Common use of Contests Clause in Contracts

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.

Contests. If a written claim is made against an a Tax Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) for Taxes as with respect to which Lessee could be is liable for a payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunderunder this Lease, such Tax Indemnitee shall will promptly give Lessee notice in writing of such claim (providedclaim; PROVIDED, howeverHOWEVER, that the such Tax Indemnitee's failure to provide give notice will not relieve Lessee of its obligations hereunder except to the extent that such notice shall not affect failure actually or effectively (i) results in the imposition of penalties or interest by the applicable taxation authority or (ii) has a material adverse impact upon Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claimTaxes in accordance with this Section 1.03. So long as (i) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt a contest of such notice Taxes does not involve any material danger of the sale, forfeiture, seizure or loss of the Aircraft or any interest therein (except if the Lessee shall have adequately bonded any Lien that results in such risk or otherwise made adequate provision to protect the interests of the Tax Indemnitees), (ii) adequate reserves have been provided for such Taxes by Lessee; provided, however, thatLessee or, if such Indemnitee shall be required by law to take action prior to applicable law, an adequate bond has been posted, (iii) in the end of such 30-day period, such event the Tax Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled decides after consultation with the Lessee to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) contest, the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than provided to the extent necessary Tax Indemnitee an interest-free advance in order an amount equal to the Tax which the Tax Indemnitee is required to pay, and (iv) no Event of Default described in clauses (a), (b), (g), (h), (i), or (j) of Section 17.01 of the Lease shall have occurred and be continuing, then such Tax Indemnitee at Lessee's written request will in good faith, with due diligence and at Lessee's expense (including paying the reasonable legal and accounting fees of such Tax Indemnitee), contest (or permit Lessee to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, own name if permitted by applicable law, allow Lessee to contestLaw or in the name and on behalf of such Tax Indemnitee) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such TaxTaxes.

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a Investor agrees to give written notice to Company Parent of such proceeding) for Taxes as the receipt of any written notice by the Company, Investor or any of Investor’s Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be sought by Investor pursuant to which Lessee could be liable for payment or indemnity this Article VI (a “Tax Claim”); provided, that failure to comply with this provision shall not affect Investor’s right to indemnification hereunder, except to the extent Company Parent is prejudiced by Investor’s failure to provide the requisite notice. Company Parent shall have the right, at its own expense, to elect in writing, within twenty days of receiving notice of any Tax Claim with respect to any material Pre-Agreement Taxes to control the contest or if an Indemnitee makes a determination that a resolution of any such Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (Claim; provided, however, that for any such Tax Claim that could result in any Loss to Investor or the failure to provide such notice Company for any Post-Agreement Tax Period: (a) Company Parent shall not affect Lessee's obligations hereunder to keep Investor fully and timely informed of the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt progress of such notice by LesseeTax Claim; provided, however, that, if such Indemnitee (b) Company Parent shall be required by law permit Investor to take action prior review and comment on all written submissions made to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest any administrative or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act judicial body in connection with paying the such Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including Claim and attend all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of relating to each such Taxes by Tax Claim; and (Xc) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee Company Parent shall not be required permitted to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim such Tax Claim without the prior written consent of Lessee Investor (except as contemplated by which consent shall not be unreasonably withheld or delayed). If Company Parent fails within the twenty day period described in this Section 6(b)(iv)). Notwithstanding the foregoing6.5 to respond to any notice of a Tax Claim, or fails to participate in any contest of a Tax Claim, in no event shall an Indemnitee be required either case which Company Parent has the right to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee control pursuant to this Section 6(b) without 6.5, then Investor shall control the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid contest or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition resolution of any Tax and Claim; provided, however, that Investor shall obtain the prior written consent of Company Parent (which consent shall not be permitted unreasonably withheld or delayed) before entering into any settlement of any such Tax Claim or ceasing to settle or compromise any claim without Lessee's consent if defend such Indemnitee (A) Tax Claim; and, provided further, that Company Parent shall waive its have the continuing right to indemnity under this Section 6(b)participate in the contest of such Tax Claim and Investor shall take in good faith all comments reasonably made by Company Parent into consideration. In any contest of a Tax Claim, with respect each party shall bear its own costs and expenses related to such Tax (contest; provided, that Company Parent shall bear all such costs and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced expenses that are indemnifiable by Lessee Company Parent pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax6.3 hereof.

Contests. If Whenever any Taxing Authority asserts a written claim claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller, and not Purchaser, is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice liable under this Agreement, Purchaser shall upon receipt of such proceedingassertion, promptly, but in no event more than twenty (20) for Taxes as to which Lessee could be liable for payment or indemnity hereunderBusiness Days from such receipt, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice inform Seller in writing of such claim (provided, however, that the failure to provide such notice and Seller shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect have the right to contest control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under this Agreement and does not materially affect the amount for which Purchaser is liable under this Agreement. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser, and not Seller, is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, except to the extent such proceedings affect the amount of Taxes for which Seller is liable under this Agreement. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which both Seller and Purchaser may be liable, (i) each such Party may participate in any resulting proceedings, (ii) the proceedings shall be controlled by the Party that would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods and (iii) neither Party shall not take any action with respect to such claim or Tax settle the proceedings without the consent of Lessee for 30 days following the receipt of such notice by Lessee; providedother Party, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue unreasonably withheld, conditioned or delayed, provided however, that when an amount in dispute is $250,000 or less, the Party that would bear the burden of the greater portion of the sum of the adjustment and any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding corresponding adjustments that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of may reasonably be anticipated for future taxable periods may settle any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case on behalf of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim both Parties without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by Party if the Owner Participant Party bearing the greater burden obtains a Tax Opinion, on which both Parties may rely, to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) the effect that the settlement is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims reasonable based on the outcome facts and circumstances of the issue which is the basis of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxproceeding.

Contests. If any claim for a written claim Liability is made against an Borrower or any Indemnitee or if any proceeding is commenced against an Indemnitee (including a written and such party has received notice thereof, such party receiving notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee Liability shall promptly give Lessee notice in writing of such claim (notify all affected Indemnitees or Borrower, as the case may be, provided, however, that the failure to provide such notice promptly or to notify Borrower shall not affect Lessee's release Borrower from any of its obligations hereunder to indemnify hereunder, except to the Owner Participant unless extent that such failure adversely affects any applicable defense or counterclaim, or otherwise increases the amount Borrower would have been liable for in the absence of such failure. If no Specified Default shall materially adversely affect exist, Borrower shall have the right to contest such claim) investigate and shall not take any action with respect defend or (so long as Borrower has acknowledged in writing to the relevant Indemnitee that Borrower is liable to such claim or Tax without the consent of Lessee Indemnitee for 30 days following the receipt of such notice by Lessee; providedLiability), however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action compromise any Liability for as long as which it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such noticeunder this Section 9.01, such and each Indemnitee shall, at the expense of Lessee (including agrees to cooperate with all reasonable out-of-pocket costs and reasonable attorney and accountants fees)requests of Borrower in connection therewith. Notwithstanding any of the foregoing to the contrary, in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee Borrower shall not be required entitled to pursue assume responsibility for and control of any appeals to such judicial or administrative proceedings or compromise any Liability if (aa) any Specified Default shall exist, or (bb) such proceedings would involve the United States Supreme Court. If and to the extent the imposition of criminal liability on an Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents withoutif such contest will, in the good faith judgment reasonable opinion of such Indemnitee, adversely affecting be inappropriate under applicable standards of professional conduct. The reasonable fees and expenses of such Indemnitee, such Indemnitee ’s counsel shall permit Lessee to control be paid by Borrower if any of the conduct of any such proceeding and shall provide to Lessee such information circumstances described in clauses (aa) or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest(bb) above exists. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Borrower pursuant to the preceding provisions. Each Indemnitee shall not fail cooperate with all reasonable requests of the insurers in the exercise of their rights to take any action expressly investigate, defend, or compromise such claim as may be required by such policy to maintain the insurance coverage provided to the parties thereunder. To the extent that any Indemnitee receives indemnification payments under this Section 6(b)(iv) (including9.01, without limitation, any action regarding any appeal of an adverse determination Borrower shall be subrogated to such Indemnitee’s rights with respect to any claim) the transaction or settle event requiring or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required giving rise to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (indemnity to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any indemnity payment made, other than to any insurance policies maintained by such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.

Contests. If Whenever any Taxing Authority asserts a written claim is made against claim, makes an Indemnitee assessment, or if any proceeding is commenced against an Indemnitee otherwise disputes the amount of Taxes for which Seller may reasonably be expected to be liable under this Agreement (including a written “Tax Claim”), Purchaser shall upon receipt of notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunderTax Claim, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice inform Seller in writing of such claim (writing; provided, however, that the failure to provide give such notice as provided herein shall not affect Lessee's relieve Seller of its obligations hereunder under this Article V except to the Owner Participant unless such failure extent that Seller is materially prejudiced thereby. Seller shall materially adversely affect have the right to contest such claim) and shall not take elect to control the defense of any action Tax Claim relating to taxable periods ending on or before the Closing Date, or otherwise relating to Taxes for which Seller may be liable under this Agreement (other than with respect to such claim or Tax without the consent a Straddle Period), at its sole cost and expense by written notice to Purchaser within ten (10) days of Lessee for 30 days following the receipt of notice thereof; provided, however, that Purchaser may, at its sole cost and expense, retain separate counsel of its choosing to participate in the defense or settlement of such notice Tax Claim by LesseeSeller. If Seller timely elects to control the defense of any such Tax Claim in accordance with this Section 5.06, (i) Seller shall keep Purchaser reasonably apprised of the status of the Tax Claim and the defense thereof and shall reasonably consider recommendations made by Purchaser with respect thereto and (ii) Purchaser shall have the right to consent, which consent may not be unreasonably withheld, conditioned or delayed, to any settlement to the extent such settlement would affect the amount of Taxes for which Purchaser or its Affiliates may be liable for taxable periods ending after the Closing Date. If Seller elects not to control the defense or thereafter fails or ceases to defend any such Tax Claim, Purchaser shall have the right to control the defense of such Tax Claims at its sole cost and expense, and Seller shall have the right to consent, which consent may not be unreasonably withheld, conditioned or delayed, to any settlement thereof to the extent such settlement would affect the amount of Taxes for which Seller may be liable under this Agreement. Except as otherwise required by the foregoing provisions of this Section 5.06, Purchaser shall have the right to control any proceedings relating to Taxes of or with respect to the Company or any of its Subsidiaries; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority Tax Claim with respect to a refund Straddle Period, Seller shall be entitled to participate in such proceeding (at its sole cost and expense) to the extent such Tax Claim is related to the portion of such Tax. Notwithstanding anything contained in this Section 6(b)Straddle Period that is a Pre-Closing Tax Period, an Indemnitee will and Purchaser shall not settle such portion of such Tax Claim without the Seller’s consent, which consent may not be required to contest the imposition of any Tax and shall be permitted to settle unreasonably withheld, conditioned or compromise any claim without Lessee's consent delayed, if such Indemnitee (A) shall waive its right to indemnity settlement would affect the amount of Taxes for which Seller may be liable under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such TaxAgreement.

Contests. If a any written claim is shall be made against an any Tax Indemnitee or if any proceeding is shall be commenced against an any Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could may have an indemnity obligation hereunderpursuant to Section 19.2, such Tax Indemnitee shall promptly give notify Lessee notice in writing of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 thirty (30) days following the receipt of after sending such notice by to Lessee; providedprovided that, however, thatin the case of any such claim or proceeding, if such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Tax Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Tax Indemnitee shall not take no any action for as long as it is legally able with respect to do so such claim or Tax without the consent of Lessee (it being understood that an not to be unreasonably withheld) before ten (10) days from the receipt of such notice by Lessee unless the Tax Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 30-10 day period if (A)(I) the provided, that failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that notify Lessee shall have agreed not affect Lessee’s obligations to keep such information confidential other than indemnify hereunder except to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunderresultant harm suffered by Lessee. If requested by Lessee in writing a written request to such Tax Indemnitee within 30 thirty (30) days (or such shorter period referred to in the proviso to the first sentence in this Section 19.2(e) specified in such notice (but in any event not less than 10 days)) after its receipt of such notice, such Tax Indemnitee shallshall itself or, at such Tax Indemnitee’s request, the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees)shall, in good faith contest (orincluding, if permitted without limitation, by applicable lawpursuit of appeals and administrative procedures), allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such indemnified Taxes by (XA) resisting payment thereof, (YB) not paying the same except under protest (which protest must be pursued using reasonable efforts in appropriate administrative and/or judicial proceedings) if protest is shall be necessary and proper or (ZC) if the payment is shall be made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the proceedings; provided that in no event shall such Tax Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue contest any appeals to claim for any Tax unless (1) the United States Supreme Court. If amount at issue (taking into account all similar and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated logically related claims with respect to the transactions contemplated by the Operative Documents without, that have been or could have been raised in an audit by the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee taxing authority in question for any other taxable period with respect to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case which an assessment of a contest controlled tax deficiency is not barred by an Indemniteea statute or limitations, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitationlimitations, any action regarding any appeal such claims that may arise in future periods) exceeds $25,000, (2) the Tax that is the subject of such contest is a Tax for which Lessee may have an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee indemnity obligation hereunder; (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A3) Lessee shall have agreed to pay such Tax Indemnitee and shall pay on demand an After-Tax Basis as incurred all reasonable out-of-pocket costs and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall incur in connection with contesting such claimclaim (including, without limitation, all reasonable costs, expenses, legal and accounting fees and disbursements); (B4) the action to be taken will not result in any material danger of an imminent sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) against the Property and that there is no risk that criminal or punitive civil liability may be imposed with respect to such Tax Indemnitee (other than any liability for any interest, penalties or additions to tax that may be assessed with respect to the Taxes that are the subject of such contest and as to which clauses (2) and (3) of this paragraph apply); (5) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest Tax Indemnitee on an interest-free basis and (with no additional net after-after tax cost to such Tax Indemnitee (and such Indemnitee shall promptly pay to Lessee without taking into account any net realized tax benefits resulting from any imputed interest deduction arising from savings associated with such interest free advance from Lessee plus any tax benefits resulting from making any such paymentadvance), ; (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D6) no Lease Event of Default under this Lease shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to (it being agreed that in such Indemnitee before proceeding with such contestcase, the amount of the Tax being contested, plus any interest and penalties and an amount estimated Indemnitee shall consult in good faith by with Lessee to determine whether Lessee can provide to the Tax Indemnitee reasonably satisfactory security to cover its indemnity obligations with respect to amounts to be contested and its obligations under the foregoing clause (5) of this proviso, in which case, such Indemnitee for reasonable expenses, Lease Event of Default shall not deprive Lessee of its contest rights hereunder); and (E7) in the case of a contest that is being pursued by an which must be contested in the name of the Tax Indemnitee, prior to initiating the aggregate amount contest the Lessee shall have furnished the Tax Indemnitee with an opinion of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased an independent tax advisor selected by the Owner Participant Lessee and reasonably acceptable to Lessee or raised in the Tax Indemnitee (“Tax Counsel”) to the effect that a reasonable basis exists for such contest. In no event shall the Tax Indemnitee be required to contest any other audit for which Lessee would claim if the subject matter of such claim shall be of a continuing nature and shall have previously been the subject of an indemnity obligation adverse final determination under the contest provisions of this Section 6(b)(iv)19.2(e) is at least $3,000. Notwithstanding after exercise by the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee of its rights pursuant to this Section 6(b19.2, unless the Lessee shall have delivered to such Tax Indemnitee an opinion of Tax Counsel to the effect that as a result of a change in law or fact it is more likely than not that the Tax Indemnitee will prevail in the contest of such claim. The relevant Tax Indemnitee shall control any contest unless the Tax Indemnitee requests that the Lessee control such contest or declines in writing to control such contest. The party conducting the contest (“Controlling Party”) without shall consult in good faith with the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee other party (“Noncontrolling Party”) and its counsel with respect to the contest of such claim for Taxes (and all directly related claims and claims based on or claim for refund) but the outcome decisions regarding what actions to be taken shall be made by the Controlling Party in its sole judgment (exercised in good faith). In addition, the Controlling Party shall keep the Noncontrolling Party reasonably informed as to the progress of such claim) shall terminate, subject to this Section 6(b)(iv)the contest, and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee provide the Noncontrolling Party with a copy of (or appropriate excerpts from) any amount previously paid reports or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable claims issued by the relevant auditing agents or taxing authority to the Controlling Party or any Affiliate thereof, in connection with respect such claim or the contest thereof. The Controlling Party shall be responsible for the selection of counsel, which counsel must be reasonably satisfactory to a refund of the Noncontrolling Party. If the lessee is the Controlling Party, the Controlling Party shall permit the Noncontrolling Party’s counsel to be present at all meetings (to the extent permitted by law, and the Controlling Party shall execute any necessary consents and take such Taxother actions as may be required to permit the Noncontrolling Party or its counsel to be present). Notwithstanding anything contained in this Section 6(b)19.2, an a Tax Indemnitee will shall not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim and may settle any contest without Lessee's the consent of Lessee if such Tax Indemnitee (A) shall waive its right to indemnity under this Section 6(b), 19.2 with respect to such claim for such Tax (and any directly related claim and made by any claim taxing authority with respect to other taxable periods that is based upon the outcome resolution of such claim, or the contest of which is determined based upon materially prejudiced by the outcome resolution of such claim) ), and (B) shall pay to Lessee any amount of Tax previously paid or advanced by Lessee pursuant to this Section 6(b) 19.2 with respect to such Taxclaim other than the costs and expenses of the contest of such claim paid by the Lessee, plus together with interest thereon at the rate underpayment rate, as defined in Section 6621 of the Code. Notwithstanding any of the foregoing in this Section 19.2(e), Lessee may, at any time and with notice to any Tax Indemnitee, contest the property or ad valorem Taxes for which the Lessee has an obligation to indemnify any Tax Indemnitee hereunder, provided Lessee complies with the contest provisions of Section 8.6 hereof. Each Tax Indemnitee shall, upon the Lessee’s reasonable request, execute any necessary consents and take such other actions as reasonably may be required to permit Lessee to conduct any such contest. If any Tax Indemnitee or any Affiliate thereof shall obtain a refund (including by way of credit) of all or any part of any Tax with respect to which the Lessee shall have paid on behalf of such Tax Indemnitee or reimbursed such Tax Indemnitee, then such Tax Indemnitee shall, so long as no Lease Event of Default shall have occurred and be continuing, pay to the Lessee any such refund (including any applicable interest received with respect to such refund or that would have been received with respect to such refund but for a counterclaim or other claim not indemnified by Lessee hereunder) plus any tax savings realized by such Tax Indemnitee as a result of a payment pursuant to this sentence (it being understood that the calculation of such tax savings shall take into account any additional income Taxes incurred by such Tax Indemnitee as a result of the receipt or accrual of such refund). A Tax Indemnitee shall not be obligated pursuant to this Section 19.2(e) to make a payment (i) before such time as the Lessee shall have made all payments then due under the Operative Documents and any Lease Event of Default that shall have occurred shall no longer be continuing or (ii) in excess of the amounts paid by Lessee to such Tax Indemnitee pursuant to this Section 19.2(e) in respect of the Taxes giving rise to such tax savings (minus any amounts previously paid to Lessee by such Tax Indemnitee pursuant to this Section 19.2(e) plus any applicable interest that would have been received with respect to such refund but for a counterclaim or other claim not indemnified by Lessee hereunder), provided that any such amounts not paid to Lessee pursuant to the limitation contained in clause (ii) of this sentence shall be carried forward to reduce, pro tanto, any future amounts that may become payable by the relevant taxing authority Lessee to such Tax Indemnitee pursuant to this Section 19.2(e) in respect of the Taxes giving rise to such tax savings. The disallowance, loss, recapture or reduction of any credit, refund or other tax savings with respect to which a refund Tax Indemnitee has made a payment to the Lessee under this Section 19.2(e) shall be treated as a Tax for which the Lessee is obligated to indemnify such Tax Indemnitee hereunder, without regard to the exclusions set forth in Section 19.2(b). The Tax Indemnitee shall make any payments to the Lessee under this Section 19.2(e) within ten (10) days of the receipt of such Taxrefund.

