Common use of Contest Clause in Contracts

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein (a) If an Indemnitee receives a written claim for any Tax for which Lessee would be required to pay an indemnity pursuant to Clause 5.7 or Clause 5.8, such Indemnitee shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereofnotify Lessee promptly of such claim, provided that any failure to provide such notice will not relieve Lessee of any indemnification obligation pursuant to Clause 5.7 or Clause 5.8. If requested by Lessee in each casewriting promptly after receipt of such Indemnitee's notice, such Indemnitee shall, upon receipt of indemnity satisfactory to it and at the time expense of the commencement of any such action or proceedingLessee (including, without limitation, all costs, expenses, legal and accountants' fees and disbursements, and during penalties, interest and additions to tax incurred in contesting such claim) in good faith contest or (if permitted by applicable Law in the pendency case of Taxes other than those payable pursuant to Clauses 5.7(b) and (c)) permit Lessee to contest such action or proceeding claim by (i) no Event of Default shall exist resisting payment thereof if practicable and be continuing hereunderappropriate, (ii) Borrower shall keep Lender informed of not paying the status of such contest at reasonable intervalssame except under protest if protest is necessary and proper, or (iii) if neither Borrower nor Operating payment is made, using reasonable efforts to obtain a refund of such Taxes in appropriate administrative and judicial proceedings. Such Indemnitee shall determine the method of any contest conducted by such Indemnitee and (in good faith consultation with Lessee) control the conduct thereof. Lessee shall determine the method of any contest conducted by Lessee and (in good faith consultation with such Indemnitee) control the conduct thereof. Lessee shall pay in full all payments of Rent and other amounts payable pursuant to the Operative Documents to which Lessee is providing security as provided in clause (vi) belowa party, adequate reserves with respect thereto are maintained without reduction for or on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Accountaccount of any Tax, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and while such contest is maintained and prosecuted continuously and with diligence continuing. Such Indemnitee shall not be required to contest, or the Imposition or Lien is bondedto continue to contest, a claim for Taxes under this Clause 5.12 if (vw) in the case of any Insurance RequirementTaxes payable pursuant to Clauses 5.7(b) or (c), the failure amount in dispute is less than $*, or (x) such contest would result in a risk of Borrower to comply therewith criminal penalties or of a sale, forfeiture or loss of, or the imposition of a Lien (other than a Permitted Lien) on, the Aircraft, or (y) Lessee shall not impair the validity have furnished an opinion of any insurance required independent tax counsel selected by such Indemnitee and reasonably satisfactory to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunderLessee, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during that a reasonable basis exists for such contest, Borroweror (z) a Default or an Event of Default shall be continuing (unless Lessee shall have provided security reasonably satisfactory to such Indemnitee securing Lessee's performance of its obligations under this Clause 5). If such Indemnitee contests any claim for Taxes by making a payment and seeking a refund thereof, then Lessee shall deposit with or deliver advance to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in such Indemnitee, on an interest-free basis, an amount equal to 125% the Taxes to be paid by such Indemnitee in connection with the contest and shall indemnify such Indemnitee on an After-Tax Basis for any adverse tax consequences to such Indemnitee of (A) such interest-free advance. Upon the final determination of any contest pursuant to this Clause 5.12 in respect of any Taxes for which Lessee shall have made an advance to such Indemnitee in accordance with the immediately preceding sentence, the amount of Borrower’s obligations being contested plus (B) Lessee's obligation shall be determined as if such advance had not been made; any additional interest, charge, or penalty arising from indemnity obligation of Lessee to such contest. Notwithstanding Indemnitee under this Clause 5 and such Indemnitee's obligation to repay the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lienadvance will be satisfied first by setoff against each other, and compliance therewith or payment thereof any difference owing by either party shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If paid within ten days after such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may befinal determination.

Contest. Nothing contained herein shall be deemed to require Mezzanine Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Mezzanine Borrower is (or has caused Mortgage Borrower to be) in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Mezzanine Borrower shall keep Mezzanine Lender informed of the status of such contest at reasonable intervals, (iii) if neither Mezzanine Borrower nor Operating Lessee is not providing (or has not caused Mortgage Borrower to provide) security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Mezzanine Borrower’s (or Mortgage Borrower’s as applicable) books in accordance with GAAP or (or, in the case of Mortgage Borrower, such reserves are maintained in the Tax Reserve Account or Insurance Reserve Account, as applicable, or in the Proceeds Reserve Account pursuant to Article VI of the Loan Agreement (Mortgage), as applicable), (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 this Agreement or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of Two Million Dollars ($1,000,000 2,000,000) individually, or Ten Million Dollars ($10,000,000) in the aggregate, during such contest, Borrower, Mezzanine Borrower shall (or shall cause Mortgage Borrower to) deposit with or deliver to Mezzanine Lender (or, if required under the Loan Agreement (Mortgage), Mortgage Lender) either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125110% of (A) the amount of Borrower’s the obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Mezzanine Borrower shall (or shall cause Mortgage Borrower to) promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property Property, the Collateral, or any portion thereof shall be, in Mezzanine Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Mezzanine Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Mezzanine Borrower or Mortgage Borrower, as applicable (a) provided no Event of Default has occurred and is continuing hereunder, Mezzanine Lender shall (or, as applicable, Mortgage Lender may) disburse to the Person entitled to such sums, the security provided therefore under this Section 7.3 and (b) Mezzanine Borrower shall deliver to Mezzanine Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be. Notwithstanding the foregoing, any contest conducted by the Master Lessee in accordance with the Master Lease will be deemed to satisfy the requirements of this Section 7.3 provided that any security deposited by Master Lessee pursuant to the provisions of the Master Lease in connection with such contest is delivered to Mezzanine Lender (or, if required under the Loan Agreement (Mortgage), the Mortgage Lender).

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each casecase of a contest by Borrower (as opposed to the Citibank Tenant under the Citibank Lease), at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither the provisions of subclause (z) of clause (iv) below is not applicable and Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s 's books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicableGAAP, (iv) either (x) such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or diligence, (y) the Imposition or Lien is paid under protest, bonded, or discharged or (z) the Property or any portion thereof shall not be, in Lender's reasonable judgment, in imminent danger of being forfeited or lost and Lender shall not be likely to be subject to civil damages (unless Lender is sufficiently indemnified) or criminal damages as a result thereof, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, thereunder and (vi) in the case of Impositions and Liens which are not paid under protest, bonded or discharged and which are in excess of $1,000,000 1,500,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s 's obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s 's reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil damages (unless Lender is sufficiently indemnified) or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s 's compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be. Notwithstanding anything to the contrary contained herein, in the event that (and for so long as) the Citibank Tenant is contesting any Imposition, Lien, Legal Requirements or Insurance Requirements in accordance with and as permitted by the terms of the Citibank Lease (which Imposition, Lien, Legal Requirements or Insurance Requirements the Citibank Tenant is obligated to pay, remove or comply with in accordance with the terms of the Citibank Lease), then the Citibank Tenant's failure to so pay, remove or comply with such Imposition, Lien, Legal Requirements or Insurance Requirements shall be permitted hereunder and the failure to pay, remove or comply with such Imposition, Lien, Legal Requirement or Insurance Requirement shall not constitute a Default hereunder.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s 's books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s 's obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s 's reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s 's compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein If Lessor receives a written claim for an indemnity pursuant to the Head Lease Tax Indemnity Agreement for which Lessee would be required to pay Lessor an indemnity hereunder, Lessor shall be deemed notify Lessee thereof in writing (but it being understood and agreed that failure of Lessor to require Borrower provide such notice to payLessee shall not adversely affect or otherwise prejudice any Lessor’s right to an indemnity hereunder). If requested by Lessee in writing within ten (10) Business Days before the latest day on which Lessor may request a contest pursuant to the Head Lease Tax Indemnity Agreement, or cause to be paidLessor shall exercise its rights, any Imposition or to satisfy any Lienif any, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting under the validity, amount or application thereof, Head Lease Tax Indemnity Agreement provided that in each case, at the time of the commencement of no event shall Lessor be required to initiate or continue (or be required to request any such action other person to initiate or proceeding, and during the pendency of such action or proceeding continue) a contest unless: (i) no Event the amount of Default the obligation on the part of Lessee to indemnify Lessor in respect of the HTIA Liability shall exist and be continuing hereunderat least $50,000, (ii) Borrower shall keep Lender informed Lessee agrees to reimburse Lessor on demand (and complies with such agreement) for all of the status of Headlease Interests’ and Lessor’s reasonable costs and expenses (including, without limitation, reasonable legal and accounting fees and disbursements) which each may incur in contesting such contest at reasonable intervalsdisallowance, (iii) if neither Borrower nor Operating the claimant Headlease Interest elects to contest the disallowance by paying the tax claimed (including interest, penalties or additions to tax) and seeking a refund, Lessee is providing security as provided in clause (vi) belowshall advance to Lessor on an interest free basis the aggregate amount of taxes, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in interest, penalties and additions to the Tax Reserve Account or Insurance Reserve Account, as applicabletax applicable to such disallowance and agree to indemnify Lessor and such Headlease Interest for any adverse tax consequences resulting from such advance, (iv) either such contest operates to suspend collection or enforcement as the case may be, would not entail any risk of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bondedcriminal penalties, (v) in with respect to such disallowance, Lessee shall have furnished Lessor at Lessee’s expense, with a written opinion of independent tax counsel selected by Lessor that a Reasonable Basis exists to contest such disallowance and prior to filing any appeal an opinion that a successful outcome on appeal is more likely than not and have posted a bond or other security for such appeal, (vi) no Default or Event of Default, under any of the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained Operative Documents by Borrower under Section 6.1 Lessor or the right to full payment of any claims thereunderAirline Services Agreement, has occurred and is continuing, and (vivii) Lessee shall have delivered to Lessor a written acknowledge of Lessee’s obligation to indemnify in full Lessor pursuant to this Agreement to the case extent that the contest is not successful. Lessor shall have no obligation to cause any Headlease Interest and no Headlease Interest shall have any obligation to appeal any adverse decision of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in an appellate court to the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beUnited States Supreme Court.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 500,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, or in the Proceeds Reserve Account pursuant to Article VI, as applicable (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of Two Million Dollars ($1,000,000 2,000,000) individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125110% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, (a) provided no Event of Default has occurred and is continuing hereunder, Lender shall disburse to Borrower or the Person entitled to such sums, the security provided therefor under this Section 7.3 and (b) Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be. Notwithstanding the foregoing, any contest conducted by the Master Lessee in accordance with the Master Lease will be deemed to satisfy the requirements of this Section 7.3 provided that any security deposited by Master Lessee pursuant to the provisions of the Master Lease in connection with such contest is delivered to Lender.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, or in the Proceeds Reserve Account pursuant to Article VI, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of Two Million Dollars ($1,000,000 2,000,000) individually, or Ten Million Dollars ($10,000,000) in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125110% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, (a) provided no Event of Default has occurred and is continuing hereunder, Lender shall disburse to Borrower or the Person entitled to such sums, the security provided therefor under this Section 7.3 and (b) Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be. Notwithstanding the foregoing, any contest conducted by the Master Lessee in accordance with the Master Lease will be deemed to satisfy the requirements of this Section 7.3 provided that any security deposited by Master Lessee pursuant to the provisions of the Master Lease in connection with such contest is delivered to Lender.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender Administrative Agent informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bondedfully bonded to the reasonable satisfaction of Administrative Agent, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 500,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Administrative Agent, Cash and Cash Equivalents or a Letter letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest, or, if the obligations being contested are less than $500,000, shall deliver a guaranty of the payment of such amounts from the Guarantor in a form reasonably satisfactory to Lender. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in LenderAdministrative Agent’s reasonable judgment, in imminent danger of being forfeited or lost or Lender Administrative Agent is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender Administrative Agent reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or Imposition, to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s 's books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 5,000,000 individually, or in the aggregate, which are not bonded, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125110% of (A) the amount of Borrower’s 's obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest; provided, however, Borrower shall not be required to deliver such additional collateral if in Lender's sole but reasonable discretion a provision is made to Lender for protection of Lender's interest in the Property. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s 's reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s 's compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the 115 pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, or in the Proceeds Reserve Account pursuant to Article VI, as applicable, (iv) either such contest operates to suspend collection or enforcement enforcement, as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence diligence, or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Real Estate Impositions and Liens which are not bonded in excess of Two Million Dollars ($1,000,000 2,000,000) individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125110% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, (a) provided no Event of Default has occurred and is continuing hereunder, Lender shall disburse to Borrower or the Person entitled to such sums, the security provided therefor under this Section 7.3 and (b) Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be. Notwithstanding the foregoing, any contest conducted by the Master Lessee in accordance with the Master Lease that would satisfy the terms and conditions of this Section 7.3 if Borrower were the party conducting such contest will be deemed to satisfy the requirements of this Section 7.3 provided that any security deposited by Master Lessee pursuant to the provisions of the Master Lease in connection with such contest is delivered to Lender.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunderthere under, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 500,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein shall be deemed to require Borrower or any PropCo Subsidiary to pay, or cause to be paid, any Imposition or any Permitted Debt of the type described in clause (b) of the definition of “Permitted Debt” (any such Debt, “Contestable Debt”) or to satisfy any Lien, Lien or any item described in Section 16.1(d) or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower or a PropCo Subsidiary is in good faith, and by proper legal proceedings, proceedings where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding proceeding, (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender the Administrative Agent informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee or the applicable PropCo Subsidiary is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s the books of Borrower or such PropCo Subsidiary in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, or in the Proceeds Reserve Account pursuant to Section 9, as applicable, (iv) either such contest operates to suspend collection or enforcement enforcement, as the case may be, of the contested Imposition, Contestable Debt, item described in Section 16.1(d), Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower or any PropCo Subsidiary or other Person to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 9.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded and are in excess of Two Million Dollars ($1,000,000 2,000,000) individually, or in the aggregate, during such contest, Borrower, Borrower shall deposit with or deliver to Lender the Administrative Agent either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125110% of (A) the amount of Borrower’s the obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower shall, or shall cause the applicable PropCo Subsidiary to promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the affected Borrowing Base Property or any portion thereof shall be, in Lenderthe Administrative Agent’s reasonable judgment, in imminent danger of being forfeited or lost or any Lender or the Administrative Agent is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to BorrowerBorrower or the applicable PropCo Subsidiary, (a) provided no Event of Default has occurred and is continuing hereunder, the Administrative Agent shall disburse to Borrower or the Person entitled to such sums, the security provided therefor under this Section 10.3 and (b) Borrower shall deliver to Lender the Administrative Agent reasonable evidence of Borrower’s or the applicable PropCo Subsidiary’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be. Notwithstanding the foregoing, any contest conducted by the Master Lessee in accordance with the Master Lease will be deemed to satisfy the requirements of this Section 10.3, provided that any security deposited by Master Lessee pursuant to the provisions of the Master Lease in connection with such contest is delivered to the Administrative Agent.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s 's books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bondedbonded or insured over, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 500,000 individually, or in the aggregate, which are not bonded, during such contest, Borrower, shall deposit with or deliver to Lender (and, if a Securitization shall have occurred, promptly following any such deposit or delivery, Borrower shall provide written notice of same to the Rating Agencies) either Cash and Cash Equivalents or Equivalents, a Letter or Letters of Credit or other security reasonably acceptable to Lender in an amount equal to 125110% of (A) the amount of Borrower’s 's obligations being contested plus (B) any additional interest, charge, or penalty arising from such contestcontest (less any sums reserved in a Sub-Account with respect to the obligation being contested). Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s 's reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil penalties or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s 's compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein Tenant shall be deemed have the right to require Borrower contest the validity or amount of any mechanic's lien or any lien referred to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereofforegoing provisions of this Article, provided that Tenant deposit cash or cash equivalents with Landlord or provide Landlord a letter of credit payable to Landlord from a financial institution acceptable to Landlord and in each case, at the time of the commencement of any such action or proceeding, form and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates content acceptable to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit Landlord in an amount equal to 125% one hundred fifty percent (150%) of (A) the amount of Borrower’s obligations such alleged lien. Such letter of credit shall be issued by a National Bank or a Federal Savings and Loan Association. INTENT OF PARTIES Triple Net Lease. It being contested plus (B) any additional interestthe intention and purpose of the respective parties hereto that this Lease shall be a "Triple Net Lease" and that all rentals shall be paid to Landlord without diminution except as otherwise provided herein, chargethe parties agree that all cost or expense of whatever character or kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and of every kind and nature whatsoever that may be necessary in or about the operation of the Demised Premises, and all improvements erected thereon, and Tenant's authorized use thereof during the entire term of this Lease, or penalty arising from any extension thereof, shall be paid by Tenant except as otherwise provided for herein, and all provisions of this Lease relating to Impositions, charges or other expenses are to be construed in light of such contestintention and purpose that this Lease be a "Triple Net Lease", and that, except as otherwise provided for herein, all rentals shall be paid to Landlord without diminution, reduction or offset. Notwithstanding DEFAULTS OF TENANT Events of Default. Any one or more of the foregoingfollowing events shall be considered an "Event of Default": If default shall be made by Tenant, by operation of law or otherwise, under the creation provisions hereof relating to assignment, sublease, mortgage or other transfer of Tenant's interest in this Lease or in the Demised Premises; If default shall be made in the due and punctual payment of any such reserves Base Rent or additional rent payable under this Lease or in the furnishing payment of any bond or other securityobligation to be paid by Tenant to Landlord, Borrower promptly when and as the same shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lienbecome due and payable, and compliance therewith such default shall continue for a period of ten (10) days after written notice thereof given by Landlord to Tenant; If default shall be made by Tenant in keeping, observing or payment performing any of the terms contained in this Lease, other than those referred to in the foregoing Subparagraphs (a) and (b) of this Paragraph, which default does not expose Landlord to criminal liability, and such default shall continue for a period of sixty (60) days after written notice thereof shall given by Landlord to Tenant, or in the case of such a default or a contingency which cannot with due diligence and in good faith be deferredcured within sixty (60) days, ifTenant fails to proceed promptly and with due diligence and in good faith to cure the same and thereafter to prosecute the curing of such default with due diligence and in good faith (it being intended that in connection with a default which does not expose Landlord to criminal liability, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger not susceptible of being forfeited cured with due diligence and in good faith within sixty (60) days that the time of Tenant within which to cure the same shall be extended for such period as may be necessary for the curing thereof promptly with due diligence and in good faith); If default shall be made by Tenant in keeping, observing or lost performing any of the terms contained in this Lease, other than those referred to in the foregoing Subparagraphs (a), (b) and (c) of this Paragraph, which default exposes Landlord to criminal liability, and such default shall continue after written notice thereof given by Landlord to Tenant, and Tenant fails to proceed timely and promptly with all due diligence and in good faith to cure the same and thereafter to prosecute the curing of such default with all due diligence (it being intended that in connection with a default which exposes Landlord to criminal liability that Tenant shall proceed immediately to cure or Lender is likely to be subject to civil or criminal damages as a result thereof. If correct such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance condition with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.continuity and with all due diligence and in good faith); or

