to facts or circumstances occurring during the period prior to Delivery or after the Termination Date and return of any Tax Indemniteethe Aircraft in the condition required hereunder; (c) Taxes incurred imposed upon a Tax Indemnitee to the extent attributable solely to such Tax Indemnitee’s willful misconduct or breach of this Lease or any agreement, document or instrument entered into and/or delivered in connection herewith (unless such breach was caused by an act or omission of Lessee); (d) Taxes imposed upon a Tax Indemnitee as a result of a sale, assignment, transfer or other disposition, whether voluntary or involuntary, by a Tax Indemnitee of all or any part of its Affiliates interests in the Aircraft and/or this Lease other than any such disposition arising as a result of the enforcement of any remedies by Lessor or Lessor’s Lender in connection with an Event of Default or a Total Loss; (Ae) engaging in Taxes imposed upon a Tax Indemnitee as a result of any past, present or future activities of such Tax Indemnitee in the jurisdiction imposing any such Tax Taxes which activities or property are unrelated to the transactions contemplated by this Lease or other Operative Documents, (B) being incorporated therein or maintaining an office or having a place of business therein and (C) such Tax Indemnitee's failure to file any form, document or certificate within thirty (30) days following notice by Lessee to such Tax Indemnitee that such form, document or certificate is required to be filed in order to avoid or mitigate applicability of such Tax; (d) Taxes (including excess taxes) incurred as the result of any voluntary or involuntary transfer or Financing by Lessor or any other Tax Indemnitee of any interest in the Aircraft, any part thereof, this Lease or any Operative Document, the Trust Estate or in the Lessor or any Tax Indemnitee except following (w) an Event of Default in the exercise of remedies, (x) the exercise of the Purchase Option pursuant to the Lease, (y) the substitution, replacement, modification, pooling or improvement of the Aircraft or any part thereof pursuant to Article IX of the Lease, or (z) an Event of Loss; (e) Taxes incurred by any Tax Indemnitee because of a Lessor's Lien or the gross negligence or willful misconduct of such Tax Indemnitee or the breach or inaccuracy of any representation, warranty or covenant of such Tax Indemnitee in this Lease or any other Operative Document; (f) Taxes attributable to acts a Lessor’s Lien or events occurring after the redelivery of the Aircraft to the Lessor, except to the extent fairly attributable to acts that such Taxes would not have arisen or events occurring prior theretobeen assessed in the absence of a Lessor’s Lien; (g) Taxes which, absent any Default by Lessee, constitute penalties, fines or interest imposed against a transferee on Taxes indemnified by Lessee hereunder where the imposition of a such penalties, fines or interest is caused solely by reason of the failure of any Tax Indemnitee to file tax returns pursuant to the extent of the excess of such Taxes over the amount of such Taxes which would have been imposed had there not been a transfer by an original Tax Indemnitee of requirements in any interest of relevant jurisdiction so long as such Tax Indemnitee is given notice about such filing requirement reasonably in advance of the Aircraft, the Trust Estate, or the Operative Documentsapplicable filing deadline and such Tax Indemnitee fails to exercise reasonable diligence and file such return; (h) Taxes for which the Lessee is obligated to indemnify the Beneficiary a Tax Indemnitee has received full payment under the Tax Indemnity Agreementany other provision of this Lease; (i) United States withholding taxes imposed on payments to a foreign person (other than any Taxes which are not yet due or are being contested in good faith by appropriate proceedings, during the pendency of such withholding taxes imposed on payments to Aero);proceedings; and (j) Taxes imposed with respect to any fees received by or the Owner Trustee; (k) interest, penalties, fines additional or additions to tax incremental Taxes to the extent they relate to Taxes for which no indemnity would be payable by the Lessee pursuant to this Section 1.02; (l) Taxes imposed by section 4975 of the Code; or (m) Taxes arising from or same are attributable to the like-kind exchange transaction described failure of a Tax Indemnitee to give timely notice of a claim under this Article 14 and/or to take timely action in Section 10(b)(vi) contesting or permitting the contest of any such Tax which may be contested by such Tax Indemnitee or, in accordance with this Article 14, Lessee if required to take such action, but only if such failure precludes or prejudices a contest of the Purchase Agreement to the extent such Taxes exceed the amount of Taxes that would have been imposed in the absence of such like-kind exchange transactionrelevant Tax(es).