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs costs, in-house attorney fees and reasonable outside attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest, but not if such contest involves issues unrelated to the transactions contemplated by the Operative Documents that cannot be severed from issues related to such indemnifiable Taxes by good faith diligent efforts) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by LesseeLessee in writing, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs costs, in- house attorney fees and reasonable outside attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,00050,000 and (F) if requested prior to or during the contest by the Indemnitee, independent tax counsel selected by Lessee and reasonably acceptable to the Indemnitee, renders to the Indemnitee a written opinion that there is a reasonable basis (under the standard set forth in ABA Formal Opinion 85-352 or any successor thereto) for contesting such claim. Notwithstanding the foregoing, (X) Lessee shall not be permitted to contest in the name of the Indemnitee if such contest involves Taxes based on or measured by the gross or net income of the Indemnitee and, provided, that if the Indemnitee determines in good faith that it is reasonably likely that such contest may have a material adverse impact on the Indemnitee, such Indemnitee may retain or reassert control of any contest Lessee would otherwise be permitted to contest, and (Y) if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on any claim the outcome contest of such claimwhich is materially prejudiced as a result of the release, waiver, compromise or settlement) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify hereunderagainst hereunder (a "Tax Claim"), such Tax Indemnitee shall give the Lessee written notice of such Tax Claim promptly (but in any event within twenty (20) days) after its receipt, and shall furnish Lessee with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim (but failure to so notify the Lessee shall relieve the Lessee of its obligations hereunder only to the extent it effectively precludes a contest of the claim). The Tax Indemnitee shall not pay such Tax Claim until at least thirty (30) days after providing the Lessee with such written notice, unless (a) the Tax Indemnitee is required to do so by law or regulation and (b) in the written notice described above, the Tax Indemnitee has notified the Lessee of such requirement. If requested by the Lessee in writing shall so request within 30 days after its receipt of such notice, then such Tax Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), shall in good faith at Lessee's expense contest (orsuch Tax; provided, if permitted by applicable lawhowever, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue contest involves only Taxes constituting property taxes, sales taxes, or issues from use taxes and does not involve any taxes or other issues arising in the same administrative or judicial proceeding that relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Documents withoutAgreements and if no Equity Insufficiency Circumstance exists, such contest shall be undertaken by the Lessee at the Lessee's expense and at no-after-tax cost to the Lessor or the Owner Participant, but if such contest would involve any other type of Tax or any taxes or issues relating to a Tax Indemnitee which are 61 Participation Agreement (TRLI 2001-1B) unrelated to the transactions contemplated by Operative Agreements or if an Equity Insufficiency exists, then such Tax Indemnitee may, in its sole discretion, control such contest (including selecting the forum for such contest, and determining whether any such contest shall be conducted by (i) paying such Tax under protest or (ii) resisting payment of such Tax or (iii) paying such Tax and seeking a refund thereof; provided, further, however, that at such Tax Indemnitee's option, such contest shall be conducted by the Lessee in the name of such Tax Indemnitee). In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest any Tax for which the Lessee is obligated to indemnify pursuant to this Section unless: (i) the Lessee shall have acknowledged in writing its liability to such Tax Indemnitee for an indemnity payment pursuant to this Section as a result of such claim if and to the extent such Tax Indemnitee or the Lessee, as the case may be, shall not prevail in the contest of such claim; provided, however, that the Lessee shall not be required to indemnify for such Taxes to the extent the results of the contest clearly and unambiguously demonstrate that the Tax is not an indemnified Tax; (ii) such Tax Indemnitee shall have received the opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee furnished at the Lessee's sole expense, to the effect that a reasonable basis exists for contesting such claim or, in the good faith judgment event of such Indemniteean appeal of a court decision, adversely affecting such Indemniteethat it is more likely than not that an appellate court or an administrative agency with appellate jurisdiction, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In as the case of a contest controlled by an Indemniteemay be, such Indemnitee shall consult with Lessee in good faith regarding will reverse or substantially modify the manner of contesting such claim and shall keep Lessee reasonably informed regarding adverse determination; (iii) the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Tax Indemnitee on demand (and at no after-tax costs to the Lessor and the Owner Participant) all reasonable out-of-pocket costs and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall may incur in connection with contesting such claimclaim (including, (B) if such contest shall involve the payment of the claimwithout limitation, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interestall costs, penalties expenses, reasonable legal and accounting fees, disbursements, penalties, interest and additions to tax the Tax); (iv) no Lease Default described in Section 14(a), 14(b), 14(g) or 14(h) of the Lease or a Lease Event of Default shall have occurred and shall have been continuing, unless the Lessee shall have posted a satisfactory bond or other security with respect thereto that are to the costs of such contest and the Taxes which may be required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee indemnified; (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (Cv) such Tax Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk substantial danger of forfeituresale, sale forfeiture or loss of, or the creation of any Lien, or the Aircraft (unless Lessee shall have or otherwise made provisions a provision to protect the interests interest of any such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee), on the Equipment or any portion thereof or any interest therein; (Dvi) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of such claims alone, or, if the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case subject matter thereof shall be of a contest that is being pursued by an Indemniteecontinuing or recurring nature, the aggregate amount of the claim when aggregated with substantially identical potential claims shall be (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)A) is at least $3,0005,000 in the event of a Lessee controlled contest, or (B) $25,000 in the event of a Tax Indemnitee controlled contest; and (vii) if such contest shall be conducted in a manner requiring the payment of the claim, the Lessee shall have paid the amount required (and at no after-tax costs to the Lessor and the Owner Participant). Notwithstanding The Lessee shall cooperate with the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Tax Indemnitee with respect to such claim (any contest controlled and all directly related claims conducted by the Tax Indemnitee and claims based on the outcome Tax Indemnitee shall consult with the Lessee regarding the conduct of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such contest. The Tax Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee cooperate with respect to any contest controlled and conducted by 62 Participation Agreement (TRLI 2001-1B) the Lessee and the Lessee shall consult with the Tax Indemnitee regarding the conduct of such contest. Notwithstanding anything to the contrary contained in this Section 7.1, no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing or recurring nature and shall have previously been adversely decided to the Tax Indemnitee pursuant to the contest provisions of this Section unless there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings or court decisions) enacted, promulgated or effective after such claim shall have been so previously decided, and such Tax Indemnitee shall have received an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee, furnished at the Lessee's sole expense, to the effect that such change is favorable to the position which such Tax Indemnitee or the Lessee, as the case may be, had asserted in such previous contest and as a result of such change, there is a reasonable basis to contest such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b)7.1, an a Tax Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without the Lessee's consent if such Tax Indemnitee (A) shall waive its right to indemnity under this Section 6(b), 7.1 with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to the Lessee any amount previously paid or advanced by the Lessee pursuant to this Section 6(b) 7.1 with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.

Contests. If a written claim is made against an Indemnitee (a) After the Closing Date, Buyer shall promptly notify Seller or if Seller shall promptly notify Buyer in writing of any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) for Taxes as to which Lessee could be liable for payment a proposed assessment or indemnity hereunder, or if an Indemnitee makes a determination that claim in a Tax is due Contest of or relating to Buyer, Seller or the Transferred Companies which, if determined adversely to the taxpayer, would be grounds for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (indemnification under this Article X; provided, however, that the a failure to provide give such notice shall will not affect Lessee's obligations hereunder the rights of a party to indemnification under this Agreement except to the Owner Participant unless extent, if any, that such failure materially prejudices the other party. (b) In the case of a Tax Contest that (i) relates to periods ending on or before the Closing Date or (ii) relates to a liability for Taxes for which Seller could have to indemnify Buyer or the Transferred Companies pursuant to this Agreement, Seller shall materially adversely affect have the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and Tax Contest; provided that Buyer shall provide have the right to Lessee participate in all such information Tax Contests that are reasonably likely to result in an adverse material effect to Buyer or data that is the Transferred Companies. If, following the delivery of a notice specified in such Indemnitee's control or possession that is reasonably necessary Section 10.4(a) by Buyer on Seller, Seller does not elect to conduct a Tax Contest described in clause (i) or (ii) above (or ceases to actively conduct such contesta Tax Contest for a period of 60 days), Buyer shall be at liberty (without reference to Seller) to admit, compromise, settle, discharge or otherwise deal with such Tax Contest. In Buyer shall control all other Tax Contests; provided that Seller shall have the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee right to participate in good faith regarding the manner of contesting such claim and shall keep Lessee all Tax Contests that are reasonably informed regarding the progress of such contest. An Indemnitee shall not fail likely to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of result in an adverse determination with respect material effect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000Seller. Notwithstanding the foregoing, if a Tax Contest involves amounts for which both Seller and Buyer (including the Transferred Companies) could be liable pursuant to the terms of this Article X, then the party with the larger potential liability shall control such Tax Contest and the other party shall have the right to participate. (c) In the case of a Tax Contest that is reasonably likely to result in an adverse material effect to the party that does not control such Tax Contest (the “Non-Controlling Party”), (i) the party that controls such Tax Contest, as determined under Section 10.4(b) (the “Controlling Party”), shall take account of the reasonable comments of the Non-Controlling Party in relation to such a Tax Contest which are provided on a timely basis, (ii) no action shall be taken that is not full, true and accurate in all material respects, (iii) all correspondence and communications in relation to such a Tax Contest with the Taxing Authority which is a party to the Tax Contest shall be made through the advisers appointed by the Controlling Party to act on behalf of the Transferred Companies and shall be copied to the Non-Controlling Party, and (iv) the Controlling Party shall inform the Non-Controlling Party of any Indemnitee notification request for a meeting (including any telephonic meeting) with or visit by any Taxing Authority and shall releaseensure that a representative of the Non-Controlling Party is present at any such meeting (if so requested in writing by the Non-Controlling Party). (d) Except as set forth in Section 10.4(b), waivenone of Buyer, the Transferred Companies or any Affiliate of any of the foregoing, nor Seller or any Affiliate of Seller, shall enter into any compromise or agree to settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) any Tax Contest that would adversely affect the other party for any year without the written permission consent of Lesseethe other party, Lessee's obligation which consent may not be unreasonably withheld or delayed. Buyer and Seller agree to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv)cooperate, and subject Buyer agrees to Section 6(b)(iii)cause the Transferred Companies to cooperate, such Indemnitee shall repay to Lessee any amount previously paid in the defense against or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition compromise of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such TaxContest.

Contests. If a written claim is made by any taxing authority against an Indemnitee or if Lessor for any proceeding Tax with respect to which Lessee is commenced against an Indemnitee (including a required to indemnify Lessor hereunder, Lessor shall promptly give Lessee written notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the claim. Lessor's failure to provide such notice to Lessee shall not affect diminish Lessee's obligations or Lessor's rights hereunder except to the Owner Participant unless extent that such failure shall materially adversely affect the right precludes Lessee's and Lessor's ability to contest such tax claim) and shall not take . If Lessee promptly (and, in any action with respect to such claim or Tax without the consent event, within 15 days of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able from Lessor) requests Lessor to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In additionso, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee Lessor shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees)Lessee's expense, in good faith contest (or, at Lessor's option, require Lessee to contest in Lessee's name, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of any such Taxes Tax. Lessor shall determine in its sole discretion the forum in which the contest of such Tax shall be pursued and whether such contest shall be by (Xi) resisting payment thereof, if lawful and practicable, (Yii) not paying the same except under protest protest, if protest is necessary or advisable and proper proper, or (Ziii) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or and judicial proceedingproceedings. If requested Lessor determines that such contest shall be by the manner described in either of clauses (ii) or (iii) above, Lessee shall advance sufficient funds on an after-tax, interest-free basis to do so by LesseeLessor to make the payment required. If Lessor contests the validity, applicability or amount of any Tax hereunder, Lessee shall have the Indemnitee right to review and advise Lessor as to all material written submissions to any governmental or other authority relating to the Tax for which indemnification is sought. Lessor shall appeal consult in good faith with Lessee and its counsel regarding all other material aspects of any adverse administrative such contest. Lessee shall have the right to attend governmental or judicial decisionconferences concerning any such tax claim only if such Tax is the only matter that affects Lessor which is pending before the governmental or judicial body. Notwithstanding the foregoing, except Lessor shall only be required to contest (and Lessee shall only be permitted to contest) any Tax if (A) independent tax counsel selected and compensated by Lessee is of the opinion that there is a reasonable basis for contesting the matter in question; (B) Lessee has acknowledged in writing its liability to indemnify Lessor with respect to the Tax in question; (C) Lessee shall pay (and shall acknowledge in writing Lessee's liability to pay) Lessor on demand for all reasonable costs and expenses incurred by Lessor in connection with contesting such claim (including, without limitation, all costs, expenses, losses, reasonable legal and accounting fees (including fees associated with Lessor's consultation with independent tax counsel as described herein), disbursements, penalties, interest and additions to tax); (D) the issue shall not be the same as an issue previously contested hereunder and decided adversely unless independent tax counsel selected and compensated by Lessee is of the opinion that the Indemnitee applicable law has changed, (E) the amount of Tax at issue exceeds $10,000, and (F) if an Event of Default has occurred and is continuing under this Agreement, Lessee has posted a bond or other security in form and substance satisfactory to Lessor in its sole and absolute discretion. Lessor shall not be required to pursue appeal any appeals judicial decision unless it receives an opinion of independent counsel selected and compensated by Lessee to the effect that it is more likely than not that such appeal would be successful. Under no circumstances shall Lessor be required to appeal a decision to or request a hearing by the United States Supreme Court. If and Nothing in this Section 8.5 shall require Lessor to the extent the Indemnitee is able to separate the contested issue contest, or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of , a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests imposition of any such Indemnitee), (D) no Lease Event of Default Tax if Lessor shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for waive its obligations hereunder by advancing right to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation indemnification under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee 8.1 hereof with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.