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower (or in the case of the Maryland Property, 84 Maryland Loan Guarantor) is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individuallyan amount equal to five percent (5%) of the Allocated Loan Amount of the applicable Individual Property, or Two Million Dollars ($2,000,000) in the aggregate, during such contest, BorrowerBorrower (or in the case of the Maryland Property, Maryland Loan Guarantor), shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter of Credit or Letters of Credit in an amount equal to one hundred twenty-five percent (125% %) of (A) the amount of Borrower’s (or in the case of the Maryland Property, Maryland Loan Guarantor’s) obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower and Maryland Loan Guarantor promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to BorrowerBorrower (or in the case of the Maryland Property, Maryland Loan Guarantor), Borrower or Maryland Loan Guarantor, as applicable, shall deliver to Lender reasonable evidence of Borrower’s its compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein shall be deemed to require Mezzanine Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Mezzanine Borrower is (or has caused Mortgage Borrower to be) in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Mezzanine Borrower shall keep Mezzanine Lender informed of the status of such contest at reasonable intervals, (iii) if neither Mezzanine Borrower nor Operating Lessee is not providing (or has not caused Mortgage Borrower to provide) security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Mezzanine Borrower’s (or Mortgage Borrower’s as applicable) books in accordance with GAAP or (or, in the case of Mortgage Borrower, such reserves are maintained in the Tax Reserve Account or Insurance Reserve Account, as applicable, or in the Proceeds Reserve Account pursuant to Article VI of the Loan Agreement (Mortgage), as applicable), (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 this Agreement or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of Two Million Dollars ($1,000,000 2,000,000) individually, or Ten Million Dollars ($10,000,000) in the aggregate, during such contest, Borrower, Mezzanine Borrower shall (or shall cause Mortgage Borrower to) deposit with or deliver to Mezzanine Lender (or, if required under the Loan Agreement (Mortgage), Mortgage Lender) either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125110% of (A) the amount of Borrower’s the obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Mezzanine Borrower shall (or shall cause Mortgage Borrower to) promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property Property, the Collateral, the Senior Mezzanine Collateral or any portion thereof shall be, in Mezzanine Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Mezzanine Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Mezzanine Borrower, Senior Mezzanine Borrowers, or Mortgage Borrower, as applicable (a) provided no Event of Default has occurred and is continuing hereunder, Mezzanine Lender shall (or, as applicable, Mortgage Lender may) disburse to the Person entitled to such sums, the security provided therefore under this Section 7.3 and (b) Mezzanine Borrower shall deliver to Mezzanine Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be. Notwithstanding the foregoing, any contest conducted by the Master Lessee in accordance with the Master Lease will be deemed to satisfy the requirements of this Section 7.3 provided that any security deposited by Master Lessee pursuant to the provisions of the Master Lease in connection with such contest is delivered to Mezzanine Lender (or, if required under the Loan Agreement (Mortgage), the Mortgage Lender).

Contest. Nothing contained herein If a written claim is made against an Indemnified Person for any Taxes with respect to which Lessee may be liable for payment or indemnity hereunder, such Indemnified Person shall be deemed give Lessee notice in writing of such claim within 30 days after its receipt, but the failure to require Borrower to paygive such notice shall not diminish Lessee's obligation hereunder. If Lessee shall so request in writing within 30 days after receipt of such notice, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is such Indemnified Person shall in good faith, at Lessee's sole cost and by proper legal proceedingsexpense, where appropriatecontest the imposition, diligently contesting the validity, applicability or amount of such Tax (including taking appeals of any adverse judicial decisions except that an Indemnified Person shall not be obligated to take any appeal to the Supreme Court of the United States) or application thereofshall permit or at such Indemnified Person's election, require Lessee to contest in either the name of Lessee or in the name of the Indemnified Person. After considering any views offered by Lessee and Lessee's counsel concerning the forum in which the claim is most likely to be resolved favorably, such Indemnified Person shall, in its sole discretion, select the forum for such contest and determine whether any such contest shall be conducted by (A) resisting payment of such Tax, (B) paying such Tax under protest, or (C) paying such Tax and seeking a refund or other repayment thereof in appropriate administrative or judicial proceedings, provided that at such Indemnified Person's option, such contest shall be conducted by Lessee in each case, at the time of the commencement of any such action or proceeding, and during the pendency name of such action Indemnified Person. The relevant Indemnified Person or proceeding (i) no Event of Default shall exist and be continuing hereunderLessee, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of shall supply the contested Imposition, Lien other party with such information in its possession that is requested by the other party and that is related solely to such claim as is necessary or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence advisable for the other party to control or participate in any proceeding to the Imposition or Lien is bonded, (v) in extent provided by this Section 7.02. In the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance contest that an Indemnified Person is required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters such Indemnified Person may direct that Lessee control the conduct of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoingforegoing provisions of this Section 7.02, in the creation case of a claim for any Taxes, such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof Indemnified Person shall not be deferred, if, at required to take any time administrative or judicial action and Lessee shall not be able to contest such claim in its own name or that of the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.Indemnified Person unless:

Contest. Nothing contained herein shall be deemed to require Borrower to payXxxxx may, at its sole cost and expense, contest the validity or cause to be paid, amount of any Imposition or to satisfy any Lienfor which it is responsible, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting which event the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and payment thereof may be deferred during the pendency of such action contest, if diligently prosecuted, provided that ten (10) days prior to the date any contested Imposition shall become due, Xxxxx shall deposit with the District or, at Spohn’s discretion, the Governmental Entity imposing the same an amount sufficient to pay such contested item, together with any reasonably estimated interest and penalties thereon, which amount shall be applied to the payment of such items when the amount thereof shall be finally determined. In lieu of such cash deposit, Xxxxx may deliver to the District a surety company bond in form and substance and issued by a company reasonably satisfactory to the District. Nothing herein contained, however, shall be construed to allow any Imposition to remain unpaid for such length of time as would permit the Real Property, or proceeding (i) no Event of Default shall exist and any part thereof, to be continuing hereunder, (ii) Borrower shall keep Lender informed sold or seized by any Governmental Entity for the nonpayment of the status same. If at any time, in the sole but reasonable judgment of the District, it shall become necessary to do so, the District may, after written notice to Xxxxx, under protest if so requested by Xxxxx, direct the application of the amounts so deposited or so much thereof as may be required to prevent a sale or seizure of the Real Property (or any portion(s) thereof) or foreclosure of any lien created thereon by such item. If the amount deposited exceeds the amount of such payment, the excess shall be paid to Xxxxx, or, in case there should be any deficiency, the amount of such deficiency shall be promptly paid on demand by Xxxxx to the District (provided that the District has advanced such amount), and, if not so paid, such amount shall be a debt of Xxxxx to the District, together with interest thereon at the interest rate from the date advanced until paid. Xxxxx shall promptly furnish the District with copies of all proceedings and documents relating to any tax contest relating to the Real Property (or any portion(s) thereof), and the District shall have the right, at reasonable intervalsits sole cost and expense, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) belowto participate therein. The District may, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP at its sole cost and expense, contest the validity or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case amount of any Insurance RequirementCounty Imposition for which it is responsible, in which event the failure payment thereof may be deferred during the pendency of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrowerif diligently prosecuted, provided that ten (10) days prior to the date any contested County Imposition shall become due, the District shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in the Governmental Entity imposing the same an amount equal sufficient to 125% pay such contested item, together with any reasonably estimated interest and penalties thereon, which amount shall be applied to the payment of (A) such items when the amount thereof shall be finally determined. Nothing herein contained, however, shall be construed to allow any County Imposition to remain unpaid for such length of Borrower’s obligations being contested plus (B) any additional interest, chargetime as would permit the Real Property, or penalty arising from such contestany part thereof, to be sold or seized by any Governmental Entity for the nonpayment of the same. Notwithstanding The District shall promptly furnish Xxxxx with copies of all proceedings and documents relating to any tax contest relating to the foregoing, the creation of Real Property (or any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lienportion(s) thereof), and compliance therewith or payment thereof Xxxxx shall not be deferred, ifhave the right, at any time the Property or any portion thereof shall beits sole cost and expense, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beparticipate therein.