Exceptions to Indemnity. Notwithstanding anything to the contrary in this Agreement or any other Operative Document, the The indemnity provided for in this Exhibit G Clause 16.2(ii) does not extend to any of the following Taxes: (a) Taxes that are on, based on on, or measured by gross or the net income or receiptsincome, profit, capital gain, capital or net worth or capital stock, capital adequacy, or reserves or that are capital gains Taxes, excess profits Taxes, minimum or alternative minimum Taxes, accumulated earnings Taxes, personal holding company Taxes, succession Taxes, estate Taxes, franchise Taxes, doing business Taxes, or similar Taxes; PROVIDED, HOWEVER, that this exception (a) shall not apply to (i) Taxes that are of any Indemnitee in the nature of sales, use, or property Taxes or (ii) Taxes if Taxes of such type would not have been incurred by a Tax Indemnitee but for the use, operation, location, or registration of the Aircraft by Lessee or any Affiliate thereof or any sublessee, or the activities or place of incorporation or business organization of Lessee or any Affiliate of Lessee, in a jurisdiction in which such Taxes have been incurred (PROVIDED, HOWEVER, that Lessee shall only incur responsibility for Taxes Indemnitee is incorporated or has its principal place of such type only if and business or is subject to the extent that such Taxes are imposed solely as a result of transactions or activities unrelated to the transactions contemplated by the Lease Documents (except that there shall not be excluded any increase in such use, operation, locationTaxes resulting directly from the presence of the Lessee in the relevant taxing jurisdiction or the presence, registration, use or activities and not as a result operation of the activity of a Tax Indemnitee and PROVIDED, FURTHER, that this clause (ii) shall not apply to any Taxes of Aircraft in whole or in part in such type imposed by any Federal, state or local government, political subdivision, or taxing authority in the United Statesjurisdiction); (b) withholding taxes imposed on any indebtedness of any Tax Indemnitee; (c) Taxes incurred by a Tax Indemnitee or any of its Affiliates by (A) engaging in activities in the jurisdiction imposing such Tax which activities or property are unrelated to the transactions contemplated by this Lease or other Operative Documents, (B) being incorporated therein or maintaining an office or having a place of business therein and (C) such Tax Indemnitee's failure to file any form, document or certificate within thirty (30) days following notice by Lessee to such Tax Indemnitee that such form, document or certificate is required to be filed in order to avoid or mitigate applicability of such Tax; (d) Taxes (including excess taxes1) incurred imposed as the a result of any a voluntary or involuntary transfer or Financing other disposition of the Aircraft or this Lease or any other Lease Document or any interest in any of the foregoing by Lessor or any other Tax Indemnitee other than a transfer or disposition in connection with an exercise of any interest in the Aircraft, any part thereof, this Lease or any Operative Document, the Trust Estate or in the Lessor or any Tax Indemnitee except remedies following (w) an Event of Default in the exercise of remedies, (x) the exercise of the Purchase Option pursuant to the Lease, (y) the substitution, replacement, modification, pooling or improvement of the Aircraft or any part thereof pursuant to Article IX of the LeaseDefault, or (z2) an Event of Loss; (e) Taxes incurred by any Tax Indemnitee because of a Lessor's Lien or the gross negligence or willful misconduct of such Tax Indemnitee or the breach or inaccuracy of any representation, warranty or covenant of such Tax Indemnitee in this Lease or any other Operative Document; (f) Taxes attributable to acts or events occurring after the redelivery of the Aircraft to the Lessor, except to the extent fairly attributable to acts or events occurring prior thereto; (g) Taxes imposed against a transferee of a Tax Indemnitee to the extent of the excess of such Taxes over the amount of such Taxes which would have been imposed had there not been a transfer by an original Tax Indemnitee of any interest of such Tax Indemnitee in the Aircraft, the Trust Estate, or the Operative Documents; (h) Taxes for which the Lessee is obligated to indemnify the Beneficiary under the Tax Indemnity Agreement; (i) United States withholding taxes imposed on payments to a foreign person (other than any such withholding taxes imposed on payments to Aero); (j) Taxes imposed with respect to any fees received by or the Owner Trustee; (k) interest, penalties, fines or additions to tax to the extent they relate to Taxes for which no indemnity would be payable by the Lessee pursuant to this Section 1.02; (l) Taxes imposed by section 4975 of the Code; or (m) Taxes arising from or attributable to the like-kind exchange transaction described in Section 10(b)(vi) of the Purchase Agreement to the extent such Taxes exceed the amount of Taxes that taxes which would have been imposed payable had there not been such a transfer or disposition; (c) Taxes to the extent attributable to events or circumstances occurring or arising after return of the Aircraft to Lessor in accordance with this Lease, excluding any period in which the absence Lessor is exercising remedies pursuant to Clause 17.2 hereof; or (d) Taxes resulting solely as a direct result of any gross negligence or willful misconduct of the relevant Indemnitee or any breach by such like-kind exchange transactionIndemnitee of its obligations hereunder or under any other Lease Document or the breach or accuracy of any representation, covenant, or warranty given by such Indemnitee herein or therein.