Contests. If a written any claim is shall be made against an Indemnitee GE Capital or if any proceeding is shall be commenced against an Indemnitee GE Capital (including a by written notice of such proceeding) for any Collateral Taxes as which Aladdin Gaming is obligated to which Lessee could be liable for payment or indemnity hereunderpay pursuant to this Section 4, or if an Indemnitee makes a determination GE Capital shall reasonably determine that a Tax is due for any Collateral Taxes which Lessee could Aladdin Gaming may have an indemnity obligation hereunderto pay under this Section 4 may be payable, such Indemnitee GE Capital shall promptly give Lessee notice (and in any event within 30 days) notify Aladdin Gaming in writing (provided that failure to so notify shall not alter GE Capital's rights under Section 4 except to the extent (and then only to the extent that) such failure precludes or materially adversely affects the ability to conduct a contest of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claimCollateral Taxes) and shall not take any action with respect to such claim or Tax without the written consent of Lessee Aladdin Gaming (and such consent shall not be unreasonably withheld or unreasonably delayed) for 30 days following the after receipt of such notice by LesseeAladdin Gaming; provided, however, thatthat in the case of any such claim or proceeding, if such Indemnitee GE Capital shall be required by law or regulation to take action prior to the end of such 30-30 day period, such Indemnitee shall, GE Capital shall in such notice to LesseeAladdin Gaming, so inform LesseeAladdin Gaming, and GE Capital shall not take any action with respect to such Indemnitee claim, proceeding or Collateral Taxes without the consent of Aladdin Gaming (such consent shall take no action not be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so (it being understood that an Indemnitee 10 days after the receipt of such notice by Aladdin Gaming unless GE Capital shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 30-10 day period. Provided that no Event of Default has occurred and is continuing, Aladdin Gaming shall be entitled for a period if of 30 days from receipt of such notice from GE Capital (A)(Ior such shorter period as GE Capital has notified Aladdin Gaming is required by law or regulation for GE Capital to commence such contest), to request in writing that GE Capital contest the imposition of such Collateral Tax, at Aladdin Gaming's expense. In its sole discretion, GE Capital shall either (i) control the failure contest, acting through counsel reasonably acceptable to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest Aladdin Gaming, or (IIii) take all reasonable steps to enable Aladdin Gaming to control the failure contest. The party controlling the contest shall consult in good faith with the other party and its counsel with respect to so pay would result the contest of such claim for Collateral Taxes (or claim for refund) but the decision regarding what actions to be taken shall be made by the controlling party in criminal penalties its sole judgment; provided, however, that if GE Capital is the controlling party and (B) such Indemnitee shall act in connection with paying Aladdin Gaming recommends the Tax acceptance of a settlement offer made by the relevant taxing authority and GE Capital rejects the settlement offer, then the portion of the Collateral Taxes at issue in the manner that is claim which are payable by Aladdin Gaming shall not exceed the least prejudicial to amount which would have been owed if the pursuit of the contest)settlement offer would have been accepted. In addition, such Indemnitee the controlling party shall (provided that Lessee shall have agreed to keep such information confidential other than the noncontrolling party reasonably informed as to the extent necessary in order to progress of the contest and shall provide the claimnoncontrolling party with a copy of (or appropriate excepts from) furnish Lessee with copies of any requests for information from any reports or claims issued by the relevant taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees)controlling party thereof, in good faith connection with such claim or contest (orthereof. Notwithstanding anything contained herein to the contrary, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee GE Capital shall not be required to pursue any appeals to the United States Supreme Court. If contest (and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee Aladdin Gaming shall not fail be permitted to take any action expressly required by this Section 6(b)(ivcontest) (including, without limitation, any action regarding any appeal of an adverse determination a claim with respect to any claim) or settle or compromise the imposition of Collateral Taxes if GE Capital waives its right to payment from Aladdin Gaming for such Collateral Taxes (and any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on year or any other taxable year the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome materially adversely affected as a result of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxwaiver).

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a Parent shall give prompt written notice to Holdings and Member Representative (and in all events, within twenty (20) days of such proceedingthe receipt thereof) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such any written notice by Lessee; providedthe Surviving Companies, however, that, if such Indemnitee shall be required by law to take action prior to the end Parent or any of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) Parent’s Affiliates (including, without limitation, the other Holdings Entities), which involves the assertion of any action regarding claim, or the commencement of any appeal Action relating to Taxes in respect of which an adverse determination indemnification claim may be made by any Parent Indemnitee pursuant to this Agreement (a “Tax Claim”); provided, that failure to comply with such notice provision shall not affect Parent’s right to indemnification hereunder, except to the extent that Holdings and the Parent Share Recipients are materially prejudiced thereby. Holdings or Member Representative shall control the contest or resolution of any Tax Claim relating to any income Tax Returns of any Holdings Entity for periods that end on or before the Closing Date (other than a Tax Claim relating to 280E and which also relates to one or more income Tax Return(s) of Parent or one or more of Parent’s Affiliates, a “Combined Tax Claim”); provided, however, that (i) Member Representative or Holdings, as applicable, shall provide Parent copies of all written correspondence related to such Tax Claim and otherwise keep Parent apprised of all material developments with respect to any claimTax Claim, (ii) Holdings or settle or compromise any claim without Member Representative shall obtain the prior written consent of Lessee Parent (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoingwhich consent shall not be unreasonably withheld, in no event shall an Indemnitee be required conditioned or delayed) before entering into any settlement of a claim or ceasing to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting defend such claim, and (Biii) if Parent shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Parent. Parent shall control the contest or resolution of any other Tax Claim including, without limitation, a Combined Tax Claim; provided, however, that (i) Parent shall involve the payment provide Member Representative copies of the claim, Lessee shall advance the amount thereof plus (all written correspondence related to the extent indemnified hereunder) interest, penalties such Tax Claim and additions to tax otherwise keep Member Representative apprised of all material developments with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment)Tax Claim, (Cii) Parent shall obtain the prior written consent of Member Representative (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim or ceasing to defend such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expensesclaim, and (Eiii) Holdings or Member Representative shall be entitled to participate in the case defense of a contest that is being pursued by an Indemniteesuch claim and to employ counsel of its choice for such purpose, the aggregate amount fees and expenses of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and separate counsel shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced borne solely by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such TaxHoldings.

Contests. If For purposes of this Agreement, a “Contest” is any audit, court proceeding or other dispute with respect to any Tax matter that affects the Company or its Subsidiaries. Unless the Buyer has previously received written notice from the Equityholder Representative of the existence of such Contest, the Buyer shall give written notice to the Equityholder Representative of the existence of any Contest relating to a Tax matter which could result in an indemnity claim is made against an Indemnitee or if by any proceeding is commenced against an Indemnitee (including a Buyer Indemnified Person pursuant to Article VIII, within ten days from the receipt by the Buyer of any written notice of such proceedingContest, but no failure to give such notice shall relieve the Sellers of any liability hereunder unless the Sellers are materially prejudiced thereby. The Buyer, on the one hand, and the Equityholder Representative, on the other, agree, in each case at no cost to the other party, to cooperate with the other and the other’s Representatives in a prompt and timely manner in connection with any Contest. Such cooperation shall include, but not be limited to, making available to the other party, during normal business hours, all books, records, returns, documents, files, other information (including, without limitation, working papers and schedules), officers or employees (without substantial interruption of employment) for Taxes as or other relevant information necessary or useful in connection with any Contest requiring any such books, records and files. If a Contest relates to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee matter that could have result in an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice claim by any Buyer Indemnified Person pursuant to Article VIII and the then remaining amount in writing the Indemnity Escrow Fund is equal to at least half of the amount of Taxes that would reasonably be expected to be payable as a result of such claim Contest (such Contest, a “Seller Tax Contest”), the Equityholder Representative shall, at its election, have the right to represent the Company’s or applicable Subsidiary’s interests in any such Seller Tax Contest, to employ counsel of its choice at its expense (on behalf of the Sellers) and to control the conduct of such Seller Tax Contest, including settlement or other disposition thereof; provided, however, that the failure to provide such notice Buyer shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect have the right to contest consult with the Equityholder Representative regarding any such claim) and shall not take Seller Tax Contest at the Buyer’s own expense; provided further, that any action settlement or other disposition of any such Seller Tax Contest may only be with respect to such claim or Tax without the prior written consent of Lessee for 30 days following the receipt of such notice Buyer, which consent will not be unreasonably withheld or delayed. Buyer shall have the right to control any Seller Tax Contest that the Equityholder Representative does not elect to control, and any other Contest that could result in an indemnity claim by Lesseeany Buyer Indemnified Person pursuant to Article VIII; provided, however, that, if such Indemnitee that the Equityholder Representative shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice have the right to contest or consult with the Buyer regarding any such Contest at the Equityholder Representative’s own expense (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit on behalf of the contestSellers); provided further, that any settlement or other disposition of any such Contest may only be with the prior written consent of the Equityholder Representative, which consent will not be unreasonably withheld or delayed. In additionExcept as otherwise explicitly set forth in this Section 4.8(b), such Indemnitee shall (provided that Lessee the Buyer shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee sole right to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination Contest with respect to any claim) or settle or compromise any claim without period ending after the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such TaxClosing Date.

Contests. If a written any claim is shall be made against an any Indemnitee or if any proceeding is shall be commenced against an any Indemnitee (including a written notice of such proceeding) for Taxes any Imposition as to which the Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could may have an indemnity obligation hereunderpursuant to this Section 26.4, or if any Indemnitee shall reasonably determine that any Imposition to which the Lessee may have an indemnity obligation pursuant to this Section 26.4 may be payable, such Indemnitee shall promptly give (and in any event, within thirty (30) days) notify the Lessee notice in writing of such claim (provided, however, provided that the failure to provide such notice so notify the Lessee within thirty (30) days shall not affect Lesseealter such Indemnitee's obligations hereunder rights under this Section 26.4 except to the Owner Participant unless extent such failure shall precludes or materially adversely affect affects the right ability to conduct a contest such claimof any indemnified Taxes) and shall not take any action with respect to such claim claim, proceeding or Tax Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 thirty (30) days following after the receipt of such notice by the Lessee; provided, however, thatthat in the case of any such claim or proceeding, if such Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnitee shall, shall in such notice to the Lessee, so inform the Lessee, and such Indemnitee shall not take no any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so ten (it being understood that an 10) days after the receipt of such notice by the Lessee unless the Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 3010-day period. The Lessee shall be entitled for a period if of thirty (A)(I30) days from receipt of such notice from the Indemnitee (or such shorter period as the Indemnitee has notified the Lessee is required by law or regulation for the Indemnitee to commence such contest), to request in writing that such Indemnitee contest the imposition of such Tax, at the Lessee's expense. If (x) such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax liability of such Indemnitee for which the Lessee has not agreed to indemnify such Indemnitee, (y) such contest must be pursued in the name of the Indemnitee, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnitee for which the Lessee has not agreed to indemnify such Indemnitee or (z) the failure Indemnitee so requests, then the Lessee shall be permitted to so pay control the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act contest of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax claim, provided that in the manner case of a contest described in clause (y), if the Indemnitee determines in good faith that is such contest by the least prejudicial Lessee could have a material adverse impact on the business or operations of the Indemnitee and provides a written explanation to the pursuit Lessee of such determination, the Indemnitee may elect to control or reassert control of the contest). In addition, and provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and provided, further, that in determining the application of clauses (x) and (y) of the preceding sentence, each Indemnitee shall (provided that take any and all reasonable steps to segregate claims for any Taxes for which the Lessee shall have agreed to keep such information confidential other than to indemnifies hereunder from Taxes for which the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required is not obligated to indemnify hereunder, so that the Lessee can control the contest of the former. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including In all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If other claims requested to do so be contested by the Lessee, the Indemnitee shall appeal any adverse administrative control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or judicial decision, except that the Indemnitee shall not be required to pursue contest) any appeals claim, (A) if such Indemnitee provides the Lessee with a legal opinion of counsel reasonably acceptable to the United States Supreme Court. If Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Asset or any part of any thereof unless the Lessee shall have posted and maintained a bond or other security satisfactory to the extent relevant Indemnitee in respect to such risk, (B) if an Event of Default has occurred and is continuing under Section 20.1(a), (f) or (g) unless the Indemnitee is able to separate the contested issue Lessee shall have posted and maintained a bond or issues from other issues arising in the same administrative or judicial proceeding that are unrelated security satisfactory to the transactions contemplated by relevant Indemnitee in respect of the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee Taxes subject to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep any and all expenses for which the Lessee is responsible hereunder reasonably informed regarding foreseeable in connection with the progress contest of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) claim, (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contestC) unless (A) the Lessee shall have agreed to pay and shall pay, to such Indemnitee on demand all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees expenses that such Indemnitee shall may incur in connection with contesting such claimImposition including all reasonable legal, accounting and investigatory fees and disbursements, or (BD) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement of such contest on contest, unless the Lessee shall provide to the Indemnitee an interest-free basis and advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax cost costs to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee). In addition, for Indemnitee controlled contests and claims contested in the name of the Indemnitee in a public forum, no contest shall be required: (DA) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit involving such Indemnitee for which the Lessee would have may be liable to pay an indemnity obligation under this Section 6(b)(iv26.4(b)) is at least exceeds $3,000. Notwithstanding the foregoing50,000 and (B) unless, if any requested by the Indemnitee, the Lessee shall have provided to the Indemnitee shall release, waive, compromise or settle any claim an opinion of counsel selected by the Lessee (which may be indemnifiable in-house counsel) (except, in the case of income taxes indemnified hereunder which shall be an opinion of independent tax counsel selected by the Indemnitee and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim. In no event shall an Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgement, provided, however, that if the Indemnitee is the controlling party and the Lessee pursuant to this Section 6(b) without recommends the written permission acceptance of Lessee, Lessee's obligation a settlement offer made by the relevant Governmental Authority and such Indemnitee rejects such settlement offer then the amount for which the Lessee will be required to indemnify such Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Indemnitee shall at the Lessee's expense supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 26.4(b). No Indemnitee shall enter into any settlement or other compromise or fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 26.4 (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject with respect to which contest is required under this Section 6(b)(iv26.4(b)) without the prior written consent of the Lessee, and subject to Section 6(b)(iii), unless such Indemnitee shall repay waives its right to Lessee any amount previously paid or advanced to such Indemnitee be indemnified under this Section 26.4 with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b)herein to the contrary, an Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity indemnification under this Section 6(b), 26.4 with respect to such Tax claim (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at year or any other taxable year the rate that would have been payable by the relevant taxing authority with respect to contest of which is materially adversely affected as a refund result of such Taxwaiver).