Contest. Nothing contained herein Tenant may, if it shall be deemed to require Borrower to payso desire, contest the validity or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action tax or proceedingassessment against the Leased Premises, and in which event Tenant may defer the payment thereof during the pendency of such contest if applicable law so permits; provided, however, that Tenant shall not allow any tax lien to be foreclosed on the Leased Premises, and, unless such tax is paid under protest, not later than ten (10) days prior to the date the same shall become delinquent, Tenant shall have (i) deposited with a bank or trust company acceptable to Landlord, an amount sufficient to pay such contested item(s) together with the interest and penalties thereon (as reasonably estimated by Landlord) with written instructions to said bank or trust company to apply such amount to the payment of such item(s) when the amount thereof shall be finally fixed and determined (with the remainder to be paid to Tenant), or (ii) provided Landlord with other reasonably acceptable security. Landlord will, at the request of Tenant, cooperate with Tenant in contesting any such taxes or assessments; provided, however, there shall be no expense to Landlord in such cooperation. In the event Landlord is required by law to join in any action or proceeding taken by Tenant to contest any such taxes or assessments, Tenant shall indemnify, defend and hold Landlord and Landlord's trustees, beneficiaries, heirs, successors, assigns, agents, employees and representatives harmless from any and all costs, fees (iincluding, but not limited to reasonable attorneys' fees), expenses, claims, judgments, orders, liabilities, losses or damage arising out of such action or proceeding. If, at any time, in the judgment of Landlord reasonably exercised, it shall become necessary so to do, Landlord, after written notice to Tenant, may, under protest if so requested by Tenant, pay such monies as may be required to prevent the transfer of the Leased Premises to the Clarx Xxxnty Treasurer or the sale of the Leased Premises or any part thereof, or foreclosure of the lien created thereon by such item, and such amount shall become immediately due and payable by Tenant to Landlord, together with interest thereon at the rate of fifteen percent (15%) no Event of Default per annum, and shall exist and be continuing constitute additional rent hereunder, (ii) Borrower or at Tenant's option and at Tenant's sole cost and expense, in lieu thereof, Tenant shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security as provided obtain lien release bonds in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount amounts equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation claims of any such reserves liens or as otherwise required by applicable law to obtain the furnishing full release of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beliens.

Contest. Nothing contained herein (a) If a claim shall be deemed made against any ------- Indemnitee for any Tax in excess of $10,000 for which Lessees would be obligated to require Borrower indemnify pursuant to paythis Article VII, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency Indemnitee shall promptly notify ----------- Lessees after such Indemnitee acquires Actual Knowledge of such action or proceeding and in any event within 30 days after receipt by such Indemnitee of a written claim (but failure to notify Lessees within such 30-day period shall not impair such Indemnitee's right to indemnification under this Article VII unless Lessees' ----------- rights to contest such claim shall have been materially impaired by such failure) and shall, to the extent permitted by law, not pay the claim before the earlier of (i) no Event 30 days after giving Lessees notice, and (ii) receipt of Default Lessees' response. If either Lessee shall exist so request within 30 days after receipt of such notice, such Indemnitee shall, at Lessees' expense reimbursed to such Indemnitee on an After-Tax Basis, contest the imposition, validity or applicability of such Tax. The ultimate control over the conduct of such contest (including the right to forego any and all administrative appeals, proceedings, hearings and conferences in respect of such claim and the right to select the forum for such contest and determine whether any such contest shall be continuing hereunderby (i) resisting payment of such Tax, (ii) Borrower shall keep Lender informed of the status of paying such contest at reasonable intervals, Tax under protest or (iii) if neither Borrower nor Operating Lessee is providing security paying such Tax and seeking a refund thereof) shall remain with such Indemnitee and its counsel acting in good faith; provided, however, that such -------- ------- Indemnitee shall keep Lessees or their counsel reasonably informed as provided in clause (vi) belowto the progress thereof, adequate reserves consult with Lessees within a reasonable period before any significant action with respect thereto are maintained on Borrower’s books is taken or omitted and consider in accordance with GAAP good faith any suggestions made by Lessees or their counsel; provided, further, that -------- ------- for so long as there shall not have been a Bankruptcy Default nor shall Owner Participant have exercised any of its remedies pursuant to Section 16 of the Lease, no such proceedings or litigation shall be settled or otherwise compromised without the prior written consent of Lessees. If such Indemnitee so elects, such contest shall be conducted by Lessees in the Tax Reserve Account name of such Indemnitee (subject to the preceding proviso) and in no event shall such Indemnitee be required or Insurance Reserve AccountLessees be permitted to contest or to continue to contest, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, the imposition of any Tax for which Lessees are obligated to indemnify pursuant to this Article VII unless (A) Lessees shall ----------- have agreed to pay such Indemnitee on demand and shall have paid as so demanded all reasonable costs and expenses that such Indemnitee may incur in connection with contesting such claim (including, without limitation, all costs, expenses, losses, reasonable legal and accounting fees and disbursements) on an After-Tax Basis; (B) such Indemnitee shall have determined in good faith that the action to be taken will not result in any material danger of sale, forfeiture or loss of any Transponder or any part thereof or any interest therein (except if Lessees shall have made provision to protect the interests of such Indemnitee in a manner satisfactory to such Indemnitee); and (C) if such contest shall be conducted in a manner requiring the payment of the contested Impositionclaim, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith Lessees shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in have advanced on an interest-free basis an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) such claim which such Indemnitee shall have elected to pay and Lessees shall have indemnified the Indemnitee in a manner satisfactory to the Indemnitee, for any additional interest, chargeadverse tax consequences from the receipt, or penalty arising from interest-free nature, of such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beadvance.

Contest. Nothing contained herein (1) The Executive shall notify the Corporation within 30 days of receipt from the Internal Revenue Service of a revenue agent’s report, a 30-day letter or a notice of deficiency (as described in Section 6212 of the Code or any successor provision) or of a similar written claim from a state taxing authority, in which an adjustment is proposed to the federal or state taxes of the Executive for which the Corporation would be deemed required to require Borrower indemnify the Executive hereunder. If the Corporation (i) requests the Executive to paydo so within 30 days after such notice, or cause and (ii) furnishes the Executive an opinion of recognized tax counsel selected by the Corporation and approved by the Executive, which approval shall not unreasonably be withheld, (hereinafter “Tax Counsel”) to be paidthe effect that a reasonable basis exists for contesting such proposed adjustment, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is the Executive shall contest the proposed adjustment in good faith, and by proper legal proceedings, where appropriate, diligently contesting shall keep the validity, amount or application thereof, provided that in each case, at Corporation reasonably informed as to the time progress of the commencement of any such action or proceedingcontest, and during shall consider in good faith any suggestion made by the pendency Corporation as to the method of pursuing such action or proceeding contest; provided, however, that the Executive shall not be obligated to contest such adjustment unless (i) no Event of Default shall exist and be continuing hereunder, the Corporation acknowledges in writing its liability under paragraph (b) above to indemnify the Executive in the event that the Internal Revenue Service or a state taxing authority prevails in its position regarding the proposed adjustment; (ii) Borrower the Corporation shall keep Lender informed of the status of such contest at reasonable intervals, have fully performed its prior obligations under this Agreement; and (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause the subject matter thereof shall not have been previously decided pursuant to the contest provisions of this paragraph (vic) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or to any other executive of the Corporation, unless the Corporation shall have furnished an opinion of Tax Counsel to the Executive that more likely than not the Executive will prevail in the Tax Reserve Account contest; provided, further, that the Executive shall determine, in her sole discretion, the nature of all action to be taken to contest such proposed adjustment, including (x) whether any action to contest such proposed adjustment initially shall be by way of judicial or Insurance Reserve Accountadministrative proceedings, as applicableor both, (ivy) either whether any such contest operates to suspend collection proposed adjustment shall be contested by resisting payment thereof or enforcement as by paying the case may be, of the contested Imposition, Lien or Legal Requirement same and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunderseeking a refund thereof, and (viz) in if the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during Executive shall undertake judicial action with respect to such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoingproposed adjustment, the creation of any such reserves or the furnishing of any bond court or other securityjudicial body before which such action shall be commenced. The Executive shall, Borrower promptly shall comply with if requested by the Corporation within 30 days of an adverse determination by any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Liencourt, and compliance therewith or payment thereof shall not if Tax Counsel is of the opinion that there is a reasonable basis for a successful appeal of the matter in question, be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely obligated to be subject to civil or criminal damages as a result thereof. If appeal such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beadverse determination.

Contest. Nothing contained herein Lessee shall pay on or before the time or times prescribed by law any Impositions (except any Impositions excluded by Section 8.1); provided, however, that Lessee shall be deemed under no obligation to require Borrower to pay, or cause to be paid, pay any such Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower the payment of such Imposition is not delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee for any Imposition which is subject to indemnification as provided in good faithSection 8.1, such Indemnitee shall as soon as practicable notify Lessee and by proper legal proceedingsif, where appropriate, diligently contesting in the validity, amount or application thereof, provided that in each case, at reasonable opinion of tax counsel acceptable to the time Indemnitee there exists a reasonable basis to contest such Imposition and if the provisos of the commencement definition of any such action or proceeding, "Permitted Contest" continue to be satisfied and during the pendency of such action or proceeding (i) so long as no Event of Default shall exist exists and no income tax or unindemnified claim is also involved, and the Lessee admits in writing its duty to indemnify for such claim, Lessee at its expense may, to the extent permitted by applicable law to pursue such claim in its own name, contest such imposition, and subsequently may appeal any adverse determination, in the appropriate administrative and legal forums. If the above described conditions are satisfied but the claim involves income tax or an unindemnified claim or must be continuing hereunder, (ii) Borrower shall keep Lender informed pursued in the name of the status Indemnitee, and the amount at issue exceeds $25,000, then upon the request of Lessee to such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance RequirementIndemnitee, the failure Indemnitee, at Lessee's expense, shall contest any such Imposition through applicable administrative forums. Lessee shall pay all expenses incurred by the Indemnitee in contesting any such Imposition including, without limitation, all reasonable attorneys' and accountants' fees, including the allocated costs of Borrower to comply therewith internal counsel, upon demand by the Indemnitee. Lessee shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or have the right to full payment consult with respect to the conduct of any claims thereunderproceedings controlled by the Indemnitee and Indemnitee shall consider such consultations in good faith; provided, and (vi) in however, that such consultation shall not interfere with the case Indemnitee's control of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding Lessee shall in all events be kept informed, to the foregoingextent practicable, of material developments relative to such proceedings. The Indemnitee shall have the creation right to participate in the conduct of any such reserves or proceedings controlled by Lessee and the furnishing Indemnitee shall in all events be kept informed, to the extent practicable, of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely material developments relative to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.such