Exceptions to Indemnity. Notwithstanding anything to the contrary in this Agreement or any other Operative Document, the The indemnity provided for in this Exhibit G Article 16.1 does not extend to any of the following Taxes: (a) Taxes that are based imposed by the U.S. or the State of California or the City or County of Los Angeles on or measured by the gross or net income or income, gross receipts, gains, profits, capital or net worth or capital stock, capital adequacy, or reserves or that are capital gains Taxes, excess profits Taxes, minimum or alternative minimum Taxes, accumulated earnings Taxes, personal holding company Taxes, succession Taxes, estate Taxes, franchise Taxes, doing business Taxes, or similar Taxes; PROVIDED, HOWEVER, that this exception (a) shall not apply to (i) Taxes that are in the nature of sales, use, or property Taxes or (ii) Taxes if Taxes of such type would not have been incurred by a Tax Indemnitee but for the use, operation, location, or registration of the Aircraft by Lessee or any Affiliate thereof or any sublessee, or the activities or place of incorporation or business organization of Lessee or any Affiliate of Lessee, in a jurisdiction in which such Taxes have been incurred (PROVIDED, HOWEVER, that Lessee shall only incur responsibility for Taxes of such type only if and to the extent that such Taxes are imposed as a result of such use, operation, location, registration, or activities and not as a result of the activity of a Tax Indemnitee and PROVIDED, FURTHER, that this clause (ii) shall not apply to any Taxes of such type imposed by any Federal, state or local government, political subdivision, or taxing authority in the United States)LESSOR; (b) withholding taxes imposed on any indebtedness of any Tax IndemniteeTaxes attributable to the period prior to Delivery or after the Termination Date; (c) Taxes incurred by a Tax Indemnitee attributable to LESSOR’s gross negligence, willful misconduct or breach of this Lease or any other agreement, document or instrument entered into and/or delivered in connection herewith by or between LESSOR and LESSEE (unless such breach was caused by an act or omission by LESSEE); (d) Taxes imposed upon LESSOR by any jurisdiction which would have been imposed upon LESSOR had LESSOR and LESSEE not entered into and consummated the transactions contemplated by this Lease and other Taxes imposed upon LESSOR as a result of its Affiliates by (A) engaging in any past, present or future activities of LESSOR in the jurisdiction imposing any such Tax Taxes which activities or property are unrelated to the transactions contemplated by this Lease or other Operative Documents, (B) being incorporated therein or maintaining an office or having a place of business therein and (C) such Tax Indemnitee's failure to file any form, document or certificate within thirty (30) days following notice by Lessee to such Tax Indemnitee that such form, document or certificate is required to be filed in order to avoid or mitigate applicability of such Tax; (d) Taxes (including excess taxes) incurred as the result of any voluntary or involuntary transfer or Financing by Lessor or any other Tax Indemnitee of any interest in the Aircraft, any part thereof, this Lease or any Operative Document, the Trust Estate or in the Lessor or any Tax Indemnitee except following (w) an Event of Default in the exercise of remedies, (x) the exercise of the Purchase Option pursuant to the Lease, (y) the substitution, replacement, modification, pooling