Contests. If a written claim is made against an Indemnitee or if (a) After the Closing, Purchaser shall promptly notify Sellers in writing of any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) a proposed assessment or claim in an audit or administrative or judicial proceeding of Purchaser or the Company which, if determined adversely to the taxpayer, would be grounds for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (indemnification under this Article IX; provided, however, that the failure to provide give such written notice shall will not affect Lessee's obligations hereunder Purchaser’s right to indemnification under this Article IX except to the Owner Participant unless such extent, if any, that Purchaser’s failure to so notify Sellers precludes Sellers from contesting the Tax in question. (b) In the case of an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date, Sellers shall materially adversely affect have the right at their expense to contest such claim) participate in and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days following the receipt conduct of such notice by Lesseeaudit or proceeding; provided, however, thatPurchaser may participate in any such audit or proceeding at its sole cost and expense and, if Sellers do not assume the defense of any such Indemnitee audit or proceeding, Purchaser may defend the same in such manner as it may deem appropriate, including, but not limited to, settling such audit or proceeding after five (5) Business Days prior written notice to Sellers setting forth the terms and conditions of settlement. The parties will work together to resolve any disputes should Sellers timely object to any settlement proposed by the Purchaser. (c) With respect to issues relating to a potential adjustment for which both Sellers and Purchaser or the Company could be liable, (i) each party may participate in the audit or proceedings, and (ii) the audit or proceedings shall be required controlled by law that party which would bear the burden of the greater portion of the sum of the adjustment and any corresponding adjustments that may reasonably be anticipated for future Tax periods. The principle set forth in the immediately preceding sentence shall govern also for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article IX by Purchaser and Sellers. (d) Neither Purchaser nor Sellers shall enter into any compromise or agree to take action prior settle any claim pursuant to any Tax audit or proceeding which would adversely affect the end other party for such year or a subsequent year without the written consent of such 30-day periodthe other party, such Indemnitee shall, in such notice to Lessee, so inform Lesseewhich consent may not be unreasonably withheld or delayed. Purchaser and Sellers shall cooperate, and such Indemnitee Purchaser shall take no action for as long as it is legally able cause the Company to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents withoutcooperate, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct defense against or compromise of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale audit or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxproceeding.

Contests. If a written claim is made against (a) The Tax Indemnitee shall notify the Stockholders’ Representative in writing promptly, and in any event within thirty (30) days, of becoming aware of the commencement after the Closing Date of any Contest that could give rise to an indemnification payment under Section 7.1 (the specific issues that could give rise to such indemnification are referred to herein as “Tax Indemnifiable Matters”). Such notice shall contain factual information (to the extent known to the Tax Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceedingits Affiliates) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to Tax Indemnifiable Matters in reasonable detail and shall include copies of any notice or other document (to the extent such claim notice or document relates to Tax Indemnifiable Matters) received from any Governmental Authority in respect thereof. (b) The Tax Indemnitee shall control all Contests, but to the extent that a Contest involves issues for which the Tax Indemnitee may be entitled to a payment under Section 7.1(a), the Stockholders’ Representative or its duly appointed representatives shall be allowed to attend all meetings between the Tax Indemnitee and the Governmental Authority in question and shall be provided with copies of all material correspondence and documents, to the extent relating to Tax Indemnifiable Matters. Neither the Tax Indemnitee nor any of its Affiliates may settle or compromise any asserted Tax liability in a Contest, to the extent relating to Tax Indemnifiable Matters, without the consent of Lessee the Stockholders’ Representative, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, a Tax Indemnitee’s decision not to contest a Contest will be considered to be a settlement of that Contest for 30 days following purposes of the receipt preceding sentence. For purposes of such notice by Lessee; provided, however, thatthis Section 7.5(b), if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) Indemnitee and the act of paying the Tax would Stockholders’ Representative cannot prejudice the right come to contest agreement as to whether consent is being, or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In additionwill be, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing unreasonably withheld or delayed within 30 days after its receipt of such noticethe Stockholders’ Representative’s initial refusal to provide consent, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee disagreement shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated resolved by the Operative Documents without, Accounting Firm. The determination of the Accounting Firm shall be final and binding on both parties and may be entered and enforced in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(ivcourt having jurisdiction. (c) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (Parent or to permit Lessee to pursue any contest) unless (A) Lessee one of its Affiliates, as the case may be, shall have agreed the right to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve prohibit the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting Stockholders’ Representative from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result participating in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect Contest as it relates to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any specific matter if Parent and Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (AIndemnitee(s) shall waive its right have waived their rights to indemnity under this Section 6(b), with respect to for such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxmatter.

Contests. If a written claim is made against In respect of the indemnification provided under Section 11.1(a), promptly after receipt by an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written of notice of such proceeding) for Taxes as to which Lessee could be liable for payment any pending or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunderthreatened Claim, such Indemnitee shall promptly shall, if a claim for indemnification in respect thereof is to be made against Lessee give Lessee written notice in writing of such claim (provided, however, thereof to Lessee; provided that the failure to provide such prompt notice shall not affect limit Lessee's ’s obligations hereunder to the Owner Participant unless or prejudice any rights of such failure shall materially adversely affect the right to contest such claimIndemnitee under Section 11.1(a) and shall not take any action with respect to such claim or Tax without Claim, except to the consent extent that such failure to provide prompt notice adversely affects Lessee’s indemnification obligations hereunder. So long as no Lease Event of Default is continuing, Lessee for at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (with full right of subrogation to the Indemnitee’s rights and defenses). Lessee must indicate its election to assume such defense by written notice to the Indemnitee within 30 days following the receipt of Indemnitee’s notice of the Claim, or in the case of a third party claim which requires a shorter time for response then within such shorter period as specified in the Indemnitee’s notice by Lesseeof Claim; provided, however, that, if provided that such Indemnitee shall be required by law has given Lessee notice thereof. If Lessee denies liability or fails to take action prior respond to the end of such 30-day periodnotice within the time period set forth above, such the Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long may defend or compromise the Claim as it is legally able deems appropriate without prejudice to do so (it being understood that an Indemnitee shall be entitled any of Indemnitee’s rights hereunder and with no further obligation to pay inform Lessee of the Tax claimed status of the Claim and ▇▇▇ for a refund prior no right of Lessee to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest approve or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act disapprove any actions taken in connection with paying therewith by the Tax in the manner that is the least prejudicial to the pursuit of the contest)Indemnitee. In addition, such Indemnitee shall (provided that If Lessee shall have agreed elected to keep assume the defense of any such information confidential other than to Claim, then upon the extent necessary in order to contest request of Lessee, the claimIndemnitee requesting payment of indemnity under Section 11.1(a) shall promptly furnish Lessee with copies of any requests for information from records or documents pertaining to the matter to be indemnified and, to the extent known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of the requested indemnity payment. Upon payment in full to Indemnitee of any taxing authority relating indemnity pursuant to Section 11.1(a), Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which such Taxes with respect to which Lessee may be required to indemnify hereunderindemnity has been paid. If requested by Lessee in writing within 30 days after its receipt shall have elected to assume the defense of any such noticeClaim, such upon the written request at any time and from time to time of Lessee, Indemnitee shall, at the expense of Lessee, take such reasonable actions and execute such documents as are necessary or reasonably appropriate to assist Lessee (including all reasonable out-of-pocket costs in the preservation and reasonable attorney enforcement against third parties of Lessee’s right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim and accountants fees)participate in the defense thereof, in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative but the fees and judicial proceedings the validity, applicability or amount expenses of such Taxes by (X) resisting payment thereof, (Y) not paying counsel shall be at the same except under protest if protest is necessary and proper or (Z) if expense of the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, Indemnitee unless the Indemnitee shall appeal any adverse administrative or judicial decision, except have been advised by its counsel that a conflict of interest exists in Lessee’s counsel’s representations of the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents withoutLessee, in which case the good faith judgment fees and expenses of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee ’s counsel shall permit Lessee to control be for the conduct account of any such proceeding Lessee. All fees and expenses shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) periodically as incurred. So long as no Lease Event of Default shall have occurred and be continuing at the time the contest is begun continuing, Lessee shall not be liable for any settlement of any such Claim effected without its consent unless Lessee has provided security for its obligations hereunder by advancing shall fail to, or elect in writing not to, assume the defense thereof in which case the Indemnitee, without waiving any rights to indemnification hereunder, may defend such Indemnitee before proceeding with such contestClaim and enter into any good faith settlement thereof without the prior written consent of Lessee. Lessee shall not, without the amount prior written consent (not to be unreasonably withheld) of the Tax being contestedIndemnitee, plus effect any interest settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Claim. The parties agree to cooperate in any defense or settlement of any such Claim and penalties and an amount estimated in good faith by such Indemnitee for to give each other reasonable expenses, and (E) access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the case prosecution of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee or lawsuit against any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxthird party.

Contests. If a taxing authority makes a written claim is made against an Indemnitee or if for any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) for Taxes as Tax with respect to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation required to indemnify hereunder, such Indemnitee shall promptly give Lessee written notice in writing of such claim (provided, however, that the claim. An Indemnitee's failure to provide such notice to Lessee shall not affect diminish Lessee's obligations or such Indemnitee's rights hereunder except to the Owner Participant unless extent that such failure shall materially adversely affect the right precludes Lessee's and such Indemnitee's ability to contest such claim) and shall not take Tax. If Lessee promptly (and, in any action with respect to such claim or Tax without the consent event, within 15 days of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such from the Indemnitee) requests the Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay so, the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees)Lessee's expense, in good faith contest (or, at the Indemnitee's option, require Lessee to contest in Lessee's name, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of any such Taxes Tax. The Indemnitee shall determine in its sole discretion the forum in which the contest of such Tax shall be pursued and whether such contest shall be by (Xi) resisting payment thereof, if lawful and practicable, (Yii) not paying the same except under protest protest, if protest is necessary or advisable and proper proper, or (Ziii) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or and judicial proceedingproceedings. If requested the Indemnitee determines that such contest shall be by the manner described in either of clauses (ii) or (iii) above, Lessee shall advance sufficient funds on an after-tax, interest-free basis to do so by Lesseethe Indemnitee to make the payment required. If an Indemnitee contests the validity, applicability or amount of any Tax hereunder, Lessee shall have the right to participate in such contest at its own expense, including the right to attend governmental or judicial conferences concerning such claim for Tax and the right to review and advise the Indemnitee as to all material written submissions to any governmental or other authority relating to the Tax for which indemnification is sought. Notwithstanding the foregoing, the Indemnitee shall appeal only be required to contest (and Lessee shall only be permitted to contest) any adverse administrative or judicial decisionTax if (A) independent tax counsel selected by the Indemnitee is of the opinion that there is a reasonable basis for contesting the matter in question; (B) Lessee has acknowledged in writing its liability to indemnify the Indemnitee with respect to the Tax in question; (C) Lessee shall pay (and shall acknowledge in writing Lessee's liability to pay) the Indemnitee on demand for all reasonable costs and expenses incurred by such Indemnitee in connection with contesting such claim (including, except without limitation, all costs, expenses, losses, reasonable legal and accounting fees (including fees associated with the Indemnitee's consultation with independent tax counsel as described herein), disbursements, penalties, interest and additions to tax); (D) the issue shall not be the same as an issue previously contested hereunder and decided adversely unless independent tax counsel selected by the Indemnitee is of the opinion that the applicable law has changed, and (E) the amount of Tax at issue exceeds $25,000. The Indemnitee shall not be required to pursue appeal any appeals judicial decision unless it receives an opinion of independent counsel selected by such Indemnitee to the effect that it is more likely than not that such appeal would be successful. Under no circumstances shall the Indemnitee be required to appeal a decision to or request a hearing by the United States Supreme Court. If and Nothing in this Section 12.5 shall require any Indemnitee to contest, or permit Lessee to contest, a claim with respect to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment imposition of such Indemnitee, adversely affecting such Indemnitee, any Tax if such Indemnitee shall permit Lessee waive its right to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this indemnification under Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee 12.3 with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify hereunderagainst hereunder (a "Tax Claim"), such Tax Indemnitee shall give the Lessee written notice of such Tax Claim promptly (but in any event within twenty (20) days) after its receipt, and shall furnish Lessee with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim (but failure to so notify the Lessee shall relieve the Lessee of its obligations hereunder only to the extent it effectively precludes a contest of the claim). The Tax Indemnitee shall not pay such Tax Claim until at least thirty (30) days after providing the Lessee with such written notice, unless (a) the Tax Indemnitee is required to do so by law or regulation and (b) in the written notice described above, the Tax Indemnitee has notified the Lessee of such requirement. If requested by the Lessee in writing shall so request within 30 days after its receipt of such notice, then such Tax Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), shall in good faith at Lessee's expense contest (orsuch Tax; provided, if permitted by applicable lawhowever, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue contest involves only Taxes constituting property taxes, sales taxes, or issues from use taxes and does not involve any taxes or other issues arising in the same administrative or judicial proceeding that relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Documents withoutAgreements and if no Equity Insufficiency Circumstance exists, such contest shall be undertaken by the Lessee at the Lessee's expense and at no-after-tax cost to the Lessor or the Owner Participant, but if such contest would involve any other type of Tax or any taxes or issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by Operative Agreements or if an Equity Insufficiency exists, then such Tax Indemnitee may, in its sole discretion, control such contest (including selecting the forum for such contest, and determining whether any such contest shall be conducted by (i) paying such Tax under protest or (ii) resisting payment of such Tax or (iii) paying such Tax and seeking a refund thereof; provided, further, however, that at such Tax Indemnitee's option, such contest shall be conducted by the Lessee in the name of such Tax Indemnitee). In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest any Tax for which the Lessee is obligated to indemnify pursuant to this Section unless: (i) the Lessee shall have acknowledged in writing its liability to such Tax Indemnitee for an indemnity payment pursuant to this Section as a result of such claim if and to the extent such Tax Indemnitee or the Lessee, as the case may be, shall not prevail in the contest of such claim; provided, however, that the Lessee shall not be required to indemnify for such Taxes to the extent the results of the contest clearly and unambiguously demonstrate that the Tax is not an indemnified Tax; (ii) such Tax Indemnitee shall have received the opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee furnished at the Lessee's sole expense, to the effect that a reasonable basis exists for contesting such claim or, in the good faith judgment event of such Indemniteean appeal of a court decision, adversely affecting such Indemniteethat it is more likely than not that an appellate court or an administrative agency with appellate jurisdiction, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In as the case of a contest controlled by an Indemniteemay be, such Indemnitee shall consult with Lessee in good faith regarding will reverse or substantially modify the manner of contesting such claim and shall keep Lessee reasonably informed regarding adverse determination; (iii) the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Tax Indemnitee on demand all reasonable out-of-pocket costs (and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with at no additional net after-tax cost to such Indemnitee Participation Agreement (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such paymentTRLI 2001-1C), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.