Contest. Nothing contained herein If a written claim is made against an Indemnified Party or if any proceeding shall be deemed commenced against any Indemnified Party (including a written notice of such proceeding), for any Taxes with respect to require Borrower which Deepwater may be liable for payment or indemnity hereunder or if any Indemnified Party shall determine that any Tax as to paywhich Deepwater may have an indemnity obligation hereunder shall be payable, such Indemnified Party shall promptly notify Deepwater in writing and shall not take any action with respect to such claim, proceeding or cause Tax without the consent of Deepwater for 30 days after the receipt of such notice by Deepwater; provided, however, that, in the case of any such claim or proceeding, if action shall be required by law or regulation to be paidtaken prior to the end of such 30-day period, any Imposition or such Indemnified Party shall, in such notice to satisfy any Lien, or to comply with any Legal Requirement or Insurance RequirementDeepwater, so long as Borrower is in good faithinform Deepwater, and no action shall be taken with respect to such claim or Tax without the consent of Deepwater before the end of such shorter period. If, within 30 days of receipt of such notice from the Indemnified Party (or such shorter period as the Indemnified Party has notified Deepwater is required by proper legal proceedingslaw or regulation for the Indemnified Party to commence such contest), where appropriateDeepwater shall request in writing that such Indemnified Party contest the imposition of such Tax, diligently contesting the validity, amount or application thereof, provided that in each caseIndemnified Party shall, at the time expense of the commencement Deepwater, in good faith contest (including, without limitation, by pursuit of any such action or proceedingappeals), and during the pendency of such action shall not settle without Deepwater's good faith consent (or proceeding (i) no Event if such contest can be pursued in the name of Default shall exist Deepwater and be continuing hereunderindependently from any other proceeding involving a tax liability, other than a net income or withholding Tax, of such Indemnified Party, the Indemnified Party shall, at Deepwater's sole discretion, allow Deepwater to contest, (ii) Borrower shall keep Lender informed if such contest involves a Tax, other than a net income or withholding Tax, which must be pursued in the name of the status Indemnified Party, but can be pursued independently from any other proceeding involving a tax liability of such Indemnified Party, the Indemnified Party shall allow Deepwater to contest at reasonable intervalsin the name of the Indemnified Party unless, in the good faith judgment of the Indemnified Party, such contest by Deepwater could have a material adverse impact on the business or operations of the Indemnified Party, in which case the Indemnified Party may control such contest or (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirementcontest, the failure Indemnified Party may request Deepwater to contest) the validity, applicability or amount of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereundersuch Taxes by, and (vi) in the case sole discretion of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during Person conducting such contest, Borrower(i) resisting payment thereof, (ii) not paying the same except under protest, if protest is necessary and proper, (iii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; or (iv) taking such other action as is reasonably requested by Deepwater from time to time. Notwithstanding the foregoing provisions of this Section 10.4(f), such Indemnified Party shall deposit not be required to take any administrative or judicial or other action and Deepwater shall not be able to contest such claim in its own name or that of the Indemnified Party unless (A) Deepwater shall have agreed to pay, and shall pay, to such Indemnified Party on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnified Party may incur in connection with contesting such Taxes, including all reasonable legal, accounting and investigatory fees and disbursements (including reasonable allocated time charges of internal counsel of such Indemnified Party), (B) the action to be taken will not result in any material imminent danger of sale, forfeiture or deliver loss of the Drillship or any part thereof or interest therein or risk of criminal liability, (C) if such contest shall involve the payment of the Tax prior to Lender the contest, Deepwater shall, at its option, either Cash and Cash Equivalents (x) pay or a Letter reimburse the Indemnified Party for such Taxes or Letters of Credit (y) provide to the Indemnified Party an interest-free advance in an amount equal to 125% the Tax which the Indemnified Party is required to pay (with no additional net after-tax cost to such Indemnified Party), (D) Deepwater shall have provided to such Indemnified Party an opinion of independent tax counsel selected by Deepwater, and reasonably satisfactory to the Indemnified Party that a Reasonable Basis exists to contest such claim, and (E) if such contest is controlled by Deepwater, Deepwater shall have acknowledged, in writing, its liability for such indemnity in the event such contest is unsuccessful. In no event shall an Indemnified Party be required to appeal an adverse judicial determination to the United States Supreme Court. The Indemnified Party shall consult in good faith with Deepwater regarding the conduct of any contest controlled by such Indemnified Party and shall allow Deepwater to participate in the conduct of any such contest unless the Indemnified Party shall in good faith determine that allowing Deepwater to participate in the conduct of such contest could have a material adverse impact on the business or operations of the Indemnified Party. The parties agree that an Indemnified Party may at any time decline to take further action with respect to the contest of any claim for a Tax and may settle such claim, if such Indemnified Party shall waive its rights to any indemnity from Deepwater that otherwise would be payable in respect of such claim (or any logically related claim) and shall pay to Deepwater any amount previously paid or advanced by Deepwater pursuant to this Section 10.4(f) other than clause (A) of this paragraph (by way of indemnification or advance for the amount payment of Borrower’s a Tax) with respect to such Taxes. If an Indemnified Party shall fail to perform its obligations being contested plus (B) any additional interestunder this Section 10.4(f), chargesuch failure shall not discharge, diminish or penalty arising from such contest. Notwithstanding the foregoing, the creation relieve Deepwater of any liability for indemnification that it may have to such reserves or Indemnified Party hereunder, unless the furnishing contest of a claim is precluded as a result of such failure; provided, that any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof by Deepwater to such Indemnified Party pursuant hereto shall not be deferred, if, at deemed to constitute a waiver or release of any time the Property right or remedy (including any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger remedy of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If damages) that Deepwater may have against such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beIndemnified Party.

Contest. Nothing contained herein shall be deemed to require Mezzanine Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Mezzanine Borrower is (or has caused Mortgage Borrower to be) in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Mezzanine Borrower shall keep Mezzanine Lender informed of the status of such contest at reasonable intervals, (iii) if neither Mezzanine Borrower nor Operating Lessee is not providing (or has not caused Mortgage Borrower to provide) security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Mezzanine Borrower’s (or Mortgage Borrower’s as applicable) books in accordance with GAAP or (or, in the case of Mortgage Borrower, such reserves are maintained in the Tax Reserve Account or Insurance Reserve Account, as applicable, or in the Proceeds Reserve Account pursuant to Article VI of the Loan Agreement (Mortgage), as applicable), (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 this Agreement or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of Two Million Dollars ($1,000,000 2,000,000) individually, or Ten Million Dollars ($10,000,000) in the aggregate, during such contest, Borrower, Mezzanine Borrower shall (or shall cause Mortgage Borrower to) deposit with or deliver to Mezzanine Lender (or, if required under the Loan Agreement (Mortgage), Mortgage Lender) either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125110% of (A) the amount of Borrower’s the obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Mezzanine Borrower shall (or shall cause Mortgage Borrower to) promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property Property, the Collateral, the Senior Mezzanine Collateral or any portion thereof shall be, in Mezzanine Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Mezzanine Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Mezzanine Borrower, Senior Mezzanine Borrowers or Mortgage Borrower, as applicable (a) provided no Event of Default has occurred and is continuing hereunder, Mezzanine Lender shall (or, as applicable, Mortgage Lender may) disburse to the Person entitled to such sums, the security provided therefore under this Section 7.3 and (b) Mezzanine Borrower shall deliver to Mezzanine Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.. Notwithstanding the foregoing, any contest conducted by the Master Lessee in accordance with the Master Lease will be deemed to satisfy the requirements of this Section 7.3 provided that any security deposited by Master Lessee pursuant to the provisions of the Master Lease in connection with such contest is delivered to Mezzanine Lender (or, if required under the Loan Agreement (Mortgage), the Mortgage Lender). 100

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s 's books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 500,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s 's obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s 's reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s 's compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein shall be deemed to require Mezzanine Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Mezzanine Borrower is (or has caused Mortgage Borrower to be) in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Mezzanine Borrower shall keep Mezzanine Lender informed of the status of such contest at reasonable intervals, (iii) if neither Mezzanine Borrower nor Operating Lessee is not providing (or has not caused Mortgage Borrower to provide) security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Mezzanine Borrower’s (or Mortgage Borrower’s as applicable) books in accordance with GAAP or (or, in the case of Mortgage Borrower, such reserves are maintained in the Tax Reserve Account or Insurance Reserve Account, as applicable, or in the Proceeds Reserve Account pursuant to Article VI of the Loan Agreement (Mortgage), as applicable), (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 this Agreement or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of Two Million Dollars ($1,000,000 2,000,000) individually, or Ten Million Dollars ($10,000,000) in the aggregate, during such contest, Borrower, Mezzanine Borrower shall (or shall cause Mortgage Borrower to) deposit with or deliver to Mezzanine Lender (or, if required under the Loan Agreement (Mortgage), Mortgage Lender) either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125110% of (A) the amount of Borrower’s the obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Mezzanine Borrower shall (or shall cause Mortgage Borrower to) promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property Property, the Collateral, the Senior Mezzanine Collateral or any portion thereof shall be, in Mezzanine Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Mezzanine Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Mezzanine Borrower, Senior Mezzanine Borrower or Mortgage Borrower, as applicable (a) provided no Event of Default has occurred and is continuing hereunder, Mezzanine Lender shall (or, as applicable, Mortgage Lender may) disburse to the Person entitled to such sums, the security provided therefore under this Section 7.3 and (b) Mezzanine Borrower shall deliver to Mezzanine Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.. Notwithstanding the foregoing, any contest conducted by the Master Lessee in accordance with the Master Lease will be deemed to satisfy the requirements of this Section 7.3 provided that any security deposited by Master Lessee pursuant to the provisions of the Master Lease in connection with such contest is delivered to Mezzanine Lender (or, if required under the Loan Agreement (Mortgage), the Mortgage Lender). 100

Contest. Nothing contained herein If a claim is made against any Indemnitee for any Taxes for which the Indemnitee intends to seek indemnification hereunder, the Indemnitee shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is promptly notify the Lessee. If requested by the Lessee in good faith, writing and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default is then continuing, the Indemnitee shall exist at the expense of the Lessee (including without limitation, all costs, expenses, losses, legal and be continuing hereunderaccounting fees and disbursements incurred by the Indemnitee reasonably allocable to such contest) in good faith contest or, at the Lessee's request, if permitted by applicable law, permit the Lessee to contest (and in such case, provide all reasonable cooperation to the Lessee) the validity, applicability or amount of such Taxes by (A) resisting payment thereof if practicable, (iiB) Borrower paying the same under protest, if protest is necessary and proper, or (C) if payment be made, using reasonable efforts to obtain a refund thereof, in appropriate administrative and judicial proceedings (including, without limitation, by pursuit of available appeals if requested by the Lessee and if the Lessee provides the Indemnitee with an opinion of outside counsel (at the expense of the Lessee) that such appeal has a realistic possibility of success; provided that no appeal shall be required to be taken to the United States Supreme Court). In any case in which the Indemnitee shall determine to pursue the contest by payment of the Tax, the Lessee shall advance, on an interest free basis and at no net after tax cost to the Indemnitee, the amount of the Tax and any interest, penalties or additions to Tax required to be paid as a precondition to such contest. The Indemnitee shall consult with the Lessee in good faith regarding the manner of contesting such claim and shall keep Lender the Lessee reasonably informed of regarding the status progress of such contest at reasonable intervalsand shall not release, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) belowsettle, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP compromise or in abandon the contest of the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as without the case may be, consent of the contested ImpositionLessee, Lien such consent not to be unreasonably withheld or Legal Requirement and delayed. If the Indemnitee shall obtain a refund of or be entitled to a credit against other liability for all or any part of such contest is maintained and prosecuted continuously and with diligence or Taxes paid by the Imposition or Lien is bonded, (v) in the case of any Insurance RequirementLessee, the failure of Borrower to comply therewith Indemnitee shall not impair pay the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) Lessee the amount of Borrower’s obligations being contested plus (B) such refund attributable to such Taxes paid by the Lessee, after deducting any additional interestcosts and expenses that were incurred by the Indemnitee in connection therewith; provided that such amount shall not be payable before such time as the Lessee shall have made all payments and indemnities then due to the Indemnitee hereunder. If in addition to such refund the Indemnitee shall receive an amount representing interest on the amount of such refund, chargethe Lessee shall be paid that proportion of such interest which is fairly attributable to Taxes paid by the Lessee prior to the receipt of such refund; provided, however, that no amount shall be payable under this or penalty arising from the preceding sentence during any period in which an Event of Default has occurred and is continuing. If the Indemnitee receives an award of attorneys' fees in a contest for which the Lessee has paid an allocable portion of the contest expenses, the Indemnitee shall pay to the Lessee the same proportion of the amount of such award as the amount of attorneys' fees paid or reimbursed by the Lessee bears to the total amount of the attorneys' fees actually incurred by the Indemnitee in conducting such contest. Notwithstanding the foregoing, neither the Lessor nor the Trust Company shall be required to contest a Tax if the action to be taken creates a material danger of sale, forfeiture, loss or creation of a lien on the Aircraft, the Airframe, any such reserves Engine or any Part or on the furnishing of any bond Lessor (or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or LienHead Lessee's) interest therein, and compliance therewith or payment thereof shall not be deferredobligated to continue the contest of any Tax if (i) the Lessee has failed to pay, ifas and to the extent provided above, at any time the Property expenses of such contest incurred by the Lessor or any portion thereof shall be(ii) an Event of Default has occurred and is then continuing, in Lender’s reasonable judgment, in imminent danger of unless such contest is being forfeited or lost or Lender is likely to be subject to civil or criminal damages conducted as a result thereof. If such action claim for refund or proceeding is terminated the Lessee has provided security for the contested Tax liability satisfactory to the Lessor or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirementsthe Trust Company, as the case may be. Notwithstanding the foregoing, neither the Lessor nor the Trust Company will be required to contest the imposition of any Taxes and shall be permitted to settle or compromise any claim without the Lessee's consent if the Lessor or the Trust Company, as the case may be, (i) shall waive its right to indemnity under Clauses 5.6, 5.7, 5.10 and 8.4 with respect to such Taxes (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (ii) shall pay to the Lessee any amount previously paid or advanced by the Lessee pursuant to this Clause 5.12 with respect to such Tax other than, in the case of a contest conducted by means of payment of the Tax, the amount of the Tax.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicableGAAP, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 500,000 individually, or $2,000,000 in the aggregate, which are not bonded, during such contest, Borrower, shall deposit with or deliver to Lender (and, if a Securitization shall have occurred, promptly following any such deposit or delivery, Borrower shall provide written notice of same to the Rating Agencies) either Cash and Cash Equivalents or Equivalents, a Letter or Letters of Credit or other security reasonably acceptable to Lender in an amount equal to 125110% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil penalties or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faithfaith diligently contesting (including, and without limitation, by proper instituting appropriate legal proceedings, where appropriate, diligently contesting when necessary) the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceedingcontest, and during the pendency of such action or proceeding contest (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender Administrative Agent informed of the status of such contest at reasonable intervals, (iiiii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (viiii) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iviii) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bondedfully bonded to the satisfaction of Administrative Agent, (viv) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (viv) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 500,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Administrative Agent Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest, or, if the obligations being contested are less than $500,000, may, in lieu of delivering such Cash or Cash Equivalents, deliver a guaranty of the payment of such amounts from the Guarantor in a form reasonably satisfactory to Administrative Agent. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in LenderAdministrative Agent’s reasonable judgment, in imminent danger of being forfeited or lost or Lender Administrative Agent is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall promptly deliver to Lender Administrative Agent reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein If a claim is made in writing against a Tax Indemnitee (whether on audit or otherwise) for any Taxes that Lessee is required to pay or indemnify against pursuant to Section 1, such Tax Indemnitee shall be deemed notify Lessee in writing within 30 Business Days of the receipt of such claim, provided that a failure to require Borrower to payso notify will not diminish or relieve Lessee of any obligations under Section 1, or cause to be paidunless such failure is willful and the failure precludes a contest. If requested by Lessee in accordance with Section 1 and in writing within 30 days after receipt by Lessee of the notice described in the preceding sentence, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is such Tax Indemnitee shall in good faithfaith and with due diligence contact (including pursuing all administrative and judicial appeals) in the name of Tax Indemnitee or, if permitted by law and requested by proper legal proceedingsLessee and reasonably acceptable to such Tax Indemnitee in the name of Lessee, where appropriate, diligently contesting the validity, applicability or amount of such Taxes in appropriate administrative or application thereofjudicial proceedings, provided that (1) prior to taking such action Lessee shall have agreed to pay to Tax Indemnitee promptly after written demand all out-of-pocket costs and expenses that Tax Indemnitee may incur in each caseconnection with contesting such claim, including, without limitation, all reasonable legal and accountant's fees and disbursements and costs of administrative and judicial proceedings, and the amount of any interest or penalties that may be attributable to and payable as a result of contesting such claim, and such Tax Indemnitee shall not be required to continue any contest or waive any indemnity claims if Lessee does not make such payments promptly after receiving notice of the amounts due, (2) if such contest is to be initiated by the payment of, and the claiming of a refund for such Taxes, Lessee shall have advanced Tax Indemnitee sufficient funds (on an interest-free basis) to make such payment, (3) no Event of Default has occurred and is continuing, (4) the action to be taken will not result in a material risk of sale, forfeiture or loss of Lessor's title to the Aircraft (unless Lessee provides a bond or other security satisfactory to Lessor), (5) prior to commencing any action, Lessee acknowledges its liability hereunder for the Taxes being contested and (6) at Tax Indemnitee's request, Lessee shall provide to Tax Indemnitee a written opinion of independent tax counsel selected by such Tax Indemnitee that there is a reasonable basis for such contest. Notwithstanding that the conditions set forth in clauses (1), (2), (3), (4), (5) and (6) above may have been satisfied, Tax Indemnitee, after consulting in good faith with Lessee, may elect not to pursue any contest or proceeding pursuant to the preceding sentence or elect to discontinue (by settlement or otherwise) any such contest or proceeding commenced pursuant to the preceding sentence, but such election shall constitute a waiver by Tax Indemnitee of any right to payment or indemnification pursuant to Section 1 with respect to the adjustment that was the subject of such proposed contest or proceeding (and any other adjustment the contest of which is precluded by such failure to contest) and, if Lessee has theretofore paid or provided Tax Indemnitee with funds to pay any amount with respect to such adjustments, Tax Indemnitee shall promptly repay such amount to Lessee. If Tax Indemnitee shall obtain a refund in whatever form of all or any part of any Taxes that Lessee shall have paid or reimbursed to Tax Indemnitee hereunder, Tax Indemnitee shall, provided that no Event of Default shall have occurred and be continuing, pay to Lessee an amount that is equal to the sum of the amount of such refund or credit, plus any interest received on such refund attributable to any Taxes paid by, or with funds provided by, Lessee prior to receipt of such refund, reduced by any Taxes incurred by Lessor by reason of the receipt or accrual of such refund and interest and net of any expenses described in clause (1) of the second sentence of Section 1 that have not been previously reimbursed, and increased by any Tax benefit realized by Tax Indemnitee as a result or any payment by Tax Indemnitee made pursuant to this sentence, provided further that, if, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no payment an Event of Default shall exist have occurred and be continuing hereundercontinuing, (ii) Borrower Tax Indemnitee shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) hold the amount of Borrower’s such payment as security for the obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding of Lessee to Tax Indemnitee under the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or LienLease, and compliance therewith or payment thereof at such time as there shall not be deferredcontinuing any such Event of Default, ifshall pay such amount to the Lessee. Tax Indemnitee hereby agrees that it will inform Lessee of the time and place of, at and Tax Indemnitee will not object to Lessee's presence at, any time proceeding conducted pursuant to this Section 6 if in its good faith discretion it determines that such proceeding will not involve any matters unrelated to Taxes that are the Property or any portion thereof subject of Section 1 and that it will not otherwise adversely affect the Tax Indemnitee, provided that Lessee's presence also must be allowed by applicable law and provided further that the conditions set forth in clauses (1), (2), (3), (4), (5) and (6) above shall behave been, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely and shall continue to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may besatisfied.