or improvement of the Aircraft or any part thereof pursuant to Article IX of the Lease, or (z) an Event of Loss; (e) Taxes incurred by any Tax Indemnitee because imposed upon LESSOR as a result of a Lessor's Lien sale, assignment, transfer or other disposition, whether voluntary or involuntary, by LESSOR or any Person claiming by or through LESSOR of all or any part of its interest in or to the gross negligence Aircraft and/or this Lease unless, in each case, such sale, assignment, transfer or willful misconduct other disposition occurs pursuant to (i) Article 11, 12 or 19 of such Tax Indemnitee or the breach or inaccuracy of any representation, warranty or covenant of such Tax Indemnitee in this Lease or any other Operative Document(ii) the exercise of remedies pursuant to Article 25 of this Lease; (f) Taxes attributable to acts or events occurring after the redelivery of the Aircraft to the Lessora LESSOR’s Lien, except to the extent fairly attributable to acts that such Taxes would not have arisen or events occurring prior theretobeen assessed in the absence of a LESSOR’s Lien; (g) Taxes imposed against a transferee of a Tax Indemnitee to the extent of the excess of such or additional or incremental Taxes over the amount of such Taxes which and penalties or interest thereon that would not have been imposed had there not been but for a transfer failure of LESSOR to provide, following a reasonable request therefor, information necessary for LESSEE to complete and file any tax return or request an otherwise legally available exemption or which result from any failure by an original Tax Indemnitee LESSOR to file any return which LESSOR is required by Law to file in respect of any interest of such Tax Indemnitee Tax; but only if such information was reasonably available to LESSOR and, in the case of certificates, documentation or other evidence requiring disclosure of knowledge of factual information (such as the location of an Aircraft) that is known to LESSEE but not readily ascertainable by such LESSOR, the Trust Estate, or the Operative Documentsonly if LESSEE provides such information to LESSOR in a timely manner and at LESSEE’s cost; (h) Without limiting LESSOR’s right to pursue payment from LESSEE for a particular Tax under this Article 16 or Article 25.6, Taxes for which LESSOR actually receives payment from LESSEE for under any provision of this Lease and the Lessee is obligated to indemnify the Beneficiary under the Tax Indemnity Agreementpayment of which would otherwise constitute a double recovery; (i) United States withholding taxes imposed on payments to a foreign person (other than Taxes which are not yet due or are being contested in good faith by LESSOR or any Person claiming by or through LESSOR by appropriate proceedings, during the pendency of such withholding taxes imposed on payments to Aero);proceedings; or (j) Taxes imposed with respect to any fees received by which constitute the normal operating expense or the Owner Trustee; (k) interest, penalties, fines or additions to tax to the extent they relate to Taxes for which no indemnity would be payable by the Lessee pursuant to this Section 1.02; (l) Taxes imposed by section 4975 overhead of the Code; or (m) Taxes arising from or attributable to the like-kind exchange transaction described in Section 10(b)(vi) of the Purchase Agreement to the extent such Taxes exceed the amount of Taxes that would have been imposed in the absence of such like-kind exchange transactionLESSOR.