Contests. If a written any claim is shall be made against an any Tax Indemnitee or if any proceeding is shall be commenced against an any Tax Indemnitee (including a written notice of such proceeding) for Taxes any Imposition as to which the Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could may have an indemnity obligation hereunderpursuant to this Section 26.5, or if any Tax Indemnitee shall determine that any Imposition to which the Lessee may have an indemnity obligation pursuant to this Section 26.5 may be payable, such Tax Indemnitee shall promptly give (and in any event, within 30 days) notify the Lessee notice in writing of such claim (provided, however, provided that the failure to provide such notice so notify the Lessee within 30 days shall not affect Lesseealter such Tax Indemnitee's obligations hereunder rights under this Section 26.5 except to the Owner Participant unless extent such failure shall precludes or materially adversely affect affects the right ability to conduct a contest such claimof any indemnified Taxes) and shall not take any action with respect to such claim claim, proceeding or Tax Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days following after the receipt of such notice by the Lessee; provided, however, thatthat in the case of any such claim or proceeding, if such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Tax Indemnitee shall, shall in such notice to the Lessee, so inform the Lessee, and such Tax Indemnitee shall not take no any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so (it being understood that an 10 days after the receipt of such notice by the Lessee unless the Tax Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 3010-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest)period. In addition, such Indemnitee shall (provided that The Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies be entitled for a period of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its from receipt of such noticenotice from the Tax Indemnitee (or such shorter period as the Tax Indemnitee has notified the Lessee is required by law or regulation for the Tax Indemnitee to commence such contest), to request in writing that such Tax Indemnitee shallcontest the imposition of such Tax, at the expense Lessee's expense. If (x) such contest can be pursued in the name of the Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount independently from any other proceeding involving a Tax liability of such Taxes by (X) resisting payment thereofTax Indemnitee for which the Lessee has not agreed to indemnify such Tax Indemnitee, (Yy) such contest must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee has not paying the same except under protest if protest is necessary and proper agreed to indemnify such Tax Indemnitee or (Zz) if the payment is madeTax Indemnitee so requests, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, then the Indemnitee Lessee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee permitted to control the conduct contest of any such proceeding and shall provide to Lessee such information or data claim, provided that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemniteedescribed in clause (y), such if the Tax Indemnitee shall consult with Lessee determines in good faith regarding that such contest by the manner Lessee could have a material adverse impact on the business or operations of contesting the Tax Indemnitee and provides a written explanation to the Lessee of such determination, the Tax Indemnitee may elect to control or reassert control of the contest, and provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and provided, further, that in determining the application of clauses (x) and (y) of the preceding sentence, each Tax Indemnitee shall take any and all reasonable steps to segregate claims for any Taxes for which the Lessee indemnifies hereunder from Taxes for which the Lessee is not obligated to indemnify hereunder, so that the Lessee can control the contest of the former. In all other claims requested to be contested by the Lessee, the Tax Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or the Tax Indemnitee required to contest) any claim, (A) if such Tax Indemnitee provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien or Lessor Lien) on the Property or any part of any thereof unless the Lessee shall have posted and maintained a bond or other security reasonably satisfactory to the relevant Tax Indemnitee in respect to such risk, (B) if an Event of Default has occurred and is continuing unless the Lessee shall have posted and maintained a bond or other security reasonably satisfactory to the relevant Tax Indemnitee in respect of the Taxes subject to such claim and shall keep any and all expenses for which the Lessee is responsible hereunder reasonably informed regarding foreseeable in connection with the progress contest of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) claim, (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contestC) unless (A) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on within ten (10) Business Days after demand all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall may incur in connection with contesting such claimImposition including all reasonable legal, accounting and investigatory fees and disbursements, or (BD) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement of such contest on contest, unless the Lessee shall provide to the Tax Indemnitee an interest-free basis and advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax cost costs to such Tax Indemnitee). In addition for Tax Indemnitee (controlled contests and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that claims contested in the action to be taken will not result in any material risk of forfeiture, sale or loss name of the Aircraft Tax Indemnitee in a public forum, no contest shall be required: (A) unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit involving such Tax Indemnitee for which the Lessee would have may be liable to pay an indemnity obligation under this Section 6(b)(iv26.5(b)) is at least exceeds $3,000. Notwithstanding the foregoing500,000 and (B) unless, if requested by the Tax Indemnitee, the Lessee shall have provided to the Tax Indemnitee an opinion of counsel selected by the Lessee (which may be in-house counsel) (except, in the case of income taxes indemnified hereunder which shall be an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim. In no event shall a Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgement, provided, however, that if the Tax Indemnitee is the controlling party and the Lessee recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Tax Indemnitee rejects such settlement offer then the amount for which the Lessee will be required to indemnify such Tax Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Tax Indemnitee shall releaseat the Lessee's expense supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, waive, suit or proceeding to the extent permitted by this Section 26.5(b). No Tax Indemnitee shall enter into any settlement or other compromise or settle fail to appeal an adverse ruling with respect to any claim which may is entitled to be indemnifiable by Lessee pursuant to indemnified under this Section 6(b26.5 (and with respect to which contest is required under this Section 26.5(b)) without the prior written permission consent of the Lessee, Lessee's obligation unless such Tax Indemnitee waives its right to indemnify be indemnified under this Section 26.5 with respect to such claim. Notwithstanding anything contained herein to the contrary, a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 26.5 with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee claim with respect to such claim, plus interest at year or any other taxable year the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome materially adversely affected as a result of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxwaiver).

Contests. If (a) Buyer Parties and the Companies shall promptly forward to Stockholder Representative all written notifications and other communications from any Taxing Authority relating to any Tax liability of the Companies with respect to a written claim is made against an Indemnitee Pre-Closing Tax Period or if any proceeding is commenced against an Indemnitee (including a actions with respect to the same. The failure of Buyer Parties or the Companies to deliver such written notice in such period shall not affect the rights of an Indemnified Party under Article 7 with respect to any Tax or Damage directly or indirectly related to the subject matter of such proceedingwritten notification or other communication except to the extent that the Indemnifying Party is materially and irrevocably prejudiced by the failure to provide such written notice. (b) (i) Stockholder Representative (at Stockholders’ expense, which shall be paid solely from the Stockholder Representative Expense Amount first and then from the Indemnification Escrow Account without regard to the Deductible) shall control any audit or examination by any taxing authority or any other judicial or administrative proceeding with respect to Taxes, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of the Companies (each, a “Tax Matter”) for Taxes as any Pre-Closing Tax Period (but for this purpose excluding any Straddle Period) but only to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could the extent the Stockholders have an indemnity obligation hereunderwith respect to any such Tax Matter under Article 7, such Indemnitee shall promptly give Lessee notice in writing of such claim (including through recovery against the Indemnification Escrow Account, which has not expired or lapsed; provided, however, that the failure Stockholder Representative shall provide to provide such notice Buyer Parties (at Buyer Parties’ expense, which expense shall not be subject to indemnification under Article 7) reasonable participation rights with respect to so much of such Tax Matter that is reasonably likely to affect Lessee's obligations hereunder to the Owner Participant unless Tax liability of Buyer Parties or the Companies for any Post-Closing Tax Period. Stockholder Representative shall not assert any defenses or claims, enter into any settlement of, or otherwise compromise, any such failure shall materially Tax Matter that reasonably could adversely affect the right liability of Buyer Parties or the Companies for any Taxes, as to contest such claim) and shall not take any action with respect to such claim or Tax without which the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax Stockholders would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In additionbe liable hereunder, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee Parent, which consent shall not be unreasonably withheld, delayed or conditioned. If Buyer Parties object to any action that Stockholder Representative proposes to take pursuant to the preceding sentence, Buyer Parties shall, within thirty (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest30) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment days after delivery from Stockholder Representative of written notice of the claimintent to take such action, Lessee shall advance notify Stockholder Representative in writing that it so objects, specifying with particularity the amount thereof plus (to objectionable action and stating the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free specific factual or legal basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making for any such payment)objection. If a notice of objection shall be duly delivered, (C) such Indemnitee Buyer Parties and Stockholder Representative shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated negotiate in good faith and use their commercially reasonable efforts to resolve such items. If Buyer Parties and Stockholder Representative are unable to reach such agreement within ten (10) days after receipt by Stockholder Representative of such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemniteenotice, the aggregate amount disputed items shall be resolved by the Dispute Advisor and any determination by the Dispute Advisor shall be final. The Dispute Advisor shall resolve any disputed items within ten (10) days of having the item referred to it pursuant to such procedures as it may require. The costs, fees and expenses of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and Dispute Advisor shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (borne equally by Buyer Parties and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such TaxStockholder Representative.

Contests. If (a) In the event any Governmental Authority informs the Purchaser or the Seller (or any of their respective Affiliates) of any proposed or actual audit, examination, adjustment, claim, assessment, or demand with respect to Taxes of the Company or any Subsidiary for any taxable period that ends on or before the Closing Date or any Straddle Period, the party so informed shall promptly notify the other of such matter. No failure or delay in informing the other party shall reduce or otherwise affect the obligations or liabilities of any party hereto, except to the extent such failure or delay shall have materially and adversely affected the recipient party’s ability to defend against any Liability or claim with respect to such Taxes. Any notice shall be accompanied by a written claim is made against an Indemnitee or if copy of any proceeding is commenced against an Indemnitee (including a written notice or other document received from the applicable Governmental Authority with respect to such matter. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the Closing Date, the Seller shall have the sole right, at its expense, to control the conduct of such proceedingContest, provided that Seller conducts such Contest diligently and in good faith. If the Seller elects to control any Contest that relates to taxable periods ending on or before the Closing Date, the Purchaser, the Company and any relevant Subsidiary shall have the right, at their expense, to participate in such Contest. (c) for Taxes as In the case of a Contest that relates to any Straddle Period, the Purchaser or the relevant Subsidiary shall have the sole right, at its expense, to control the conduct of such Contest. The Seller shall have the right, at its expense, to participate in such Contest involving any asserted Tax Liability with respect to which Lessee could indemnity may be liable for payment sought from the Seller pursuant to Section 6.01. (d) Neither the Seller nor the Purchaser (nor any of their respective Affiliates) may settle or indemnity hereundercompromise any asserted Liability under this Section 6.03 without the prior written consent of the other; provided, however, that consent to settlement or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereundercompromise shall not be unreasonably withheld or delayed. The Purchaser and the Seller agree to cooperate, such Indemnitee shall promptly give Lessee notice and the Purchaser agrees to cause the Company and the Subsidiaries to cooperate, in writing the defense against or compromise of such any claim (in any Contest; provided, however, that the failure to provide such notice Seller shall not affect Lessee's obligations hereunder to bear the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) cost and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt expense of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxcooperation.

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceedinga) for Taxes as to which Lessee could be liable for payment or indemnity hereunderAfter the Closing, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee the Purchaser shall -------- promptly give Lessee notice notify the Shareholders in writing of the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Purchaser, the Company or any Company Subsidiary which, if determined adversely to the taxpayer or after the lapse of time, is likely to give rise to grounds for indemnification by the Shareholders. Such notice shall contain factual information (to the extent known to the Purchaser) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax Authority in respect of any such asserted Tax liability. If the Purchaser fails to give the Shareholders prompt notice of an asserted Tax liability, then (i) if the Shareholders are precluded by the failure to give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, the Shareholders shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, and (ii) if the Shareholders are not so precluded from contesting, but such failure to give prompt notice results in a detriment to the Shareholders, any amount which the Shareholders are otherwise required to pay the Purchaser with respect to such liability shall be reduced by the amount of such detriment. (b) Except as indicated in the last sentence of this Section 8.04(b), the Shareholders may elect to direct, through counsel of their own choosing and at their own expense, any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought from the Shareholders (any such audit, claim for refund or proceeding relating to an asserted Tax liability are referred to herein collectively as a "Contest"). If the Shareholders elect to direct the Contest of an asserted Tax ------- liability, they shall, within 30 calendar days of receipt of the notice of asserted Tax liability, notify the Purchaser of their intent to do so, and the Purchaser shall cooperate and shall cause the Company and the Company Subsidiaries to cooperate, at the Shareholders' expense, in each phase of such Contest. If the Shareholders elect not to direct the Contest, fail to notify the Purchaser of their election as herein provided or contest their indemnification obligation, the Purchaser may pay, compromise or contest, at its own expense, such asserted liability. However, in such case, the Purchaser may not settle or compromise any asserted liability over the objection of the Shareholders; provided, however, that the failure consent to provide such notice settlement or compromise shall not affect Lessee's obligations hereunder to be -------- ------- unreasonably withheld. In any event, both the Owner Participant unless such failure shall materially adversely affect Purchaser and the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; providedShareholders may participate, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shallat their own expense, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that the Contest. If a Contest includes both an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes asserted liability with respect to which Lessee an indemnity may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of sought from the Shareholders and an asserted liability for which no such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lesseeindemnity may be sought, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment foregoing provisions of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv8.04(b) (including, without limitation, any action regarding any appeal shall apply only to such portion of an adverse determination the Contest as involves the asserted liability with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without sought from the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such TaxShareholders.

Contests. If a written any claim is shall be made against an any Tax Indemnitee or if any proceeding is shall be commenced against an any Tax Indemnitee (including a written notice of such proceeding) for Taxes any Imposition as to which the Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could may have an indemnity obligation hereunderpursuant to this Section 13.5, or if any Tax Indemnitee shall determine that any Imposition to which the Lessee may have an indemnity obligation pursuant to this Section 13.5 may be payable, such Tax Indemnitee shall promptly give (and in any event, within thirty (30) days) notify the Lessee notice in writing of such claim (provided, however, provided that the failure to provide such notice so notify the Lessee within thirty (30) days shall not affect Lesseealter such Tax Indemnitee's obligations hereunder rights under this Section 13.5 except to the Owner Participant unless extent such failure shall precludes or materially adversely affect affects the right ability to conduct a contest such claimof any Impositions) and shall not take any action with respect to such claim claim, proceeding or Tax Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 thirty (30) days following after the receipt of such notice by the Lessee; provided, however, thatthat in the case of any such claim or proceeding, if such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such thirty (30-) day period, such Tax Indemnitee shall, shall in such notice to the Lessee, so inform Lessee, the Lessee and such Tax Indemnitee shall not take no any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so (it being understood that an 10 days after the receipt of such notice by the Lessee unless such Tax Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 30-ten (10) day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest)period. In addition, such Indemnitee shall (provided that The Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claimbe entitled for a period of thirty (30) furnish Lessee with copies of any requests for information days from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such noticenotice from such Tax Indemnitee (or such shorter period as such Tax Indemnitee has notified the Lessee is required by law or regulation for such Tax Indemnitee to commence such contest), to request in writing that such Tax Indemnitee shallcontest the imposition of such Tax, at the expense Lessee's expense. If (x) such contest can be pursued in the name of the Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount independently from any other proceeding involving a Tax liability of such Taxes by (X) resisting payment thereofTax Indemnitee for which the Lessee has not agreed to indemnify such Tax Indemnitee, (Yy) such contest must be pursued in the name of such Tax Indemnitee, but can be pursued independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee has not paying the same except under protest if protest is necessary and proper agreed to indemnify such Tax Indemnitee or (Zz) if such Tax Indemnitee so requests, then the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee Lessee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee permitted to control the conduct contest of any such proceeding and shall provide to Lessee such information or data claim, provided that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemniteedescribed in clause (y), if such Tax Indemnitee shall consult with Lessee determines reasonably and in good faith regarding that such contest by the manner of contesting such claim and shall keep Lessee reasonably informed regarding could have a material adverse impact on the progress business or operations of such Tax Indemnitee and provides a written explanation to the Lessee of such determination, such Tax Indemnitee may elect to control or reassert control of the contest. An , and provided that by taking control of the contest, the Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and provided, further, that in determining the application of clauses (x) and (y) above, each Tax Indemnitee shall not fail to take any action expressly and all reasonable steps to segregate claims for any Taxes for which the Lessee indemnifies hereunder from Taxes for which the Lessee is not obligated to indemnify hereunder, so that the Lessee can control the contest of the former. In all other claims requested to be contested by the Lessee, such Tax Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or such Tax Indemnitee required by this Section 6(b)(ivto contest) any claim, (includingA) if such Tax Indemnitee provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, without limitationsuit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any action regarding Lien (other than a Permitted Lien) on the Property or any appeal of an adverse determination part thereof unless, with respect to any claimcivil liability only, the Lessee shall have agreed in writing to be responsible for such risk, (B) or settle or compromise any claim without the prior written consent if an Event of Lessee Default has occurred and is continuing, (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contestC) unless (A) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on demand all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall may incur in connection with contesting such claimImposition including all reasonable legal, accounting and investigatory fees and disbursements, or (BD) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement of contest, unless the Lessee shall provide to such contest on Tax Indemnitee an interest-free basis and advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax cost costs to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of such Tax Indemnitee in a public forum, no contest shall be required: (DA) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with in any audit involving any or all of the other Aircraft leased by the Owner Participant such Tax Indemnitees with respect to Lessee or raised in any other audit period for which the Lessee would have may be liable to pay an indemnity obligation under this Section 6(b)(iv13.5(b)) exceeds $100,000 and (B) unless, if requested by such Tax Indemnitee, the Lessee shall have provided to such Tax Indemnitee an opinion of counsel selected by the Lessee (which may be in-house counsel) that a reasonable basis exists to contest such claim. In no event shall a Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment, provided, however, that if such Tax Indemnitee is the controlling party and the Lessee recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Tax Indemnitee rejects such settlement offer then the amount for which the Lessee will be required to indemnify such Tax Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the non-controlling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) and reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Tax Indemnitee shall, at least $3,000the Lessee's expense, supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 13.5(b). Notwithstanding anything in this Section 13.5(b) to the foregoingcontrary, if any no Tax Indemnitee shall release, waive, enter into any settlement or other compromise or settle fail to appeal an adverse ruling with respect to any claim which may is entitled to be indemnifiable by Lessee pursuant to indemnified under this Section 6(b13.5 (and with respect to which contest is required under this Section 13.5(b)) without the prior written permission consent of the Lessee, Lessee's obligation unless such Tax Indemnitee waives its right to indemnify be indemnified under this Section 13.5 with respect to such claim pursuant to the next paragraph. Notwithstanding anything contained herein to the contrary, a Tax Indemnitee will not be required to contest or continue to contest (and the Lessee shall not be permitted to contest or continue to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 13.5 with respect to such claim (and all directly related claims and claims based on any claim with respect to such year or any other taxable year the outcome contest of which is materially adversely affected as a result of such claimwaiver) shall terminate, subject and returns to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to the Lessee any amount all amounts previously paid or advanced to such the Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.