Contest. Nothing contained herein Lessee shall pay on or before the time or times prescribed by law any Impositions (except any Impositions excluded by Section 8.1); provided, however, that Lessee shall be deemed under no obligation to require Borrower to pay, or cause to be paid, pay any such Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency payment of such action Imposition is not delinquent or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee solely for any Imposition which is subject to indemnification as provided in clause (vi) belowSection 8.1, adequate reserves with respect thereto are maintained on Borrower’s books Indemnitee shall as soon as practicable, but in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, no event more than 20 days after receipt of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or formal written notice of the Imposition or Lien is bondedproposed Imposition, notify Lessee and if, in the reasonable opinion of Lessee and (v) in the case of any Insurance RequirementImposition which may reasonably be expected to exceed $100,000 in the aggregate) tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such Imposition (and if the provisos of the definition of "Permitted Contest" continues to be satisfied and so long as no Event of Default exists), Lessee at its expense may, to the extent permitted by applicable law, contest such imposition, and subsequently may appeal any adverse determination, in the appropriate administra tive and legal forums; provided that in all other circumstances, upon notice from Lessee to such Indemnitee that there exists a reasonable basis to contest any such Imposition (as supported by an opinion of tax counsel to Lessee reasonably acceptable to the Indemnitee), the failure Indemnitee, at Lessee's expense, shall contest any such Imposition. Lessee shall pay all expenses incurred by the Indemnitee in contesting any such Imposition (including, without limitation, all reasonable attorneys' and accountants' fees, including the allocated costs of Borrower to comply therewith internal counsel), upon demand by the Indemnitee. Lessee shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or have the right to full payment participate in the conduct of any claims thereunderproceedings controlled by the Indemnitee to the extent that such participation does not interfere with the Indemnitee's control of such contest and Lessee shall in all events be kept informed, and (vi) to the extent practicable, of material developments relative to such proceed ings. The Indemnitee shall have the right to participate in the case conduct of Impositions any proceedings controlled by Lessee and Liens the Indemni tee shall in all events be kept informed, to the extent practica ble, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which are Lessee would be required to make a reimbursement payment hereunder will not bonded be settled or compromised without Lessee's prior written consent (which consent shall neither be unreasonably delayed nor withheld other than in excess good faith), unless the provisos of $1,000,000 individually, the definition of "Permitted Contest" would not continue to be satisfied. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from Lessee provided that: (x) Lessee on or before the aggregate, during such contest, Borrower, shall deposit with date the Indemnitee executes a settlement or deliver compromise pays the contested Imposition to Lender either Cash and Cash Equivalents the extent agreed upon or a Letter or Letters of Credit makes an indemnification payment to the Indemnitee in an amount equal accepta ble to 125% the Indemnitee; and (y) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of such Lessor to receive Rent or the Lease Balance or any other payment pursuant to the Operative Agreements, or involve a material risk of sale, forfeiture or loss of any of the Vehicles or any interest therein or any matter described in the provisos to the definition of "Permitted Contest". The failure of an Indemnitee to timely contest a claim against it for any Imposition which is subject to indemni fication under Section 8.1 and for which it has an obligation to Lessee to contest under this Section 8.2 in the manner required by applicable law or regulations where Lessee has timely requested that such Indemnitee contest such claim shall relieve Lessee of their obligations to such Indemnitee under Section 8.1 with respect to such claim to the extent such failure results in the loss of an effective contest. If applicable law requires the payment of a contested Imposition as a condition to, or regardless of, its being contested, and Lessee chooses to contest such Imposition or to direct the Indemnitee to contest such Imposition in accordance with this Section, then Lessee shall provide the Indemnitee with the funds to pay such Imposi tion, such provision of funds to be deemed a non-interest bearing loan by Lessee to the Indemnitee to be repaid by any recovery of such Imposition from such contest and any remaining unpaid amount not recovered to offset Lessee's obligation to indemnify the Indemnitee for such Imposition. In the event that the Indemnitee receives a refund (Aor like adjustment) in respect of any Imposition for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall immediately remit the amount of Borrower’s obligations being contested plus such refund (Bor like adjustment) any additional interestto Lessee, charge, or penalty arising from net of all costs and expenses incurred by such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beIndemnitee.

Contest. Nothing contained herein (1) The Executive shall notify the Corporation within 30 days of receipt from the Internal Revenue Service of a revenue agent's report, a 30-day letter or a notice of deficiency (as described in Section 6212 of the Code or any successor provision) or of a similar written claim from a state taxing authority, in which an adjustment is proposed to the federal or state taxes of the Executive for which the Corporation would be deemed required to require Borrower indemnify the Executive hereunder. If the Corporation (i) requests the Executive to paydo so within 30 days after such notice, or cause and (ii) furnishes the Executive an opinion of recognized tax counsel selected by the Corporation and approved by the Executive, which approval shall not unreasonably be withheld, (hereinafter "Tax Counsel") to be paidthe effect that a reasonable basis exists for contesting such proposed adjustment, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is the Executive shall contest the proposed adjustment in good faith, and by proper legal proceedings, where appropriate, diligently contesting shall keep the validity, amount or application thereof, provided that in each case, at Corporation reasonably informed as to the time progress of the commencement of any such action or proceedingcontest, and during shall consider in good faith any suggestion made by the pendency Corporation as to the method of pursuing such action or proceeding contest; provided, however, that the Executive shall not be obligated to contest such adjustment unless (i) no Event of Default shall exist and be continuing hereunder, the Corporation acknowledges in writing its liability under paragraph (b) above to indemnify the Executive in the event that the Internal Revenue Service or a state taxing authority prevails in its position regarding the proposed adjustment; (ii) Borrower the Corporation shall keep Lender informed of the status of such contest at reasonable intervals, have fully performed its prior obligations under this Agreement; and (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause the subject matter thereof shall not have been previously decided pursuant to the contest provisions of this paragraph (vic) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or to any other executive of the Corporation, unless the Corporation shall have furnished an opinion of Tax Counsel to the Executive that more likely than not the Executive will prevail in the Tax Reserve Account contest; provided, further, that the Executive shall determine, in his sole discretion, the nature of all action to be taken to contest such proposed adjustment, including (x) whether any action to contest such proposed adjustment initially shall be by way of judicial or Insurance Reserve Accountadministrative proceedings, as applicableor both, (ivy) either whether any such contest operates to suspend collection proposed adjustment shall be contested by resisting payment thereof or enforcement as by paying the case may be, of the contested Imposition, Lien or Legal Requirement same and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunderseeking a refund thereof, and (viz) in if the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during Executive shall undertake judicial action with respect to such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoingproposed adjustment, the creation of any such reserves or the furnishing of any bond court or other securityjudicial body before which such action shall be commenced. The Executive shall, Borrower promptly shall comply with if requested by the Corporation within 30 days of an adverse determination by any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Liencourt, and compliance therewith or payment thereof shall not be deferred, if, at any time if Tax Counsel is of the Property or any portion thereof shall be, in Lender’s opinion that there is a reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as basis for a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.successful appeal