Exceptions to Indemnity. Notwithstanding anything to the contrary in this Agreement or any other Operative Document, the The indemnity provided for in this Exhibit G Article 16.1 does not extend to any of the following Taxes: (a) Taxes that are based Imposed by the U.S., any State thereof or any foreign country or international taxing authority on the net or measured by gross or net income or income, gross receipts, capital or net worth or capital stock, capital adequacyof LESSOR, or reserves or that are capital gains Taxesdoing business, excess profits Taxesfranchise, minimum or alternative minimum Taxes, accumulated earnings Taxes, personal holding company Taxes, succession Taxes, estate Taxes, franchise Taxes, doing business Taxes, or similar Taxes; PROVIDED, HOWEVER, . (b) Attributable to the period prior to Delivery or after return of the Aircraft to LESSOR in accordance with this Lease or after the termination of this Lease (it being understood and agreed that the exclusion contained in this exception (aSection 16.2(b) shall not apply to (iTaxes assessed following such periods or prior to such periods) Taxes that are in the nature of sales, use, or property Taxes or (ii) Taxes if Taxes of such type would not have been incurred by a Tax Indemnitee but for the use, operation, location, or registration of the Aircraft by Lessee or any Affiliate thereof or any sublessee, or the activities or place of incorporation or business organization of Lessee or any Affiliate of Lessee, in a jurisdiction in which such Taxes have been incurred (PROVIDED, HOWEVER, that Lessee shall only incur responsibility for Taxes of such type only if and to the extent that such Taxes are imposed attributable to such periods. (c) Attributable to LESSOR's gross negligence, willful misconduct or breach of this Lease. (d) (I) Imposed as a result of such usea sale, operationassignment, location, registration, transfer or activities and not as a result of the activity of a Tax Indemnitee and PROVIDED, FURTHER, that this clause other disposition (iiwhether voluntary or involuntary) shall not apply to any Taxes of such type imposed by any Federal, state or local government, political subdivision, or taxing authority in the United States); (b) withholding taxes imposed on any indebtedness LESSOR of any Tax Indemnitee; (c) Taxes incurred by a Tax Indemnitee legal or any of its Affiliates by (A) engaging in activities in the jurisdiction imposing such Tax which activities or property are unrelated to the transactions contemplated by this Lease or other Operative Documents, (B) being incorporated therein or maintaining an office or having a place of business therein and (C) such Tax Indemnitee's failure to file any form, document or certificate within thirty (30) days following notice by Lessee to such Tax Indemnitee that such form, document or certificate is required to be filed in order to avoid or mitigate applicability of such Tax; (d) Taxes (including excess taxes) incurred as the result of any voluntary or involuntary transfer or Financing by Lessor or any other Tax Indemnitee of any beneficial interest in the Aircraft, any part thereof, this Lease or any Operative Document, the Trust Estate or in the Lessor or any Tax Indemnitee except following (w) an Event of Default in the exercise of remedies, (x) the exercise of the Purchase Option pursuant to the Lease, (y) the substitution, replacement, modification, pooling or improvement of the Aircraft or any part thereof pursuant to Article IX of the Lease, or (z) an Event of Loss; (e) Taxes incurred by any Tax Indemnitee because of a Lessor's Lien or the gross negligence or willful misconduct of such Tax Indemnitee or the breach or inaccuracy of any representation, warranty or covenant of such Tax Indemnitee in this Lease (a "LESSOR, Transfer") or any other Operative Document; (fII) Taxes attributable to acts or events occurring after the redelivery of the Aircraft to the Lessor, except to the extent fairly attributable to acts or events occurring prior thereto; (g) Taxes imposed against a transferee of a Tax Indemnitee to the extent of the excess of such Taxes over the amount of such Taxes which would have been imposed had there not been a transfer by an original Tax Indemnitee of any interest of such Tax Indemnitee in the Aircraft, the Trust Estate, or the Operative Documents; (h) Taxes for which the Lessee is obligated to indemnify the Beneficiary under the Tax Indemnity Agreement; (i) United States withholding taxes imposed on payments to a foreign person (other than any such withholding taxes imposed on payments to Aero); (j) Taxes imposed with respect to any fees received by or the Owner Trustee; (k) interest, penalties, fines or additions to tax to the extent they relate to Taxes for which no indemnity would be payable by the Lessee pursuant to this Section 1.02; (l) Taxes imposed by section 4975 of the Code; or (m) Taxes arising from or attributable to the like-kind exchange transaction described in Section 10(b)(vi) of the Purchase Agreement to the extent such Taxes exceed the amount of Taxes that would have been imposed and indemnified against by the LESSEE had there not been a LESSOR Transfer; provided that the exclusion set forth in this subparagraph (d) shall not apply to a LESSOR Transfer resulting from LESSOR's exercise of any remedies provided for in Article 25 in connection with an Event of Default that has occurred and is continuing. (e) Being contested in accordance with the absence provisions of Section 16.5. (f) That would not have been imposed but for any failure of LESSOR to (i) file proper and timely reports or returns or to pay any Taxes when due, or (y) comply with any certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the jurisdiction imposing such like-kind exchange transactionTaxes, if such compliance is required to obtain or establish relief or exemption from or reduction in such Taxes and LESSOR was eligible to comply with such requirement.