Contests. If a written claim is made against In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written of notice of such proceeding) for Taxes as to which Lessee could be liable for payment any pending or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day periodthreatened Claim, such Indemnitee shall, if a claim for indemnification in respect thereof is to be made against the Lessee, give written notice thereof to the Lessee. So long as no Event of Default has occurred and is continuing, the Lessee, at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (with full right of subrogation to the Indemnitee’s rights and defenses). The Lessee must indicate its election to assume such defense by written notice to Lesseethe Indemnitee within thirty (30) days following receipt of Indemnitee’s notice of the Claim, so inform Lessee, and or in the case of a third-party claim which requires a shorter time for response then within such shorter period as specified in the Indemnitee’s notice of Claim; provided that such Indemnitee shall take no action for as long has given the Lessee written notice thereof. If the Lessee denies liability or fails to respond to the notice within the time period set forth above, the Indemnitee may defend or compromise the Claim as it is legally able deems appropriate without prejudice to do so (it being understood that an Indemnitee shall be entitled to pay any of Indemnitee’s rights hereunder. If the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed elected to keep assume the defense of any such information confidential other than to Claim, then upon the extent necessary in order to contest request of the claimLessee, the Indemnitee requesting payment of indemnity under Section 7.1(a) shall promptly furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability records or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals documents pertaining to the United States Supreme Court. If and matter to be indemnified and, to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated known by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is a reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment detailed explanation of the claim, Lessee shall advance the amount thereof plus (circumstances giving rise to the extent indemnified hereunder) interest, penalties claim of indemnification and additions to tax with respect thereto that are required to be paid prior to the commencement determination of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus requested indemnity payment. Upon payment in full to Indemnitee of any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemniteeindemnity pursuant to Section 7.1(a), the aggregate amount Lessee shall be subrogated to any right of Indemnitee in respect of the claim (together with matter against which such indemnity has been paid. If the amount Lessee shall have elected to assume the defense of all similar or logically related claims that have been or could be raised with any or all such Claim, upon the written request at any time and from time to time of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.Indemnitee

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a i) Buyer and Seller shall promptly notify the other Party in writing upon receipt of written notice of such proceedingany pending or threatened audit, notice of deficiency, examination, assessment or any other administrative proceeding or court proceedings (“Audit”) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a may affect any Tax is due liability for which Lessee could the other Party is liable pursuant to this Section 5.12. (ii) In the case of any Audit that relates solely to Taxes for which Seller is liable under Section 5.12(a), Seller shall, at its option, have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the sole right to contest (A) represent the interests of the Acquired Companies in such claimAudit; (B) employ counsel of its choice in connection therewith; and shall not take any action with respect to (C) settle such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by LesseeAudit; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end settlement or compromise of such 30-day periodAudit reasonably could be expected to adversely affect Buyer or the Acquired Companies, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee then Seller shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim asserted Tax liability without the prior written consent of Lessee Buyer (except as contemplated by this Section 6(b)(ivsuch consent not to be unreasonably withheld, delayed or conditioned)). Notwithstanding . (iii) Buyer shall have the foregoing, in no event shall an Indemnitee be required right to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand control all reasonable outother Audits, including all Audits involving any Post-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, Closing Tax Period (including any Straddle Period); (B) if employ counsel of its choice; and (C) settle such contest Audit; provided, however, that Buyer shall involve afford Seller the payment of the claimopportunity to participate, Lessee shall advance the amount thereof plus (as may reasonably be requested by Seller, with Buyer in contesting any Tax claim solely to the extent indemnified hereunder) interest, penalties and additions such Tax claim relates to tax with respect thereto Taxes that are required would give rise to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an Seller indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which hereunder; and provided further that Buyer may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such asserted Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate liability that would have been payable by the relevant taxing authority with respect give rise to a refund Seller indemnity obligation hereunder without the prior written consent of Seller (such Taxconsent not to be unreasonably withheld, delayed or conditioned).

Contests. If a any written claim is made against an any Indemnitee or if any proceeding is commenced against an any Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could Borrower may have an indemnity obligation hereunderpursuant to Section 9.02(a), such Indemnitee shall promptly give Lessee notice in writing notify Borrower of such claim within thirty (30) days after such Indemnitee receives notice of such claim or proceeding; provided, however, that the failure to provide such notice to Borrower shall not affect Lessee's obligations the obligation of Borrower to provide indemnity hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to the Taxes that are the subject of such claim or Tax without proceeding unless and except to the consent of Lessee extent that (i) such failure (whether by adversely affecting a counterclaim or defense, or otherwise) increases the amount for 30 days following which Borrower would have been liable in the receipt absence of such notice by Lesseefailure, or (ii) such failure results in the imposition of, or an increase in the amount of, any penalties, interest, or additions to Tax related to the Tax which is the subject of such claim or proceeding. (a) reasonably satisfactory to such Indemnitee; provided, however, that, (y) if such the Indemnitee shall be required by law decides after consultation with Borrower to take action pay the Tax prior to the end of such 30contest, Borrower shall provide to the Indemnitee an interest-day period, such free advance in an amount equal to the Tax which the Indemnitee is required to pay and shall, in such notice case, pay any additional amount required to Lessee, so inform Lessee, and hold such Indemnitee shall take no action for as long as it harmless against any adverse Tax consequences arising from such advance (and if such contest is legally able to do so (it being understood that an Indemnitee shall be entitled to pay finally determined adversely, the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts advance shall be applied against Borrower’s obligation to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, indemnify the Indemnitee shall appeal any adverse administrative or judicial decision, except that against the Indemnitee shall not be required to pursue any appeals to Tax which is the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress subject of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv); and (z) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in involve any material risk of criminal liability on the Indemnitee or of a sale, forfeiture, sale or loss of any Engine Kit, or the Aircraft (unless Lessee shall have made provisions to protect the interests creation of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at Lien other than Liens for the time Taxes being contested unless Borrower posts a bond or other security reasonably satisfactory to the contest is begun unless Lessee has provided security for its obligations hereunder by advancing Indemnitee in respect to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and risk (E) other than in the case of a risk of criminal liability). Any contest that required pursuant to the preceding paragraph shall be conducted by Borrower in the name of Borrower, if permitted by law, with respect to (i) any claim which involves only Taxes or claims for which Borrower is being pursued by an required to indemnify hereunder, or (ii) any claim which can be segregated and contested separately without material adverse unindemnified consequences for such Indemnitee, provided, Borrower shall have acknowledged in writing its obligation to indemnify the aggregate amount applicable Indemnitee with respect to such contest without regard to the exclusions in Section 9.02(a)(i) through (xi). Any other contest shall be at the control and discretion of the Indemnitee. If Borrower satisfies the conditions imposed on it in this Section 9.02(b) and an Indemnitee nevertheless fails to contest and refuses to permit Borrower to contest under and as and to the extent required by this Section 9.02(b), then Borrower shall not be obligated to indemnify such Indemnitee for such claim (together or for any other claim for which a successful contest is adversely affected in any material respect because of such failure to contest or to permit a contest. In addition, the Indemnitee shall not settle, concede, or compromise any contest without Borrower’s prior written consent unless the Indemnitee forgoes its right to be indemnified for such claim, and any such settlement, concession, or compromise without the prior written consent of Borrower shall constitute a waiver of such Indemnitee’s rights to indemnification hereunder with respect to such claim and any other related claim for which a successful contest is adversely affected in any material respect because of such settlement, concession, or compromise. If the settlement proposal of a claim is acceptable to the Indemnitee but is unacceptable to Borrower, Borrower shall inform such Indemnitee of the amount for which Borrower would be willing to settle such claim and such Indemnitee may accept the settlement proposal; provided, that the amount of all similar or logically related claims that any indemnity payment which Borrower shall be required to pay to such Indemnitee under Section 9.02(a) in respect of such claim shall not exceed the amount for which Borrower would have been or could be raised with willing to settle such claim. Such Indemnitee shall promptly return such portion of any or all amounts (including any “gross up” paid thereon, but excluding the expense of contest), previously advanced by Borrower for the payment of the other Aircraft leased by Taxes which were the Owner Participant subject of the contest, as exceeds the amount to Lessee which Borrower did not withhold its consent. If Borrower notifies such Indemnitee that the settlement proposal is unacceptable to Borrower, the Indemnitee shall treat such notification as Borrower’s request that such Indemnitee contest such claim for Taxes, in which case Borrower’s and such Indemnitee’s rights and obligations with respect to such taxes shall be as provided in this Section 9.02(b) without regard to the settlement proposal. An Indemnitee will not be required to appeal any decision to the United States Supreme Court or raised any similar court in a jurisdiction outside the United States. If any other audit for which Lessee Indemnitee actually obtains a refund (or would have an indemnity obligation actually received such a refund but for offset by matters not indemnifiable by Borrower under this Section 6(b)(iv9.02(a)) is at least $3,000. Notwithstanding the foregoingof all or any part of any Tax paid or reimbursed by Borrower, if any such Indemnitee shall release, waive, compromise promptly pay to Borrower the amount equal to the lesser of (x) the amount of such refund (or settle the amount of such offset) plus any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify interest thereon (less any Taxes imposed on such Indemnitee with respect to such claim interest) received from the relevant taxing authority (or which would have been received with respect to the amount of such an offset) plus the amount of any Tax benefits realized by such Indemnitee as a result of such payment (and all directly related claims net of any net Tax detriment resulting from the receipt of the refund and claims based interest on the outcome of refund (after giving effect to such claim) shall terminate, subject Indemnitee’s obligations to make payments to Borrower under this Section 6(b)(ivsentence)), and subject (y) the sum of (i) such Tax payment by Borrower to Section 6(b)(iii), such Indemnitee shall repay to Lessee plus (ii) any amount previously paid or advanced to interest received by such Indemnitee with respect to such claimrefund or offset plus (iii) any other payment other than the expenses of the contest by Borrower to such Indemnitee theretofore made (and not theretofore repaid to Borrower) pursuant to this Section 9.02(b), plus interest at it being intended that such Indemnitee shall be entitled to a net tax benefit pursuant to this Section 9.02(b) only if Borrower has been reimbursed for any payments by it to such Indemnitee pursuant to this Section 9.02(b); provided, (a) such amount shall not be payable before such time as Borrower shall have made all payments or indemnities then due and owing to such Indemnitee by Borrower pursuant to the rate that would have been payable Basic Documents, (b) no Specified Default shall exist, and (c) the amount of such payment by the relevant taxing authority Indemnitee with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced indemnified by Lessee pursuant Borrower hereunder, together with all payments previously made to this Section 6(b) Borrower by the Indemnitee with respect to such Tax, plus interest at shall not exceed the rate that would have been payable aggregate amount paid by Borrower to the relevant Indemnitee with respect to such Tax pursuant to Section 9.02(a) other than the expenses of the contest. Any subsequent loss or disallowance of such refund (as a result of a redetermination of the claim giving rise to such refund by any taxing authority or as a result of a judicial proceeding with respect to such claim) or tax benefit shall be treated as a Tax subject to indemnification under Section 9.02(a) without regard to the exclusions in Section 9.02(a) and the provisions of this Section 9.02(b). If an Indemnitee receives an award of attorneys’ fees in a contest for which Borrower has paid an allocable portion of the contest expenses, such Indemnitee shall pay to Borrower that portion of the award that is directly related to the issues contested with respect to a refund Tax indemnified under this Section 9.02, taking into account the rules applicable to obtaining such an award and any decision of the court in making such award. Nothing in this Section 9.02 shall require any Indemnitee to contest or permit the contest of a claim which it would otherwise be required to contest pursuant to this Section 9.02 if such Indemnitee waives payment by Borrower of (x) any amount that might otherwise be payable by Borrower under this Section 9.02 by way of indemnity in respect of such Taxclaim, and (y) any other amount that might otherwise be payable by Borrower by way of indemnification in respect of any other claim for which a successful contest is adversely affected in any material respect because of such failure to contest. In such event, such Indemnitee shall reimburse Borrower for all amounts paid by or on behalf of Borrower with respect to such non-contested claim other than the expenses of the contest.

Contests. If a written claim is made by any taxing authority against an Indemnitee or if for any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) for Taxes as Tax with respect to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation required to indemnify hereunder, such Indemnitee shall promptly give Lessee written notice in writing of such claim (provided, however, that the claim. An Indemnitee's failure to 42 provide such notice to Lessee (for reasons other than Lessee's failure to fulfill its obligations to Indemnitee under this Lease) shall not affect diminish Lessee's obligations or such Indemnitee's rights hereunder except to the Owner Participant unless extent that such failure shall materially adversely affect the right precludes Lessee's and such Indemnitee's ability to contest such claim) and shall not take Tax. If Lessee promptly (and, in any action with respect to such claim or Tax without the consent event, within 15 days of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such from the Indemnitee) requests the Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay so, the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees)Lessee's expense, in good faith contest (or, at the Indemnitee's option, require Lessee to contest in Lessee's name, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of any such Taxes Tax. The Indemnitee shall determine in its sole discretion the forum in which the contest of such Tax shall be pursued and whether such contest shall be by (Xi) resisting payment thereof, if lawful and practicable, (Yii) not paying the same except under protest protest, if protest is necessary or advisable and proper proper, or (Ziii) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or and judicial proceedingproceedings. If requested the Indemnitee determines that such contest shall be by the manner described in either of clauses (ii) or (iii) above, Lessee shall advance sufficient funds on an interest-free basis to do so by Lesseethe Indemnitee to make the payment required. If an Indemnitee contests the validity, applicability or amount of any Tax hereunder, Lessee shall have the right to participate in such contest at its own expense, including the right to attend governmental or judicial conferences concerning such claim for Tax and the right to review and advise the Indemnitee as to all material written submissions to any governmental or other authority relating to the Tax for which indemnification is sought. Notwithstanding the foregoing, the Indemnitee shall appeal only be required to contest (and Lessee shall only be permitted to contest) any adverse administrative or judicial decisionTax if (A) independent tax counsel selected by the Indemnitee is of the opinion that there is a reasonable basis for contesting the matter in question; (B) Lessee has acknowledged in writing its liability to indemnify the Indemnitee with respect to the Tax in question; (C) Lessee shall pay (and shall acknowledge in writing Lessee's liability to pay) the Indemnitee on demand for all reasonable costs and expenses incurred by such Indemnitee incurs in connection with contesting such claim (including, except without limitation, all costs, expenses, losses, reasonable legal and accounting fees (including fees associated with the Indemnitee's consultation with independent tax counsel as described herein), disbursements, penalties, interest and additions to tax); (D) the issue shall not be the same as an issue previously contested hereunder and decided adversely unless independent tax counsel selected by the Indemnitee is of the opinion that the applicable law has changed, and (E) the amount of Tax at issue exceeds $25,000. The Indemnitee shall not be required to pursue appeal any appeals judicial decision unless it receives an opinion of independent counsel selected by such Indemnitee to the effect that it is more likely than not that such appeal would be successful. Under no circumstances shall the Indemnitee be required to appeal a decision to or request a hearing by the United States Supreme Court. If and Nothing in this Section 12.5 shall require any Indemnitee to contest, or permit Lessee to contest, a claim with respect to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment imposition of such Indemnitee, adversely affecting such Indemnitee, any Tax if such Indemnitee shall permit Lessee waive its right to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this indemnification under Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee 12.3 with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.