Contest. Nothing contained herein Lessee shall pay on or before the time or times prescribed by law any Impositions (except any Impositions excluded by Section 8.1); provided, however, that Lessee shall be deemed under no obligation to require Borrower to pay, or cause to be paid, pay any such Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency payment of such action Imposition is not delinquent or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee solely for any Imposition which is subject to indemnification as provided in clause (vi) belowSection 8.1, adequate reserves with respect thereto are maintained on Borrower’s books Indemnitee shall as soon as practicable, but in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, no event more than 20 days after receipt of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or formal written notice of the Imposition or Lien is bondedproposed Imposition, notify Lessee and if, in the reasonable opinion of Lessee and (v) in the case of any Insurance RequirementImposition which may reasonably be expected to exceed $100,000 in the aggregate) tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such Imposition (and if the provisos of the definition of Permitted Contest continues to be satisfied and so long as no Event of Default exists), Lessee at its expense may, to the extent permitted by applicable law, contest such imposition, and subsequently may appeal any adverse determination, in the appropriate administrative and legal forums; provided that in all other circumstances, upon notice from Lessee to such Indemnitee that there exists a reasonable basis to contest any such Imposition (as supported by an opinion of tax counsel to Lessee reasonably acceptable to the Indemnitee), the failure Indemnitee, at Lessee's expense, shall contest any such Imposition. Lessee shall pay all expenses incurred by the Indemnitee in contesting any such Imposition (including, without limitation, all reasonable attorneys' and accountants' fees, including the allocated costs of Borrower to comply therewith internal counsel), upon demand by the Indemnitee. Lessee shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or have the right to full payment participate in the conduct of any claims thereunderproceedings controlled by the Indemnitee to the extent that such participation does not interfere with the Indemnitee's control of such contest and Lessee shall in all events be kept informed, and (vi) to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the case conduct of Impositions any proceedings controlled by Lessee and Liens the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which are Lessee would be required to make a reimbursement payment hereunder will not bonded be settled or compromised without Lessee's prior written consent (which consent shall neither be unreasonably delayed nor withheld other than in excess good faith), unless the provisos of $1,000,000 individually, the definition of Permitted Contest would not continue to be satisfied. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from Lessee provided that: (x) Lessee on or before the aggregate, during such contest, Borrower, shall deposit with date the Indemnitee executes a settlement or deliver compromise pays the contested Imposition to Lender either Cash and Cash Equivalents the extent agreed upon or a Letter or Letters of Credit makes an indemnification payment to the Indemnitee in an amount equal acceptable to 125% the Indemnitee; and (y) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of such Lessor to receive Rent or the Lease Balance or any other payment pursuant to the Operative Agreements, or involve a material risk of sale, forfeiture or loss of any of the Vehicles or any interest therein or any matter described in the provisos to the definition of Permitted Contest The failure of an Indemnitee to timely contest a claim against it for any Imposition which is subject to indemnification under Section 8.1 and for which it has an obligation to Lessee to contest under this Section 8.2 in the manner required by applicable law or regulations where Lessee has timely requested that such Indemnitee contest such claim shall relieve Lessee of their obligations to such Indemnitee under Section 8.1 with respect to such claim to the extent such failure results in the loss of an effective contest. If applicable law requires the payment of a contested Imposition as a condition to, or regardless of, its being contested, and Lessee chooses to contest such Imposition or to direct the Indemnitee to contest such Imposition in accordance with this Section, then Lessee shall provide the Indemnitee with the funds to pay such Imposition, such provision of funds to be deemed a non-interest bearing loan by Lessee to the Indemnitee to be repaid by any recovery of such Imposition from such contest and any remaining unpaid amount not recovered to offset Lessee's obligation to indemnify the Indemnitee for such Imposition. In the event that the Indemnitee receives a refund (Aor like adjustment) in respect of any Imposition for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall immediately remit the amount of Borrower’s obligations being contested plus such refund (Bor like adjustment) any additional interestto Lessee, charge, or penalty arising from net of all costs and expenses incurred by such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beIndemnitee.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender Administrative Agent informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bondedfully bonded to the reasonable satisfaction of Administrative Agent, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 500,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Administrative Agent, Cash and Cash Equivalents or a Letter letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest, or, if the obligations being contested are less than $500,000, shall deliver a guaranty of the payment of such amounts from the Gurantor in a form reasonably satisfactory to Lender. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in LenderAdministrative Agent’s reasonable judgment, in imminent danger of being forfeited or lost or Lender Administrative Agent is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender Administrative Agent reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein (1) The Executive shall notify the Corporation within 30 days of receipt from the Internal Revenue Service of a revenue agent's report, a 30-day letter or a notice of deficiency (as described in Section 6212 of the Code or any successor provision) or of a similar written claim from a state taxing authority, in which an adjustment is proposed to the federal or state taxes of the Executive for which the Corporation would be deemed required to require Borrower indemnify the Executive hereunder. If the Corporation (i) requests the Executive to paydo so within 30 days after such notice, or cause and (ii) furnishes the Executive an opinion of recognized tax counsel selected by the Corporation and approved by the Executive, which approval shall not unreasonably be withheld, (hereinafter "Tax Counsel") to be paidthe effect that a reasonable basis exists for contesting such proposed adjustment, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is the Executive shall contest the proposed adjustment in good faith, and by proper legal proceedings, where appropriate, diligently contesting shall keep the validity, amount or application thereof, provided that in each case, at Corporation reasonably informed as to the time progress of the commencement of any such action or proceedingcontest, and during shall consider in good faith any suggestion made by the pendency Corporation as to the method of pursuing such action or proceeding contest; provided, however, that the Executive shall not be obligated to contest such adjustment unless (i) no Event of Default shall exist and be continuing hereunder, the Corporation acknowledges in writing its liability under paragraph (b) above to indemnify the Executive in the event that the Internal Revenue Service or a state taxing authority prevails in its position regarding the proposed adjustment; (ii) Borrower the Corporation shall keep Lender informed of the status of such contest at reasonable intervals, have fully performed its prior obligations under this Agreement; and (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause the subject matter thereof shall not have been previously decided pursuant to the contest provisions of this paragraph (vic) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or to any other executive of the Corporation, unless the Corporation shall have furnished an opinion of Tax Counsel to the Executive that more likely than not the Executive will prevail in the Tax Reserve Account contest; provided, further, that the Executive shall determine, in his sole discretion, the nature of all action to be taken to contest such proposed adjustment, including (x) whether any action to contest such proposed adjustment initially shall be by way of judicial or Insurance Reserve Accountadministrative proceedings, as applicableor both, (ivy) either whether any such contest operates to suspend collection proposed adjustment shall be contested by resisting payment thereof or enforcement as by paying the case may be, of the contested Imposition, Lien or Legal Requirement same and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunderseeking a refund thereof, and (viz) in if the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during Executive shall undertake judicial action with respect to such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoingproposed adjustment, the creation of any such reserves or the furnishing of any bond court or other securityjudicial body before which such action shall be commenced. The Executive shall, Borrower promptly shall comply with if requested by the Corporation within 30 days of an adverse determination by any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Liencourt, and compliance therewith or payment thereof shall not if Tax Counsel is of the opinion that there is a reasonable basis for a successful appeal of the matter in question, be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely obligated to be subject to civil or criminal damages as a result thereof. If appeal such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beadverse determination.

Contest. Nothing contained herein shall be deemed to require Borrower and/or Maryland Owner to pay, or cause to be paid, any Imposition or Other Charges, or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower and/or Maryland Owner is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (iia) Borrower and/or Maryland Owner shall keep Lender informed of the status of such contest at reasonable intervals, (iiib) if neither Borrower nor Operating Lessee and/or Maryland Owner is not providing security as provided in clause (vie) below, adequate reserves with respect thereto are maintained on Borrower’s and/or Maryland Owner’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (ivc) either such contest operates to suspend collection or enforcement enforcement, as the case may be, of the contested Imposition, Lien or Legal Requirement Requirement, and such contest is maintained and prosecuted continuously and with diligence diligence, or the Imposition or Lien is bondedbonded or provision reasonably satisfactory to Lender for the protection of Lender’s interest in the each applicable Individual Property is otherwise made, (vd) in the case of any Insurance Requirement, the failure of Borrower and/or Maryland Owner to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower and/or Maryland Owner under Section 6.1 or the right to full payment of any claims thereunder, and (vie) in the case of Impositions and Liens which are not bonded in excess of Ten Million and No/100 Dollars ($1,000,000 individually, or 10,000,000.00) in the aggregate, aggregate or One Million and No/100 Dollars ($1,000,000.00) individually (the “Contest Threshold”) during such contest, BorrowerBorrower and/or Maryland Owner, shall deposit with or deliver to Lender either Cash and Cash Equivalents Equivalents, a guaranty by VOP or any other Person, provided that VOP or such other Person maintains an Investment Grade rating as to its a long-term unsecured debt, to Lender (in form reasonably acceptable to Lender) of any or a Letter or Letters of Credit in an amount equal to 125% the excess of (A) (i) the amount of Borrower’s and/or Maryland Owner’s obligations being contested plus (Bii) any additional interest, charge, or penalty arising from such contestcontest over (B) the Contest Threshold, or provision reasonably satisfactory to Lender for the protection of Lender’s interest in each applicable Individual Property is otherwise made. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower and/or Maryland Owner promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the any Individual Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages charges as a result thereof. If such action or proceeding is terminated or discontinued adversely to BorrowerBorrower and/or Maryland Owner, Borrower and/or Maryland Owner shall deliver to Lender reasonable evidence of Borrower’s and/or Maryland Owner’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.. 119

Contest. Nothing contained herein shall be deemed After prior written notice to require Borrower to payLender, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or cause to be paidvalidity or application in whole or in part of any of the Taxes, Other Charges or any Imposition or to satisfy any LienLien (other than the Lien of the Loan Documents) provided that, or to comply with any Legal Requirement or Insurance Requirement, and only for so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i1) no Event of Default shall exist and be continuing hereunder, exists; (ii2) Borrower shall keep Lender informed of neither any Collateral nor the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP Property or any part thereof or interest therein will in the Tax Reserve Account opinion of Lender be in danger of being sold, forfeited, terminated, canceled or Insurance Reserve Account, as applicable, lost; (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v3) in the case of Taxes, Borrower has paid or caused to be paid the same before delinquent even though they are contesting the same; (4) such contest shall be permitted under and be conducted in accordance with Applicable Law and in accordance with the provisions of any Insurance Requirement, the failure of other instrument or agreement affecting any Property to which Borrower to comply therewith is subject and shall not impair constitute a default thereunder; (5) Borrower promptly pays or causes to be paid any contested amount if and to the validity extent the outcome of such contest requires the payment of the same; and (6) unless Borrower shall have paid or caused to be paid the same under protest, at Lender’s option Borrower shall have or shall cause to be either (i) deposited with Lender adequate cash reserves for the payment thereof, together with all interest and penalties which may accrue thereon, or (ii) furnished to Lender such other security Lender may deem adequate to insure the payment of such contested amounts together with all interest and penalties which may accrue thereon; provided, however, Lender agrees that Borrower may satisfy the requirements of this clause (6) by obtaining or causing to be obtained in favor of Lender an indemnity (in form and content acceptable to Lender) from the Title Company or other surety acceptable to Lender in respect of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations Lien being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to by Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein shall be deemed to require the Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement of Law or Insurance Requirement, so long as the Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) the Borrower shall keep Lender the Administrative Agent informed of the status of such contest at reasonable intervals, (iii) if neither the Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on the Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicableGAAP, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of the Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by the Borrower under Section 6.1 7.3(1) or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, the Borrower, shall deposit with or deliver to Lender the Administrative Agent either Cash cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of the Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, the Borrower promptly shall comply with any contested Legal Requirement of Law or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Mortgaged Property or any portion thereof shall be, in Lenderthe Administrative Agent’s reasonable judgment, in imminent danger of being forfeited or lost or Lender the Administrative Agent is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to the Borrower, the Borrower shall deliver to Lender the Administrative Agent reasonable evidence of the Borrower’s compliance with such contested Imposition, Lien, Legal Requirements of Law or Insurance Requirements, as the case may be.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause If written claim is made against any Indemnitee for any Taxes required to be paidindemnified in this Section 15, such Indemnitee shall within thirty (30) days notify Lessee; provided however, that any Imposition or failure to satisfy any Liennotify Lessee shall not diminish Lessee's obligations hereunder except to the extent Lessee is prevented from effectively exercising its contest rights. If requested by Lessee in writing (provided that Lessee shall furnish the Indemnitee a written opinion of independent counsel selected by Lessee and reasonably satisfactory to Indemnitee to the effect that a meritorious defense to such claim exists), or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is such Indemnitee shall in good faithfaith contest, and by proper legal proceedingsincluding an appeal to the first court of competent jurisdiction (or, where appropriatein the good faith discretion of such Indemnitee, diligently contesting permit Lessee to contest in the name of Lessee or in the name of such Indemnitee) the validity, applicability and amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding Taxes by (i) no Event resisting payment thereof, if such Tax Indemnitee in its reasonable discretion shall determine such course of Default shall exist and action to be continuing hereunderappropriate, (ii) Borrower shall keep Lender informed of paying the status of such contest at reasonable intervalssame under protest, if protest is necessary and proper, or (iii) if neither Borrower nor Operating payment shall be made, attempting to obtain a refund thereof in appropriate administrative and judicial proceedings, including an appeal to the first court of competent jurisdiction, provided, however, that (A) prior to taking such action Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained shall have agreed to pay such Indemnitee on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicabledemand, (iv) either such contest operates to suspend collection or enforcement as the case may beor, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirementitem (II) below, the failure of Borrower advance to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereundersuch Indemnitee on an interest-free basis) all costs and expenses which such Indemnitee may incur in connection with contesting such claim, including, without limitation, (I) all reasonable legal, accountants' and investigatory fees and disbursements, and (viII) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Tax, sufficient funds on an after-tax basis to make such payment, and (B) such proceedings do not, based on a good faith determination of such Indemnitee involve any danger of the sale, forfeiture or loss of the Airship or any part thereof or if there is such a risk, Lessee has provided to the Indemnitee security in form and substance reasonably satisfactory to such Indemnitee. The Indemnitee shall determine the case method of Impositions any contest and Liens which are (upon good faith consultation with Lessee) control the conduct thereof. Notwithstanding anything contained in this Section, an Indemnitee will not bonded in excess of $1,000,000 individuallybe required to contest, or in to continue to contest the aggregatevalidity, during such contest, Borrower, shall deposit with applicability or deliver to Lender either Cash and Cash Equivalents amount of any Tax (or a Letter or Letters of Credit in an amount equal to 125% of portion thereof) (Ax) the amount of Borrower’s obligations being contested plus the claim for which does not exceed $25,000 or (By) any additional interest, chargeif a Default or Event of Default has occurred and is continuing. Any Indemnitee may in its sole discretion (by written notice to Lessee) unconditionally waive its rights to the indemnities provided for in this Section 15 and refrain from contesting, or penalty arising from continuing the contest of such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall beTaxes, in Lender’s reasonable judgmentwhich event Lessee shall have no liability to such Indemnitee hereunder with respect to such Taxes and such Indemnitee shall refund to Lessee any advance previously made by Lessee with respect to such Taxes, in imminent danger plus interest thereon at the rate applicable to refunds of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence Taxes under the laws of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may berelevant jurisdiction.