Exceptions to Indemnity. Notwithstanding anything to the contrary in this Agreement or any other Operative Document, the The indemnity provided for in this Exhibit G Article 16.1 does not extend to any of the following Taxes (hereinafter referred to as "LESSOR's Taxes:"): (a) Taxes that are based imposed by the U.S. or by any Government Entity within the U.S. on the net income, profits or measured by gains, accumulated or undistributed earnings or income, gross or net income or receipts, capital or net worth or capital stock, capital adequacy, or reserves or that are capital gains Taxes, excess profits Taxes, minimum or alternative minimum Taxes, accumulated earnings Taxes, personal holding company Taxes, succession Taxes, estate Taxes, franchise Taxes, doing business Taxes, or similar Taxes; PROVIDED, HOWEVER, that this exception (a) shall not apply to (i) Taxes that are in the nature of sales, use, or property Taxes or (ii) Taxes if Taxes of such type would not have been incurred by a Tax Indemnitee but for the use, operation, location, or registration of the Aircraft by Lessee or any Affiliate thereof or any sublessee, or the activities or place of incorporation or business organization of Lessee or any Affiliate of Lessee, in a jurisdiction in which such Taxes have been incurred (PROVIDED, HOWEVER, that Lessee shall only incur responsibility for Taxes of such type only if and to the extent that such Taxes are imposed as a result of such use, operation, location, registration, or activities and not as a result of the activity of a Tax Indemnitee and PROVIDED, FURTHER, that this clause (ii) shall not apply to any Taxes of such type imposed by any Federal, state or local government, political subdivision, or taxing authority in the United States)LESSOR; (b) withholding taxes imposed on any indebtedness Taxes attributable to the period, or an event occurring, prior to Delivery or after return of any Tax Indemniteethe Aircraft to LESSOR in accordance with this Lease; (c) Taxes incurred by a Tax Indemnitee attributable to LESSOR's gross negligence, willful misconduct or any breach of its Affiliates by (A) engaging in activities in the jurisdiction imposing such Tax which activities or property are unrelated to the transactions contemplated by this Lease or other Operative Documents, (B) being incorporated therein or maintaining an office or having a place of business therein and (C) such Tax Indemnitee's failure to file any form, document or certificate within thirty (30) days following notice by Lessee to such Tax Indemnitee that such form, document or certificate is required to be filed in order to avoid or mitigate applicability of such TaxLease; (d) Taxes (including excess taxes) incurred as the result of any voluntary or involuntary transfer or Financing by Lessor or any other Tax Indemnitee of any interest which LESSEE is contesting in the Aircraft, any part thereof, this Lease or any Operative Document, the Trust Estate or good faith in the Lessor or any Tax Indemnitee except following (w) an Event of Default in the exercise of remedies, (x) the exercise of the Purchase Option pursuant to the Lease, (y) the substitution, replacement, modification, pooling or improvement of the Aircraft or any part thereof pursuant to accordance with Article IX of the Lease, or (z) an Event of Loss16.5; (e) Taxes incurred imposed by any Tax Indemnitee because country other than the U.S. on the net income, gross receipts, capital or net worth of a LessorLESSOR but only to the extent that (i) such Taxes were not in any way connected with, due to or arising out of this Lease, LESSEE's Lien business operations or office locations in any such country or LESSEE's use and operation of the gross negligence Aircraft and (ii) such Taxes would be other- wise payable by LESSOR notwithstanding this Lease, LESSEE's business operations or willful misconduct office locations in any such country or LESSEE's use and operation of such Tax Indemnitee or the breach or inaccuracy of any representation, warranty or covenant of such Tax Indemnitee in this Lease or any other Operative DocumentAircraft; (f) Taxes attributable to acts imposed as a result of LESSOR's voluntary or events occurring after the redelivery involuntary transfer, pledge, assignment, financing, or other similar disposition of the Aircraft Aircraft, Engines, any Parts, or this Lease or any interest in any of the foregoing (except a transfer or sale following LESSOR's exercise of any of its rights or remedies provided in Article 25.3) provided