Contests. If a written any claim is shall be made against an any Tax Indemnitee -------- or if any proceeding is shall be commenced against an any Tax Indemnitee (including a written notice of such proceeding) for Taxes any Imposition as to which the Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could may have an indemnity obligation hereunderpursuant to this Section ------- 26.5, or if any Tax Indemnitee shall determine that any Imposition to which ---- the Lessee may have an indemnity obligation pursuant to this Section 26.5 ------------ may be payable, such Tax Indemnitee shall promptly give (and in any event, within 30 days) notify the Lessee notice in writing of such claim (provided, however, provided that the failure to provide such notice so -------- notify the Lessee within 30 days shall not affect Lesseealter such Tax Indemnitee's obligations hereunder rights under this Section 26.5 except to the Owner Participant unless extent such failure shall precludes ------------ or materially adversely affect affects the right ability to conduct a contest such claimof any indemnified Taxes) and shall not take any action with respect to such claim claim, proceeding or Tax Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days following after the receipt of such notice by the Lessee; provided, however, that-------- ------- that in the case of any such claim or proceeding, if such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Tax Indemnitee shall, shall in such notice to the Lessee, so inform the Lessee, and such Tax Indemnitee shall not take no any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so (it being understood that an 10 days after the receipt of such notice by the Lessee unless the Tax Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 3010-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest)period. In addition, such Indemnitee shall (provided that The Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies be entitled for a period of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its from receipt of such noticenotice from the Tax Indemnitee (or such shorter period as the Tax Indemnitee has notified the Lessee is required by law or regulation for the Tax Indemnitee to commence such contest), to request in writing that such Tax Indemnitee shallcontest the imposition of such Tax, at the expense Lessee's expense. If (x) such contest can be pursued in the name of the Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount independently from any other proceeding involving a Tax liability of such Taxes by (X) resisting payment thereofTax Indemnitee for which the Lessee has not agreed to indemnify such Tax Indemnitee, (Yy) such contest must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee has not paying the same except under protest if protest is necessary and proper agreed to indemnify such Tax Indemnitee or (Zz) if the payment is madeTax Indemnitee so requests, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, then the Indemnitee Lessee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee permitted to control the conduct contest of any such proceeding and shall provide to Lessee such information or data claim, provided that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemniteedescribed in clause (y), such if -------- ---------- the Tax Indemnitee shall consult with Lessee determines in good faith regarding that such contest by the manner Lessee could have a material adverse impact on the business or operations of contesting the Tax Indemnitee and provides a written explanation to the Lessee of such determination, the Tax Indemnitee may elect to control or reassert control of the contest, and provided, that by taking control of the contest, Lessee -------- acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and provided, further, that -------- ------- in determining the application of clauses (x) and (y) of the preceding ----------- --- sentence, each Tax Indemnitee shall take any and all reasonable steps to segregate claims for any Taxes for which the Lessee indemnifies hereunder from Taxes for which the Lessee is not obligated to indemnify hereunder, so that the Lessee can control the contest of the former. In all other claims requested to be contested by the Lessee, the Tax Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or the Tax Indemnitee required to contest) any claim, (A) if such Tax Indemnitee provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien or Lessor Lien) on the Property or any part of any thereof unless the Lessee shall have posted and maintained a bond or other security reasonably satisfactory to the relevant Tax Indemnitee in respect to such risk, (B) if an Event of Default has occurred and is continuing unless the Lessee shall have posted and maintained a bond or other security reasonably satisfactory to the relevant Tax Indemnitee in respect of the Taxes subject to such claim and shall keep any and all expenses for which the Lessee is responsible hereunder reasonably informed regarding foreseeable in connection with the progress contest of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) claim, (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contestC) unless (A) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on within ten (10) Business Days after demand all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall may incur in connection with contesting such claimImposition including all reasonable legal, accounting and investigatory fees and disbursements, or (BD) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement of such contest on contest, unless the Lessee shall provide to the Tax Indemnitee an interest-free basis and advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax cost costs to such Tax Indemnitee). In addition for Tax Indemnitee (controlled contests and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that claims contested in the action to be taken will not result in any material risk of forfeiture, sale or loss name of the Aircraft Tax Indemnitee in a public forum, no contest shall be required: (A) unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit involving such Tax Indemnitee for which the Lessee would have may be liable to pay an indemnity obligation under this Section 6(b)(iv------- 26.5(b)) is at least exceeds $3,000. Notwithstanding the foregoing500,000 and (B) unless, if any requested by the Tax ------- Indemnitee, the Lessee shall have provided to the Tax Indemnitee shall release, waive, compromise or settle any claim an opinion of counsel selected by the Lessee (which may be indemnifiable in-house counsel) (except, in the case of income taxes indemnified hereunder which shall be an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim. In no event shall a Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgement, provided, however, that if the Tax Indemnitee is the controlling party and -------- ------- the Lessee pursuant to this Section 6(b) without recommends the written permission acceptance of Lessee, Lessee's obligation a settlement offer made by the relevant Governmental Authority and such Tax Indemnitee rejects such settlement offer then the amount for which the Lessee will be required to indemnify such Tax Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim (or the contest thereof. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and all directly related claims and claims based on documents reasonably requested by the outcome of such claim) shall terminateLessee as are necessary or advisable for the Lessee to participate in any action, subject suit or proceeding to the extent permitted by this Section 6(b)(iv26.5(b), and subject to Section 6(b)(iii), such . No Tax --------------- Indemnitee shall repay enter into any settlement or other compromise or fail to Lessee any amount previously paid or advanced to such Indemnitee appeal an adverse ruling with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority any claim which is entitled to be indemnified under this Section 26.5 (and with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be which contest is ------------ required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b26.5(b), with respect to such Tax (and any directly related claim and any claim ) without the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.prior ---------------

Contests. If a written any claim is shall be made against an any Indemnitee or if any proceeding is shall be commenced against an any Indemnitee (including a written notice of such proceeding) for Taxes any Imposition as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could reasonably may have an indemnity obligation hereunderpursuant to this Section 11.2, or if any Indemnitee reasonably shall determine that any Imposition for which Lessee may have an indemnity obligation pursuant to this Section 11.2 may be payable, such Indemnitee shall promptly give (and in any event, within 30 days) notify Lessee notice in writing of such claim (provided, however, provided that the failure to provide such notice so notify Lessee within 30 days shall not affect Lessee's obligations alter such Indemnitee’s rights under this Section 11.2, except to the extent such failure precludes or materially adversely affects the ability to conduct a contest of any indemnified Imposition, in which case Lessee shall have no indemnification obligation hereunder to the Owner Participant unless extent such failure shall precludes or materially adversely affect the right affects their ability to contest such claimconduct a contest) and shall not take any action with respect to such claim claim, proceeding or Tax Imposition without the written consent of Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days following after the receipt of such notice by Lessee; provided, however, thatthat in the case of any such claim or proceeding, if such Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnitee shall, shall in such notice to Lessee, so inform Lessee, and such Indemnitee shall not take no any action with respect to such claim, proceeding or Imposition without the consent of Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so (it being understood that an 10 days after the receipt of such notice by Lessee, unless the Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 3010-day period. Lessee shall be entitled for a period if of 30 days from receipt of such notice from the Indemnitee (A)(Ior such shorter period as the Indemnitee has notified Lessee is required by law or regulation for the Indemnitee to commence such contest), to request in writing that such Indemnitee contest in good faith of such Imposition, at Lessee’s expense. If (x) such contest can be pursued in the name of Lessee and independently from any other proceeding involving an Imposition for which Lessee has not agreed to indemnify such Indemnitee, (y) such contest must be pursued in the name of the Indemnitee, but can be pursued independently from any other proceeding involving an Imposition for which Lessee has not agreed to indemnify such Indemnitee or (z) the failure Indemnitee so requests, then Lessee shall be permitted to so pay control the Tax would result contest of such claim, provided that in substantial penalties the case of a contest described in any of clause (unless immediately reimbursed by Lesseex), (y) and the act of paying the Tax would not prejudice the right to contest or (IIz) if the failure Indemnitee determines in good faith that such contest by Lessee reasonably could have a material adverse impact on the business or operations of the Indemnitee and provides a written explanation to so pay would result in criminal penalties and (B) Lessee of such determination, the Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial may elect to the pursuit control or reassert control of the contest, and provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and; provided, further, that in determining the application of clauses (x) and (y). In addition, such each Indemnitee shall (provided that Lessee shall have agreed take any and all reasonable steps to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of segregate claims for any requests Impositions for information from any taxing authority relating to such Taxes with respect to which Lessee may be required indemnifies hereunder from Impositions for which Lessee is not obligated to indemnify hereunder, so that Lessee can control the contest of the former. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including In all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If other claims requested to do so be contested by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that control the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment contest of such Indemniteeclaim, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee acting through counsel reasonably acceptable to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contestLessee. In the case of a any contest controlled by an Indemnitee, the Indemnitee shall conduct such contest in good faith. In no event shall Lessee be permitted to contest (or the Indemnitee required to contest) any claim (A) if such Indemnitee provides Lessee with a legal opinion of independent counsel that such action, suit or proceeding involves a material risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Item or Items of Equipment or any part thereof or any other Lessee Collateral unless Lessee shall consult with have posted and maintained a bond or other security reasonably satisfactory to the relevant Indemnitee in respect to such risk, (B) if a Lease Event of Default has occurred and is continuing, unless Lessee shall have posted and maintained a bond or other security reasonably satisfactory to the relevant Indemnitee in good faith regarding respect of the manner of contesting Impositions subject to such claim and shall keep any and all expenses for which Lessee is responsible hereunder reasonably informed regarding foreseeable in connection with the progress contest of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) claim, (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contestC) unless (A) Lessee shall have agreed to pay and shall pay to such Indemnitee on demand all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees expenses that such Indemnitee shall may incur in connection with contesting such claimImposition, including all reasonable legal, accounting and investigatory fees and disbursements, or (BD) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Impositions prior to the commencement of such contest on contest, unless Lessee shall provide to the Indemnitee an interest-free basis and advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax cost costs (including Taxes) to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee). In addition, for Indemnitee-controlled contests and claims contested in the name of the Indemnitee in a public forum, no contest shall be required: (DA) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit involving such Indemnitee for which Lessee would have may be liable to pay an indemnity obligation under this Section 6(b)(iv)11.2) is at least exceeds $3,000. Notwithstanding the foregoing75,000 and (B) unless, if any requested by the Indemnitee, the Lessee shall have provided to the Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable an opinion of counsel selected by Lessee pursuant that a reasonable basis exists to this Section 6(bcontest such claim. In no event shall an Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Impositions (or claim for refund) but the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgment; provided, however, that if the Indemnitee is the controlling party, no settlement offer with respect to such claims shall be made or accepted by the Indemnitee without the written permission prior consent of Lesseethe Lessee (which consent shall not unreasonably be withheld); provided further, Lessee's obligation that if the Indemnitee is the controlling party and Lessee recommends the acceptance of a settlement offer made by the relevant Governmental Agency and such Indemnitee rejects such settlement offer then the amount for which Lessee will be required to indemnify such Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agent or taxing authority to the controlling party thereof, in connection with such claim (or the contest thereof. Each Indemnitee shall supply Lessee with such information and all directly related claims and claims based on documents reasonably requested by Lessee as is necessary or advisable for Lessee to participate in any action, suit or proceeding to the outcome of such claim) shall terminate, subject to extent permitted by this Section 6(b)(iv11.2(b), and subject Lessee shall promptly reimburse such Indemnitee for the reasonable out-of-pocket expenses of supplying such information and documents. No Indemnitee shall enter into any settlement or other compromise or fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 6(b)(iii11.2 (and with respect to which contest is required under this Section 11.2(b)) without the prior written consent of Lessee (such consent not to be unreasonably withheld), unless such Indemnitee shall repay waives its right to Lessee any amount previously paid or advanced to such Indemnitee be indemnified under this Section 11.2 with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b)herein to the contrary, an Indemnitee will not be required to contest the imposition of any Tax (and Lessee shall not be permitted to settle or compromise contest) a claim with respect to any claim without Lessee's consent Imposition if (i) such Indemnitee (A) shall waive its right to indemnity indemnification under this Section 6(b), 11.2 with respect to such Tax claim (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Taxyear or any other taxable year, plus interest at the rate that would have contest of which is materially adversely affected as a result of such waiver) or (ii) such Imposition is the sole result of a claim of a continuing and consistent nature, which claim has previously been payable by resolved against the relevant taxing authority with respect Indemnitee (unless a change in law or facts has occurred since such prior adverse resolution and Lessee provides an opinion of independent tax counsel to the effect that it is more likely than not that such change in law or facts will result in a refund favorable resolution of such Taxthe claim at issue).

Contests. (a) If any Taxing Authority asserts a written claim is made against an Indemnitee or if Tax Claim in respect of any proceeding is commenced against an Indemnitee (including a written QNX Entity, then the party hereto first receiving notice of such proceedingTax Claim promptly shall provide written notice thereof to the other party or parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that In the case of a Tax is due for which Lessee could Proceeding involving a QNX Entity in respect of any taxable period that ends on or before the Closing Date Parent shall have an indemnity obligation hereunderthe right to control, at its own expense, such Indemnitee shall promptly give Lessee notice in writing of such claim (Tax Proceeding; provided, however, that with respect to any Tax Proceeding in respect solely of a QNX Entity, which Tax Proceeding would reasonably be expected to have an adverse effect on the failure Buyers or any of their Affiliates (including the relevant QNX Entity) (i) Parent shall consult with Buyers before taking any significant action in connection with such Tax Proceeding, (ii) the Buyers shall be entitled to provide participate in such notice Tax Proceeding at Buyer’s expense (along with counsel and other advisors of their choice) and (iii) Parent shall not affect Lessee's obligations hereunder settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of the Buyers (which consent shall not be unreasonably withheld or delayed), to the Owner Participant unless extent such failure settlement or compromise would reasonably be expected to result in an adverse effect on the Buyers that is material, provided that if such consent is withheld by Buyers, control of such Tax Proceeding shall materially adversely affect be assumed by Buyers at their own expense and Parent’s liability for any Taxes (including Parent Taxes) resulting from such Tax Proceeding shall not exceed the amount that would have been due under such settlement or compromise (Parent’s liability for Taxes in excess of the amount that would so have been due, “Excess Taxes”) (and, notwithstanding any other provision, Buyer shall indemnify Parent against any such Excess Taxes, to the extent any such Taxes are due or payable to any Tax Authority by Parent or any of its subsidiaries or Affiliates (other than any QNX Entity)). (c) In the case of a Tax Proceeding for a Straddle Period of a QNX Entity, the Buyers shall have the right to contest control, at their own expense, such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by LesseeProceeding; provided, however, thatthat (i) the Buyers shall consult with Parent before taking any significant action in connection with such Tax Proceeding, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee ii) Parent shall be entitled to pay participate in such Tax Proceeding (along with counsel and other advisors of its choice), (iii) Buyers shall take all actions in connection with such Tax Proceeding that relate to a Pre-Closing Period no differently than any action in connection with such Tax Proceeding that relates to a Post-Closing Period, and in all cases shall treat any such Tax Proceeding as if any and all liability for Taxes resulting therefrom were the responsibility of Buyers and (iv) the Buyers shall not settle, compromise or abandon any such Tax claimed and ▇▇▇ for a refund Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, to the end of extent that such 30-day period if (A)(I) the failure to so pay the Tax settlement or compromise would result in substantial penalties an indemnification payment by Parent for any Parent Taxes or otherwise reasonably be expected to result in an adverse effect on Parent, provided that if such consent is withheld by Parent and Buyers have complied with all their covenants hereunder in relation to such Tax Proceeding, then, notwithstanding any other provision of this Agreement, Parent’s liability for Taxes pursuant to Section 6.2(a) shall include and Parent shall indemnify the Buyers and each of their subsidiaries and Affiliates (unless immediately reimbursed by Lesseeincluding the QNX Entities) and hold them harmless from and against the act amount of paying the Taxes resulting from such Tax would not prejudice the right to contest or (II) the failure to so pay would result Proceeding that are in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit excess of the contest). In addition, amount that would have been due under such Indemnitee shall settlement or compromise. (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claimd) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an IndemniteeTax Proceeding involving a QNX Entity (other than any Tax Proceeding described in Sections 6.5(b) or 6.5(c)) Buyers shall have the right to control, at their own expense, such Indemnitee Tax Proceeding, Parent shall not have any right to participate in any such Tax Proceeding and Section 6.5(a) shall not apply to such a Tax Claim; provided, however, that if such Tax Proceeding would reasonably be expected to have an adverse effect on Parent or any of its Affiliates, and only at such time when it becomes readily apparent that such Tax Proceedings would be expected to have such an effect (the “Contest Relevant Time”), (i) the Buyer shall consult with Lessee Parent before taking any significant action in good faith regarding connection with such Tax Proceeding, (ii) Parent shall be entitled to participate in such Tax Proceeding (along with counsel and other advisors of its choice), and (iii) from and after the manner of contesting such claim and shall keep Lessee reasonably informed regarding Contest Relevant Time, the progress of such contest. An Indemnitee Buyers shall not fail to take settle, compromise or abandon any action expressly required by this Section 6(b)(iv) (including, such Tax Proceeding without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without obtaining the prior written consent of Lessee Parent (except as contemplated by this Section 6(b)(ivwhich consent shall not be unreasonably withheld, conditioned or delayed)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunderthat such settlement or compromise would result in an indemnification payment by Parent for any Parent Taxes or otherwise reasonably be expected to result in an adverse effect on Parent that is material. (e) interestNotwithstanding any other provision, penalties Parent shall have the exclusive right to control in all respects, including as to settlement, any Tax Proceeding relating to any Combined Tax Return, the Buyers shall not have any right to participate in any such Tax Proceeding and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost Section 6.5(a) shall not apply to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the a Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such TaxClaim.