Contest. Nothing contained herein (a) If an Indemnitee receives a written claim for any Tax for which Lessee would be required to pay an indemnity pursuant to Clause 5.7 or Clause 5.8, such Indemnitee shall be deemed notify Lessee promptly of such claim, provided that any failure to require Borrower provide such notice will not relieve Lessee of any indemnification obligation pursuant to payClause 5.7 or Clause 5.8. If requested by Lessee in writing promptly after receipt of such Indemnitee's notice, such Indemnitee shall, upon receipt of indemnity satisfactory to it and at the expense of Lessee (including, without limitation, all costs, expenses, legal and accountants' fees and disbursements, and penalties, interest and additions to tax incurred in contesting such claim) in good faith contest or (if permitted by applicable Law) permit Lessee to contest such claim by (i) resisting payment thereof if practicable and appropriate, (ii) not paying the same except under protest if protest is necessary and proper, or cause (iii) if payment is made, using reasonable efforts to obtain a refund of such Taxes in appropriate administrative and judicial proceedings. Such Indemnitee shall determine the method of any contest conducted by such Indemnitee and (in good faith consultation with Lessee) control the conduct thereof. Lessee shall determine the method of any contest conducted by Lessee and (in good faith consultation with such Indemnitee) control the conduct thereof. Lessee shall pay in full all payments of Rent and other amounts payable pursuant to the Operative Documents, without reduction for or on account of any Tax, while such contest is continuing. Such Indemnitee shall not be paid, any Imposition or required to satisfy any Liencontest, or to comply with any Legal Requirement continue to contest, a claim for Taxes under this Clause 5.12 if (x) such contest would result in a risk of criminal penalties or Insurance Requirementof a sale, so long as Borrower is in good faithforfeiture or loss of, or the imposition of a Lien (other than a Permitted Lien) on, the Aircraft, or (y) Lessee shall not have furnished an opinion of independent tax counsel selected by such Indemnitee and by proper legal proceedingsreasonably satisfactory to Lessee, where appropriatethat a reasonable basis exists for such contest, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action (z) a Default or proceeding, and during the pendency of such action or proceeding (i) no an Event of Default shall exist and be continuing hereunder(unless Lessee shall have provided security reasonably satisfactory to such Indemnitee securing Lessee's performance of its obligations under this Clause 5). If such Indemnitee contests any claim for Taxes by making a payment and seeking a refund thereof, (ii) Borrower then Lessee shall keep Lender informed of the status of advance to such contest at reasonable intervalsIndemnitee, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) belowon an interest-free basis, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% the Taxes to be paid by such Indemnitee in connection with the contest and shall indemnify such Indemnitee on an After-Tax Basis for any adverse tax consequences to such Indemnitee of (A) such interest-free advance. Upon the final determination of any contest pursuant to this Clause 5.12 in respect of any Taxes for which Lessee shall have made an advance to such Indemnitee in accordance with the immediately preceding sentence, the amount of Borrower’s obligations being contested plus (B) Lessee's obligation shall be determined as if such advance had not been made; any additional interest, charge, or penalty arising from indemnity obligation of Lessee to such contest. Notwithstanding Indemnitee under this Clause 5 and such Indemnitee's obligation to repay the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lienadvance will be satisfied first by setoff against each other, and compliance therewith or payment thereof any difference owing by either party shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If paid within ten days after such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may befinal determination.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individuallyan amount equal to five percent (5%) of the Allocated Loan Amount of the applicable Individual Property, or Two Million Dollars ($2,000,000) in the aggregate, during such contest, BorrowerBorrower (or in the case of the Maryland Property, Maryland Loan Guarantor), shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter of Credit or Letters of Credit in an amount equal to one hundred twenty-five percent (125% %) of (A) the amount of Borrower’s (or in the case of the Maryland Property, Maryland Loan Guarantor’s) obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower and Maryland Loan Guarantor promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to BorrowerBorrower (or in the case of the Maryland Property, Maryland Loan Guarantor), Borrower or Maryland Loan Guarantor, as applicable, shall deliver to Lender reasonable evidence of Borrower’s its compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein If (A) within 45 days after Lessee receives the ------- notice, xxxx or advice described in Section 16(b)(v), Lessee delivers to such Indemnitee a written request that such Indemnitee contest such Taxes, which written request shall be deemed accompanied by an opinion of independent tax counsel (which counsel is reasonably satisfactory to require Borrower such Indemnitee) that there is a reasonable basis for contesting such Taxes, (B) Lessee delivers to such Indemnitee an indemnity, in form and substance reasonably satisfactory to such Indemnitee, for such Taxes and for any liability, loss or expense that such Indemnitee may incur as a result of contesting such Taxes, including, all costs, expenses, losses, legal and accounting fees and disbursements, penalties and interest, and Lessee agrees to pay, and shall pay, on demand all such taxes, liabilities, losses or cause to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faithexpenses, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount (C) provided no Default or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (i) no Event of Default shall exist have occurred and be continuing hereundercontinuing, then, as long as such conditions shall remain satisfied, Indemnitee shall contest the validity, applicability or amount of such taxes by (I) resisting payment thereof, if practicable, (ii) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iiiII) if neither Borrower nor Operating Lessee payment is providing security as provided made, using reasonable efforts to obtain a refund thereof in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement appropriate administrative and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunderjudicial proceedings, and (viIII) taking such other reasonable action as Lessee shall request from time to time, but only if such contest shall not, in such Indemnitee's reasonable opinion (confirmed by an opinion of independent legal counsel), involve a material risk of loss or forfeiture of any part of the case Aircraft. If an Indemnitee obtains a refund of Impositions and Liens which are not bonded in excess all or any part of $1,000,000 individuallythe Taxes, or in to the aggregateextent such amount has been paid to such Indemnitee pursuant to this Section 16(b), during such contest, Borrower, Lessee shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) promptly be paid the amount of Borrower’s obligations being contested plus (B) any additional interestsuch refund and, chargeif in addition to such refund an Indemnitee receives an amount representing interest on such refund, or penalty arising from Lessee shall promptly be paid that proportion of such contest. Notwithstanding interest that is fairly attributable to Taxes paid by Lessee prior to the foregoingreceipt of such refund, the creation of any but such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof amounts shall not be deferred, if, at any time the Property payable if a Default or any portion thereof an Event of Default shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to have occurred and be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may becontinuing.

Contest. Nothing contained herein shall be deemed to require Borrower to pay, or cause to be paid, any Imposition Imposition, Permitted Debt or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (ia) no Event of Default shall exist and be continuing hereunder, (iib) Borrower shall keep Lender informed of the status of such contest at reasonable intervals, (iiic) if neither Borrower nor Operating Lessee is not providing security as provided in clause (vid) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account or Insurance Reserve Account, as applicable, (ive) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (vf) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 Article VI or the right to full payment of any claims thereunder, and (vig) in the case of Impositions Impositions, Permitted Debt and Liens which are not bonded in excess of $1,000,000 2,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (Ai) the amount of Borrower’s obligations being contested plus (Bii) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.

Contest. Nothing contained herein If a written claim is made against any Tax ------- Indemnitee for any Taxes for which Lessee is responsible under Section ------- 17(a)hereof, such Tax Indemnitee shall promptly notify Lessee; provided, that, ---- -------- the failure to provide such notice shall not affect Lessee's obligations hereunder to such Tax Indemnitee unless such failure shall preclude the contest of such claim. If reasonably requested by Lessee in writing within 30 days after such notification, and upon determination that the amount of the claim exceeds $25,000 and that the action to be deemed to require Borrower to paytaken will not, in the sole opinion of Lessor, result in any material danger of sale, forfeiture or loss of, or cause the creation of any Lien on the Aircraft or any interest therein (or in the event of such material danger of sale, forfeiture, loss or lien, Lessee shall have not obtained a bond satisfactory to be paidLessor in Lessor's sole discretion), any Imposition or such Tax Indemnitee shall upon receipt of an indemnity reasonably satisfactory to satisfy any Lienit at the sole expense of Lessee (including, or to comply with any Legal Requirement or Insurance Requirementwithout limitation, so long as Borrower is all reasonable costs, expenses, losses, legal and accountant's fees and disbursements, penalties and interest) in good faith, and by proper legal proceedings, where appropriate, diligently contesting faith contest the validity, applicability or amount or application thereof, provided that in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding Taxes by in such Tax Indemnitee's sole discretion (i) no Event of Default shall exist and be continuing hereunder, resisting payment thereof; (ii) Borrower shall keep Lender informed of not paying the status of such contest at reasonable intervalssame except under protest, if protest is necessary and proper; and (iii) if neither Borrower nor Operating payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings; provided, -------- however, that such Tax Indemnitee shall not be required to take any action to ------- contest a claim unless (x) Lessee provides an opinion of tax counsel of nationally recognized standing selected by Lessee and reasonably satisfactory to such Tax Indemnitee, to the effect that there is providing security as provided a reasonable basis under the standard set forth in clause ABA Formal Opinion 85-352 or any successor thereto in law and fact for contesting such proposed adjustment (viwhich opinion shall be obtained at Lessee's sole cost and expense), (y) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in the event that the subject matter of the contest is of a continuing nature and has previously been decided adversely pursuant to the contest provisions of this Section 17(e)by the highest ------------- court to which an appeal was taken, there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided and such Tax Reserve Account or Insurance Reserve AccountIndemnitee shall have received an opinion of independent tax counsel selected by such Tax Indemnitee, which opinion shall be obtained at Lessee's sole expense, to the effect that, as applicablea result of such change it is (at least) as likely as not that the position which such Tax Indemnitee or Lessee, (iv) either such contest operates to suspend collection or enforcement as the case may be, will assert in any contest of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunderTax would prevail, and (viz) prior to the commencement of any contest, Lessee shall have delivered to such Tax Indemnitee a written acknowledgment of its obligation to fully indemnify Lessor to the extent the contest is not successful. Any contest required pursuant to the preceding sentence shall, at the option of such Tax Indemnitee, be conducted by such Tax Indemnitee or Lessee in the case name of Impositions Lessee or such Tax Indemnitee. If any contest involves payment of the Tax in question, Lessee shall either make such payment directly to the appropriate authority or advance to such Tax Indemnitee sufficient funds (on an interest-free basis) to make such payment. If a Tax Indemnitee shall obtain an actual refund or credit of all or any part of any Taxes paid by Lessee, such Tax Indemnitee shall pay to Lessee the amount of such refund or credit (taking into account any tax savings resulting therefrom), net of expenses not already paid or reimbursed by Lessee, and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in any interest fairly attributable thereto plus an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from Tax savings realized by such contest. Notwithstanding the foregoing, the creation Tax Indemnitee as a result of any payment to Lessee pursuant to this paragraph; provided, however, that such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof amount shall not be deferred-------- ------- payable before Lessee makes all payments and indemnities to such Tax Indemnitee then due hereunder; and, ifprovided further, at however, that the aggregate amount of -------- ------- ------- all payments with respect to any time Taxes made by such Tax Indemnitee pursuant to this sentence shall not exceed the Property aggregate amount of all payments made by Lessee to such Tax Indemnitee pursuant to this Section 17 with respect to such ---------- Taxes. Notwithstanding anything to the contrary herein, (x) if a Default or Event of Default shall have occurred and be continuing, Lessee shall not be entitled, and no Tax Indemnitee shall be obligated, to commence or to continue any portion thereof contest hereunder and (y) in no event shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely a Tax Indemnitee be required to appeal an adverse judicial decision to the United States Supreme Court. Lessee shall not be deemed to be subject in default under any of the indemnification provisions of this Section 17 while it or a Tax Indemnitee ----------- diligently prosecutes such contest pursuant to civil this Section 17(e). -------------- Nothing contained in this Section 17(e)shall require any Tax -------------- Indemnitee to contest or criminal damages as permit Lessee to contest a result thereof. If claim which it would otherwise be required to contest pursuant to this Section 17(e) if such action or proceeding is terminated or discontinued adversely to Borrower, Borrower Tax Indemnitee shall deliver to Lender reasonable evidence waive payment by Lessee of Borrower’s compliance with any amount that might otherwise be payable by Lessee under Section 17(a)by way of indemnity in respect of such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be-------------- claim.