that LESSEE remains responsible for payment of any Taxes and the specific amount of such Taxes that it would have been required to the Lessor, except to the extent fairly attributable to acts indemnify for had such voluntary or events occurring prior theretoinvoluntary transfer not occurred; (g) Taxes consisting of any Taxes, interest, penalties or additions to Tax imposed against on LESSOR as a transferee result, in whole or in part, of a failure of LESSOR to file any Tax Indemnitee return or Tax-related registration properly and timely, unless such failure shall be caused by the failure of LESSEE to the extent fulfill any obligations of the excess of such Taxes over the amount of such Taxes which would have been imposed had there not been a transfer by an original Tax Indemnitee of any interest of LESSEE under Section 16.7 with respect to such Tax Indemnitee in the Aircraft, the Trust Estate, or the Operative Documents;return; or (h) Taxes for which the Lessee is obligated to indemnify the Beneficiary under the Tax Indemnity Agreement; (i) United States withholding taxes imposed on payments to a foreign person (other than any such withholding taxes imposed on payments to Aero); (j) Taxes imposed with respect to any fees received by resulting from, or the Owner Trustee; (k) interest, penalties, fines or additions to tax to the extent they relate to Taxes for which no indemnity would be payable by the Lessee pursuant to this Section 1.02; (l) Taxes imposed by section 4975 of the Code; or (m) Taxes arising from or attributable to the like-kind exchange transaction described in Section 10(b)(vi) of the Purchase Agreement to the extent such Taxes exceed the amount of Taxes that would not have been imposed in the absence but for, any LESSOR's Lien arising as a result of such like-kind exchange transactionclaims against, or acts or omissions of, or otherwise attributable to, LESSOR or any related party.

Exceptions to Indemnity. Notwithstanding anything to the contrary in this Agreement or any other Operative Document, the The indemnity provided for in this Exhibit G Section 10(b) does not extend to any of the following Taxes: (a) Taxes that are based on or measured by gross or net income or receipts, capital or net worth or capital stock, capital adequacy, or reserves or that are capital gains Taxes, excess profits Taxes, minimum or alternative minimum Taxes, accumulated earnings Taxes, personal holding company Taxes, succession Taxes, estate Taxes, franchise Taxes, doing business Taxes, or similar Taxes; PROVIDED, HOWEVER, that this exception (a) shall not apply to (i) Taxes that are imposed on any Indemnitee in any jurisdiction in which such Indemnitee is subject to such Taxes solely as a result of transactions or activities unrelated to the nature of sales, use, transactions or property Taxes or activities contemplated by the Operative Documents; (ii) Taxes if Taxes imposed on an Indemnitee as a result of such type would not have been incurred by a Tax Indemnitee but for the use, operation, location, voluntary transfer or registration other disposition of the Aircraft or this Lease or any interest in either thereof by the Lessor or such Indemnitee unless such transfer or disposition occurs pursuant to the exercise of remedies arising out of an Event of Default (provided that Lessor and such Indemnitee shall in such event consider in good faith any reasonable request by Lessee or any Affiliate thereof or any sublessee, or the activities or place of incorporation or business organization of Lessee or any Affiliate of Lessee, in a concerning an appropriate jurisdiction in which such sale, transfer or disposition shall be made); (iii) Taxes have been incurred attributable solely to events or circumstances occurring or arising after return of the Aircraft to Lessor in accordance with this Lease and the performance by Lessee of all of its obligations hereunder; (PROVIDEDiv) Taxes on an Indemnitee resulting solely as a direct result of the breach of this Lease, HOWEVER, that Lessee shall only incur responsibility for Taxes gross negligence or willful misconduct of such type only if Indemnitee; (v) Taxes which (A) are United States federal income Taxes (other than United States Withholding Taxes or United States Transportation Taxes) or any value added, consumption or similar Taxes which are imposed in lieu of or in replacement of United States federal income Taxes to which the relevant Indemnitee was theretofore subject or (B) are Taxes on, based on, or measured by the net income of an