Contest. Nothing contained herein (1) The Executive shall notify the Corporation within 30 days of receipt from the Internal Revenue Service of a revenue agent's report, a 30-day letter or a notice of deficiency (as described in Section 6212 of the Code or any successor provision) or of a similar written claim from a state taxing authority, in which an adjustment is proposed to the federal or state taxes of the Executive for which the Corporation would be deemed required to require Borrower indemnify the Executive hereunder. If the Corporation (i) requests the Executive to paydo so within 30 days after such notice, or cause and (ii) furnishes the Executive an opinion of recognized tax counsel selected by the Corporation and approved by the Executive, which approval shall not unreasonably be withheld, (hereinafter "Tax Counsel") to be paidthe effect that a reasonable basis exists for contesting such proposed adjustment, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is the Executive shall contest the proposed adjustment in good faith, and by proper legal proceedings, where appropriate, diligently contesting shall keep the validity, amount or application thereof, provided that in each case, at Corporation reasonably informed as to the time progress of the commencement of any such action or proceedingcontest, and during shall consider in good faith any suggestion made by the pendency Corporation as to the method of pursuing such action or proceeding contest; provided, however, that the Executive shall not be obligated to contest such adjustment unless (i) no Event of Default shall exist and be continuing hereunder, the Corporation acknowledges in writing its liability under paragraph (b) above to indemnify the Executive in the event that the Internal Revenue Service or a state taxing authority prevails in its position regarding the proposed adjustment; (ii) Borrower the Corporation shall keep Lender informed of the status of such contest at reasonable intervals, have fully performed its prior obligations under this Agreement; and (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause the subject matter thereof shall not have been previously decided pursuant to the contest provisions of this paragraph (vic) below, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or to any other executive of the Corporation, unless the Corporation shall have furnished an opinion of Tax Counsel to the Executive that more likely than not the Executive will prevail in the Tax Reserve Account contest; provided, further, that the Executive shall determine, in his sole discretion, the nature of all action to be taken to contest such proposed adjustment, including (x) whether any action to contest such proposed adjustment initially shall be by way of judicial or Insurance Reserve Accountadministrative proceedings, as applicableor both, (ivy) either whether any such contest operates to suspend collection proposed adjustment shall be contested by resisting payment thereof or enforcement as by paying the case may be, of the contested Imposition, Lien or Legal Requirement same and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunderseeking a refund thereof, and (viz) in if the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during Executive shall undertake judicial action with respect to such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoingproposed adjustment, the creation of any such reserves or the furnishing of any bond court or other securityjudicial body before which such action shall be commenced. The Executive shall, Borrower promptly shall comply with if requested by the Corporation within 30 days of an adverse determination by any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Liencourt, and compliance therewith or payment thereof shall not if Tax Counsel is of the opinion that there is a reasonable basis for a successful appeal of the matter in question, be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely obligated to be subject to civil or criminal damages as a result thereof. If appeal such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may be.adverse determination:

Contest. Nothing contained herein If Sublessor receives a written claim for an indemnity pursuant to the Tax Indemnity Agreement for which Sublessee would be required to pay Sublessor an indemnity hereunder, Sublessor shall be deemed notify Sublessee thereof in writing (but it being understood and agreed that failure of Sublessor to require Borrower provide such notice to paySublessee shall not adversely affect or otherwise prejudice any Sublessor’s right to an indemnity hereunder). If requested by Sublessee in writing within ten (10) Business Days before the latest day on which Sublessor may request a contest pursuant to Section 6 of the Tax Indemnity Agreement, or cause to be paidSublessor shall exercise its rights, any Imposition or to satisfy any Lienif any, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is in good faith, and by proper legal proceedings, where appropriate, diligently contesting under Section 6 of the validity, amount or application thereof, Tax Indemnity Agreement provided that in each case, at the time of the commencement of no event shall Sublessor be required to initiate or continue (or be required to request any such action other person to initiate or proceeding, and during the pendency of such action or proceeding continue) a contest unless: (i) no Event the amount of Default the obligation on the part of Sublessee to indemnify Sublessor pursuant to subsection (1) hereof shall exist and be continuing hereunderat least $***, (ii) Borrower shall keep Lender informed Sublessee agrees to reimburse Sublessor on demand (and complies with such agreement) for all of the status of Owner Participant’s and Sublessor’s reasonable costs and expenses (including, without limitation, reasonable legal and accounting fees and disbursements) which each may incur in contesting such contest at reasonable intervalsdisallowance, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause Owner Participant elects to contest the disallowance by paying the tax claimed (viincluding interest, penalties or additions to tax) belowand seeking a refund, adequate reserves with respect thereto are maintained Sublessee shall advance to Sublessor on Borrower’s books in accordance with GAAP or in an interest free basis the Tax Reserve Account or Insurance Reserve Accountaggregate amount of taxes, as applicableinterest, penalties and additions to the tax applicable to such disallowance and agree to indemnify Sublessor and the Owner Participant for any adverse tax consequences resulting from such advance, (iv) either such contest operates to suspend collection or enforcement as the case may be, would not entail any risk of the contested Imposition, Lien or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bondedcriminal penalties, (v) in with respect to such disallowance, Sublessee shall have furnished Sublessor at Sublessee’s expense, with a written opinion of independent tax counsel selected by Sublessor that a Reasonable Basis exists to contest such disallowance and prior to filing any appeal an opinion that a successful outcome on appeal is more likely than not and have posted a bond or other security for such appeal, (vi) no Default or Event of Default, under any of the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained Operative Documents by Borrower under Section 6.1 Sublessor or the right to full payment of any claims thereunderAirline Services Agreement, has occurred and is continuing, and (vivii) Sublessee shall have delivered to Sublessor a written acknowledge of Sublessee’s obligation to indemnify in full Sublessor pursuant to this Agreement to the case extent that the contest is not successful. Sublessor shall have no obligation to cause Owner Participant and Owner Participant shall have no obligation to appeal any adverse decision of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in an appellate court to the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) any additional interest, charge, or penalty arising from such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beUnited States Supreme Court.

Contest. Nothing contained In the event Lessee desires to contest any Taxes, assessments, charges, liens, rates or fees herein provided, it shall be deemed to require Borrower to paydo so by paying the amounts under protest, or cause shall provide for the payment thereof, together with all penalties, interest, costs and expenses, by the deposit of a sufficient sum of money to be paid, any Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower is held in good faith, and escrow by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application thereof, provided that in each caseLessor or, at the option of Lessor, by a good and sufficient undertaking as may be required or permitted by law, all to the end that no delinquency or proceedings based upon delinquency shall in anywise affect the title or interest of Lessor in the Demised Premises. Lessee agrees that it will prosecute any such contest with due diligence and in the event any such contest be adjudicated adversely to Lessee, that Lessee will, within Thirty (30) days after final determination, or within the time of provided for in such adjudication, whichever is sooner thereof, pay the commencement full amount of any such action Taxes, assessments, charges, liens, rates or proceedingfees, and during or other obligations not paid by Lessee to Lessor which may have been the pendency of such action or proceeding (i) no Event of Default shall exist and be continuing hereunder, (ii) Borrower shall keep Lender informed of the status subject of such contest at reasonable intervalsas so determined, (iii) if neither Borrower nor Operating together with all interest and penalties, costs and charges which may be payable in connection therewith and satisfy and cause the release of the same of record. Lessee is providing security as provided in clause (vi) belowshall keep the Lessor notified, adequate reserves with respect thereto are maintained on Borrower’s books in accordance with GAAP or in from time to time throughout the Tax Reserve Account or Insurance Reserve Accountperiod of its pendency, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of the contested Imposition, Lien or Legal Requirement progress and such contest is maintained and prosecuted continuously and with diligence or the Imposition or Lien is bonded, (v) in the case status of any Insurance Requirement, such contest. If a final determination is not had within Three (3) years from the failure date of Borrower to comply therewith shall not impair the validity of instituting any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individuallysuch contest, or in the aggregateevent of any default of the Lessee, during pursuant to the terms of this Lease, Lessor at its option, may pay out of any funds held in escrow for any such Taxes, assessments, charges, liens, rates or fees which may be under contest, Borrowertogether with all penalties, interest charges and other expenses whatever in connection with such contest and Lessee shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit in an amount equal to 125% of (A) the amount of Borrower’s obligations being contested plus (B) immediately upon written demand from Lessor, terminate any additional interest, charge, or penalty arising from such contest. Notwithstanding In the foregoingevent the funds so held are insufficient to pay and satisfy the same, Lessor, at its option, may pay any deficiency and any amount so paid will be reimbursed by Lessee as additional rent due hereunder, promptly upon demand, notwithstanding any previous termination of the creation term of this Lease by lapse of time or otherwise, with interest at Eighteen Percent (18%) per annum from the date of expenditure by Lessor. Nothing contained in this agreement shall be construed to authorize Lessee to create or incur on behalf of Lessor any liability, indebtedness or obligation whatsoever. Anything herein to the contrary, notwithstanding, Lessee shall defend, completely indemnify and hold Lessor forever harmless from any and all consequences of any such reserves Taxes, assessments, charges, liens, rates or the furnishing of any bond or other securityfees, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion contest thereof shall be, in Lender’s reasonable judgment, in imminent danger which were the obligations of being forfeited or lost or Lender is likely Lessee to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may bepay hereunder.

Contest. Nothing contained herein Lessee shall pay on or before the time or times prescribed by law any Impositions (except any Impositions excluded by Section 8.1); provided, however, that Lessee shall be deemed under no obligation to require Borrower to pay, or cause to be paid, pay any such Imposition or to satisfy any Lien, or to comply with any Legal Requirement or Insurance Requirement, so long as Borrower the payment of such Imposition is not delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee solely for any Imposition which is subject to indemnification as provided in good faithSection 8.1, and by proper legal proceedingsIndemnitee shall as soon as practicable, where appropriate, diligently contesting the validity, amount or application thereof, provided that but in each case, at the time no event more than 20 days after receipt of formal written notice of the commencement Imposition or proposed Imposition, notify Lessee and if, in the opinion of any Lessee and tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such action or proceeding, Imposition (and during if clause (ii) of the pendency definition of such action or proceeding (i) "Permitted Contest" continues to be satisfied and so long as no Event of Default exists), Lessee at its expense may, to the extent permitted by applicable law, contest such Imposition (other than an Imposition resulting in an Income Tax Indemnity), and subsequently may appeal any adverse determination, in the appropriate administrative and legal forums; provided that in all other circumstances, upon notice from Lessee that there exists a reasonable basis to contest any such Imposition, the Indemnitee, at Lessee's expense, shall exist contest any such Imposition. Lessee shall pay all expenses incurred by the Indemnitee in contesting any such Imposition (including, without limitation, all reasonable attorneys' and accountants' fees, including the allocated costs of internal counsel), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by such Person does not interfere with the Indemnitee's control of such contest and Lessee shall in all events be continuing hereunderkept informed of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by Lessee and the Indemnitee shall in all events be kept informed of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without Lessee's prior written consent, unless clause (ii) Borrower shall keep Lender informed of the status definition of "Permitted Contest" would not continue to be satisfied. Indemnitee shall endeavor to settle or compromise any such contest at reasonable intervals, (iii) if neither Borrower nor Operating Lessee is providing security as provided in clause (vi) below, adequate reserves with respect thereto are maintained on Borrower’s books contested claim in accordance with GAAP written instructions received from Lessee, provided that: (x) Lessee on or in before the Tax Reserve Account date the Indemnitee executes a settlement or Insurance Reserve Account, as applicable, (iv) either such contest operates to suspend collection or enforcement as the case may be, of compromise pays the contested Imposition, Lien Imposition to the extent agreed upon or Legal Requirement and such contest is maintained and prosecuted continuously and with diligence or makes an indemnification payment to the Imposition or Lien is bonded, (v) in the case of any Insurance Requirement, the failure of Borrower to comply therewith shall not impair the validity of any insurance required to be maintained by Borrower under Section 6.1 or the right to full payment of any claims thereunder, and (vi) in the case of Impositions and Liens which are not bonded in excess of $1,000,000 individually, or in the aggregate, during such contest, Borrower, shall deposit with or deliver to Lender either Cash and Cash Equivalents or a Letter or Letters of Credit Indemnitee in an amount equal acceptable to 125% the Indemnitee; and (y) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor to receive payment of Rent or the Lease Balance, or involve a material risk of sale, forfeiture or loss of any of the Equipment or any interest therein or materially adversely affect the security interests created by the Lease. The failure of an Indemnitee to timely contest a claim against it for any Imposition which is subject to indemnification under Section 8.1 and for which it has an obligation to Lessee to contest under this Section 8.2 in the manner required by applicable law or regulations where Lessee has timely requested that such Indemnitee contest such claim shall relieve Lessee of its obligations to such Indemnitee under Section 8.1 with respect to such claim to the extent such failure results in the loss of an effective contest. If applicable law requires the payment of a contested Imposition as a condition to, or regardless of, its being contested, and Lessee chooses to contest such Imposition or to direct the Indemnitee to contest such Imposition in accordance with this Section, then Lessee shall provide the Indemnitee with the funds to pay such Imposition, such provision of funds to be deemed a non-interest bearing loan by Lessee to the Indemnitee to be repaid by any recovery of such Imposition from such contest and any remaining unpaid amount not recovered to offset Lessee's obligation to indemnify the Indemnitee for such Imposition. In the event that the Indemnitee receives a refund (Aor like adjustment) in respect of any Imposition for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall immediately remit the amount of Borrower’s obligations being contested plus such refund (Bor like adjustment) any additional interestto Lessee, charge, or penalty arising from net of all costs and expenses incurred by such contest. Notwithstanding the foregoing, the creation of any such reserves or the furnishing of any bond or other security, Borrower promptly shall comply with any contested Legal Requirement or Insurance Requirement or shall pay any contested Imposition or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Lender’s reasonable judgment, in imminent danger of being forfeited or lost or Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated or discontinued adversely to Borrower, Borrower shall deliver to Lender reasonable evidence of Borrower’s compliance with such contested Imposition, Lien, Legal Requirements or Insurance Requirements, as the case may beIndemnitee.