Indemnitee and are imposed by any Governmental Entity (other than the United States) or taxing authority thereof (or any Taxes which are expressly imposed by such Governmental Entity or taxing authority in lieu of Taxes on, based on, or measured by net income) except to the extent that such Taxes are imposed as a result of such use, operation, location, registration, or activities and not as a result by reason of the activity use or operation of a Tax Indemnitee and the Aircraft, the presence of Lessee or the making of payments by Lessee from, such jurisdiction; PROVIDED, FURTHERHOWEVER, that this clause (ii) exclusion shall not apply to any Taxes of such type imposed by any Federal, state or local government, political subdivisionwhich are, or taxing authority are in the United States)nature of, sales, use, excise and similar Taxes; (bvi) withholding taxes Taxes (other than Taxes described in Section 10(c)(v)) which are imposed on in any indebtedness taxing jurisdiction except to the extent that (A) such Taxes are imposed solely by reason of any Tax Indemniteethe use or operation of the Aircraft, the presence of Lessee or the making of payments by Lessee from, such jurisdiction ("Use Jurisdiction Taxes") and (B) such Use Jurisdiction Taxes exceed in the aggregate the amount of Taxes which would have been payable in such jurisdiction in the absence therein of the use or operation of the Aircraft, the presence of Lessee or the making of payments by Lessee from, such jurisdiction; (cvii) Taxes incurred arising out of, with respect to, based on or measured by a Tax Indemnitee or the granting by any of its Affiliates by (A) engaging in activities in the jurisdiction imposing such Tax which activities or property are unrelated to the transactions contemplated by this Lease or other Operative Documents, (B) being incorporated therein or maintaining an office or having a place of business therein and (C) such Tax Indemnitee's failure to file any form, document or certificate within thirty (30) days following notice by Lessee to such Tax Indemnitee that such form, document or certificate is required to be filed in order to avoid or mitigate applicability of such Tax; (d) Taxes (including excess taxes) incurred as the result of any voluntary or involuntary transfer or Financing by Lessor or any other Tax Indemnitee of any a security interest in the Aircraft, any part thereof, this Lease or any Operative Document, the Trust Estate or in the Lessor or any Tax Indemnitee except following (w) an Event of Default in the exercise of remedies, (x) the exercise of the Purchase Option pursuant to the Lease, (y) the substitution, replacement, modification, pooling or improvement of the Aircraft or any part portion thereof pursuant to Article IX or the value or principal amount of the Lease, or (z) an Event of Loss;any debt created by any Indemnitee; or (eviii) Taxes incurred by any Tax for which the relevant Indemnitee because of a Lessor's Lien or the gross negligence or willful misconduct of such Tax Indemnitee or the breach or inaccuracy of any representation, warranty or covenant of such Tax Indemnitee in has expressly assumed responsibility under this Lease or any other Operative Document; (f) Taxes attributable to acts or events occurring after the redelivery of the Aircraft to the Lessor, except to the extent fairly attributable to acts or events occurring prior thereto; (g) Taxes imposed against a transferee of a Tax Indemnitee to the extent of the excess of such Taxes over the amount of such Taxes which would have been imposed had there not been a transfer by an original Tax Indemnitee of any interest of such Tax Indemnitee in the Aircraft, the Trust Estate, or the Operative Documents; (h) Taxes for which the Lessee is obligated to indemnify the Beneficiary under the Tax Indemnity Agreement; (i) United States withholding taxes imposed on payments to a foreign person (other than any such withholding taxes imposed on payments to Aero); (j) Taxes imposed with respect to any fees received by or the Owner Trustee; (k) interest, penalties, fines or additions to tax to the extent they relate to Taxes for which no indemnity would be payable by the Lessee pursuant to this Section 1.02; (l) Taxes imposed by section 4975 of the Code; or (m) Taxes arising from or attributable to the like-kind exchange transaction described in Section 10(b)(vi) of the Purchase Agreement to the extent such Taxes exceed the amount of Taxes that would have been imposed in the absence of such like-kind exchange transaction.