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify hereunder. If requested by against hereunder or if a Tax Indemnitee shall determine that any tax to which the Lessee may have an indemnity obligation hereunder may be payable (a "Tax Claim"), then such Tax Indemnitee shall give the Lessee written notice of such Tax Claim promptly (but in writing any event within 30 twenty (20) days after its receipt of the written Tax Claim or its determination, as applicable), and shall furnish Lessee with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim (but failure to so notify the Lessee shall not relieve the Lessee of its obligations hereunder except to the extent that it effectively precludes the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee shall not pay such Tax Claim until at least thirty (30) days after providing the Lessee with such written notice, such unless (a) the Tax Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested required to do so by Lesseelaw or regulation or the failure to pay such Tax Claim could result in a material adverse financial, legal or other consequence to the Tax Indemnitee and (b) in the written notice described above, the Tax Indemnitee has notified the Lessee of such requirement or such material adverse consequence (such notice however shall not require the disclosure of the Tax Indemnitee's confidential information, as determined in the sole discretion of such Tax Indemnitee, or the Tax Indemnitee's tax returns, books, or records). If the Lessee shall so request within 30 days after receipt of such notice (or such shorter period as is reasonably specified by the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 days), then such Tax Indemnitee shall appeal any adverse administrative in good faith at Lessee's sole expense contest such Tax or judicial decisionpermit the Lessee to contest such Tax, except that the as such Tax Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and elect; provided, however, that to the extent (i) the contest involves only Taxes constituting property taxes, sales taxes, or use taxes, (ii) the contest does not involve any taxes that the Lessee is not required to indemnify the Tax Indemnitee is able to separate the contested issue or issues from taxes and other issues arising in the same administrative or judicial proceeding relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Documents withoutAgreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim of a Tax Indemnitee for which Lessee has not agreed in writing to indemnify such Tax Indemnitee, and (iv) no Equity Insufficiency Circumstance exists, such contest shall be undertaken by the Lessee at the Lessee's sole expense and the after-tax costs of the Lessor, the Owner Participant, or other Tax Indemnitee shall be reimbursed by the Lessee. Notwithstanding the preceding sentence, if (a) such contest would involve any other type of Tax, any taxes that the Lessee is not required to indemnify the Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (b) the Tax Indemnitee determines that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's business or operations or involve risk of the imposition of criminal liability on a Tax Indemnitee, or (c) an Equity Insufficiency Circumstance exists, then such Tax Indemnitee may, in its sole discretion, control such contest (including selecting the forum for such contest, and determining whether any such contest shall be conducted by (i) paying such Tax under protest or (ii) resisting payment of such Tax or (iii) paying such Tax and seeking a refund thereof; provided, however, that at such Tax Indemnitee's option, such contest shall be conducted by the Lessee in the name of such Tax Indemnitee). In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest any Tax for which the Lessee is obligated to indemnify pursuant to this Section 7.1 unless: (i) the Lessee shall have acknowledged in writing (x) that it is solely responsible for any Indemnified Tax resulting from any contest under its control, (y) its liability to such Tax Indemnitee for all reasonable out of pocket costs, losses and expenses that the Tax Indemnitees may incur in connection with contesting the Indemnified Tax (including, but not limited to, any reasonable legal, accounting and investigatory fees and disbursements), and (z) its liability for an indemnity payment pursuant to this Section 7.1 as a result of such claim if and to the extent such Tax Indemnitee or the Lessee, as the case may be, shall not prevail in the contest of such claim; provided, however, that the Lessee shall not be required to indemnify for such Taxes to the extent the results of the contest clearly demonstrate that the Tax is not an Indemnified Tax unless the Lessee's conduct of the contest materially prejudiced the Tax Indemnitee; (ii) such Tax Indemnitee shall have received the opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee and furnished at the Lessee's sole expense, opining that a reasonable basis exists for contesting such claim or, in the good faith judgment event of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination court or administrative agency decision, that as a result of a change in law or fact it is more likely than not that an appellate court or an administrative agency or decision making body with respect to any claimappellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable out-of-pocket costs and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall may incur in connection with contesting such claimclaim (including, without limitation, all reasonable legal and accounting fees and disbursements); (Biv) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) of the Lease or a Lease Event of Default shall have occurred and shall have been continuing, unless the Tax Indemnitee in its sole discretion exercised in good faith allows the Lessee to post a satisfactory bond or other security that does not involve a possibility of a Lien on the Equipment or any portion thereof or on any interest therein, and which bond or other security will be for an amount equal to the sum of (I) the costs of such contest (as reasonably estimated by such Tax Indemnitee in good faith) and the Taxes which may be required to be indemnified and (II) if such contest shall involve Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the payment unpaid amount of such obligation, plus the present value of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost amounts not yet due pursuant to such Indemnitee obligation; (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (Cv) such Tax Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeituresale, sale forfeiture or loss of, or the creation of any Lien, or the Aircraft (unless Lessee shall have or otherwise made provisions a provision to protect the interests interest of any such IndemniteeTax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (Dvi) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of such claims alone, or, if the subject matter thereof shall be of a continuing or recurring nature, when aggregated with substantially identical potential claims with respect to the transactions contemplated by the Operative Agreements shall be at least $25,000; (vii) if such contest shall be conducted in a manner requiring the payment or deposit of the claim, the Lessee shall have paid the amount required (and at no after-tax costs to the Lessor, the Owner Participant or other Tax Indemnitee); and (viii) there is no risk of imposition of criminal liability or penalties. The Lessee shall cooperate with the Tax being contested, plus any interest and penalties and an amount estimated Indemnitee in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (any contest controlled and all directly related claims conducted by the Tax Indemnitee and claims based on the outcome Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such contest. A Tax Indemnitee shall repay not be required to Lessee any amount previously paid pursue an appeal to the U.S. Supreme Court or advanced to such the highest court in Canada or Mexico. The Tax Indemnitee shall cooperate with respect to any contest controlled and conducted by the Lessee and the Lessee shall consult with the Tax Indemnitee regarding the conduct of such claimcontest. Notwithstanding anything to the contrary contained in this Section 7.1, plus interest no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing or recurring nature and shall have previously been adversely decided to the Tax Indemnitee pursuant to the contest provisions of this Section 7.1 unless there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings (excluding private letter rulings and other rulings or materials that may not be relied upon by such Tax Indemnitee as precedent) or court decisions in the applicable jurisdiction) enacted, promulgated or effective after such claim shall have been so previously decided, and such Tax Indemnitee shall have received an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee, furnished at the rate Lessee's sole expense, to the effect that would have been payable by such change is favorable to the relevant taxing authority with respect to position which such Tax Indemnitee or the Lessee, as the case may be, had asserted in such previous contest and as a refund result of such Taxchange, it is more likely than not that the Tax Indemnitee will prevail or, in the event of an appeal of an adverse court or administrative agency decision, that it is more likely than not that an appellate court or an administrative agency tribunal or decision making body with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination. Notwithstanding anything contained in this Section 6(b)7.1, an a Tax Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without the Lessee's consent if such Tax Indemnitee (A) shall waive its right to indemnity under this Section 6(b), 7.1 with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to the Lessee any amount previously paid or advanced by the Lessee pursuant to this Section 6(b) 7.1 with respect to such TaxTax Claim, plus interest at less any reasonable costs and expenses of the rate that would have been payable by the relevant taxing authority with Tax Indemnitee prior to such payment in respect to a refund of such TaxTax Claim.

Contests. If Whenever any Governmental Authority asserts a written claim is made against claim, makes an Indemnitee assessment or otherwise disputes the amount of Taxes for which Sellers are or may be liable under this Agreement, Purchaser shall, if any proceeding is commenced against an Indemnitee (including a written notice informed of such proceeding) an assertion, inform the relevant Seller within ten business days, and the relevant Seller shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for Taxes as to which Lessee could such Seller may be liable for payment under this Agreement, except that Purchaser shall have the right to consent, which consent will not be unreasonably withheld or indemnity hereunderdelayed, to any settlement to the extent such proceedings or if an Indemnitee makes a determination that a Tax is due settlement materially affect the amount of Taxes for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (provided, however, that the failure Purchaser may be liable under this Agreement. If Purchaser fails to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless and such failure shall materially adversely affect prejudice a Seller's ability to defend such assessment, then the Seller's indemnification obligations shall be null and void with regard to such assessment. Whenever any Taxing Authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement Seller shall if informed of such an assertion, inform Purchaser within 10 business days, and, in any case, Purchaser shall have the right to contest control any resulting proceedings and to determine whether and when to settle any such claim) and , assessment or dispute, except that Sellers shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice have the right to contest consent, which consent shall not be unreasonably withheld or (II) the failure delayed, to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than any settlement to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, settlement affects the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit Taxes for which Lessee would have an indemnity obligation Sellers are or may be liable under this Section 6(b)(iv)) is at least $3,000Agreement. Notwithstanding If Seller fails to provide such notice and such failure materially prejudices Purchaser's ability to defend such assessment, then the foregoing, if any Indemnitee Purchasers indemnification obligation shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee null and void with respect regard to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxassessment.

Contests. If a written claim is made against an Indemnitee or if (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of any proceeding is commenced against an Indemnitee (including a written notice of such proceedingthe commencement of any Action or proposed assessment or Claim made against, or with respect to, the Purchaser, its Affiliates or the Company or any Subsidiary which (i) for Taxes as relates to which Lessee a Pre-Closing Period or a Straddle Period of the Company or any Subsidiary or (ii) if determined adversely to the taxpayer, could be liable grounds for payment or indemnity hereunder, or if an Indemnitee makes indemnification under this Article VII (a determination that a “Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (Action”); provided, however, that the failure to provide give such notice shall will not affect Lessee's obligations hereunder the Purchaser’s right to indemnification under this Article VII except to the Owner Participant unless extent that such failure shall materially adversely affect prejudices the right Seller. (b) In the case of a Tax Action (other than a Tax Action that relates to contest such claim) and shall not take any action a Straddle Period with respect to such claim or Tax without a Stand-Alone Return), the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, Seller (and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(Iits authorized representatives) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shallright, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees)its expense, in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of the Tax Action; the Purchaser (and its authorized representatives) may also, at its expense, participate in, but not control, any such proceeding and shall provide to Lessee such information or data Tax Action that is solely related to a Stand-Alone Return and, if the Seller does not assume the defense of a Tax Action, the Purchaser (or its authorized representative) may defend the same in such Indemnitee's control or possession that is reasonably necessary to conduct such contestmanner as it may deem appropriate. In the case of a contest controlled by an IndemniteeTax Action that relates to a Straddle Period with respect to a Stand-Alone Return, the Purchaser (and its authorized representatives) shall have the right, at its expense, to control the Tax Action; the Seller (and its authorized representatives) may also, at its expense, participate in, but not control, any such Indemnitee shall consult with Lessee Tax Action and, if the Purchaser (or its authorized representative) does not assume the defense of any such Tax Action, the Seller (and its authorized representatives) may defend the same in good faith regarding such manner as it may deem appropriate. (c) Notwithstanding anything to the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by contrary in this Section 6(b)(iv) (including7.04, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) taxable period that begins before the Closing Date, neither the Purchaser nor the Seller shall enter into any compromise or agree to settle any Tax Action which would adversely affect the other party for such taxable period or compromise any claim a subsequent taxable period without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv))the other party, which consent may not be unreasonably withheld, conditioned or delayed. Notwithstanding The Purchaser and the foregoingSeller agree to cooperate, and the Purchaser agrees to cause the Company and the Subsidiaries to cooperate, in no event shall an Indemnitee be required to pursue any contest (the defense against or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such TaxAction.

Contests. If a written claim is made against an Indemnitee In the event Purchaser or if any proceeding is commenced against an Indemnitee (including a Sellers receives written notice of such any examination, claim, settlement, proposed adjustment, administrative or judicial proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a other matter ("Tax is due for which Lessee could have an indemnity obligation hereunderClaim") related to any Pre-Closing Taxes, such Indemnitee Transfer Taxes or Overlap Period Taxes, Purchaser or Sellers, as the case may be, shall promptly give Lessee notice notify the other Parties in writing of such claim as soon as reasonably practical (provided, however, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claimbut in no event more than ten (10) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the Business Days) after receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end notice. If Sellers notify Purchaser in writing within thirty (30) Business Days following receipt of such 30-day periodwritten notice they intend to exercise their rights pursuant to this Section 8.7, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee they shall be entitled to pay control the defense, prosecution, settlement or compromise of such Tax claimed Claim, at their own expense. Purchaser shall take such action in contesting such Tax Claim as Sellers shall reasonably request from time to time, including the selection of counsel and ▇▇▇ experts and execution of powers of attorney. Purchaser shall (a) not make any payments of such Tax Claim for a refund prior at least thirty (30) days (or such shorter period as may be required by applicable Law) after giving the notice required by this Section 8.7, (b) give the Sellers any information requested relating to such Tax Claim, (c) give any Tax Authority any information requested by Sellers relating to such Tax Claim, and (d) otherwise cooperate with and make internal resources available to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result Sellers in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary good faith in order to effectively contest the claim) furnish Lessee with copies of any requests such Tax Claim. Sellers shall reimburse Purchaser for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such noticereasonable, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs pre-approved by Sellers and demonstrated to Sellers' reasonable attorney and accountants fees), satisfaction that are incurred by Purchaser in good faith providing such assistance. Purchaser shall not settle or otherwise compromise any such Tax Claim with any Taxing Authority or prosecute such contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability a determination in court or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper other tribunal or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested initial or appellate jurisdiction unless instructed to do so by Lessee, the Indemnitee shall appeal Sellers. Any of the Sellers may settle or otherwise compromise any adverse administrative or judicial decisionsuch Tax Claim without Purchaser's prior written consent, except that if as a result of such settlement or compromise the Indemnitee Taxes payable by Purchaser would be materially increased, none of Sellers may settle or compromise such matter without Purchaser's prior written consent, which consent shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contestunreasonably withheld. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult connection with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination proceeding taken with respect to any claimsuch matters, (i) or settle or compromise any claim without the prior written consent Sellers shall keep Purchaser informed of Lessee all material developments and events relating to such matters if involving a material liability for Taxes and (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contestii) unless (A) Lessee Purchaser shall have agreed the right, at its sole expense, to pay participate in any such Indemnitee proceedings. Purchaser shall cooperate with Sellers by giving them and their representatives, on demand prior reasonable notice, reasonable access and cooperation during normal business hours to all reasonable information, books and records pertaining to Transfer Taxes, Pre-Closing Taxes and Overlap Period Taxes. Sellers shall reimburse Purchaser for any reasonable, out-of-pocket costs pre-approved by Sellers and demonstrated to Sellers' reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto satisfaction that are required to be paid prior to the commencement of incurred by Purchaser in providing such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxassistance.

Contests. If a written any claim is shall be made against an any Tax Indemnitee or if any proceeding is shall be commenced against an any Tax Indemnitee (including a written notice of such proceeding) for Taxes any Imposition as to which the Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could may have an indemnity obligation hereunderpursuant to this Section 13.4, or if any Tax Indemnitee shall determine that any Imposition for which the Lessee may have an indemnity obligation pursuant to this Section 13.4 may be payable, such Tax Indemnitee shall promptly give (and in any event, within twenty (20) days) notify the Lessee notice in writing of such claim (provided, however, provided that the failure to provide such notice so notify the Lessee within twenty (20) days shall not affect Lessee's obligations hereunder alter such Tax Indemnitee’s rights under this Section 13.4, except to the Owner Participant unless extent such failure shall precludes or materially adversely affect affects the right ability to conduct a contest such claimof any indemnified Taxes) and shall not take any action with respect to such claim claim, proceeding or Tax Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 thirty (30) days following after the receipt of such notice by the Lessee; provided, however, thatthat in the case of any such claim or proceeding, if such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such thirty (30-) day period, such Tax Indemnitee shall, shall in such notice to the Lessee, so inform the Lessee, and such Tax Indemnitee shall not take no any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so ten (it being understood that an 10) days after the receipt of such notice by the Lessee, unless the Tax Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 30-ten (10) day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest)period. In addition, such Indemnitee shall (provided that The Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claimbe entitled for a period of thirty (30) furnish Lessee with copies of any requests for information days from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such noticenotice from the Tax Indemnitee (or such shorter period as the Tax Indemnitee has notified the Lessee is required by law or regulation for the Tax Indemnitee to commence such contest), to request in writing that such Tax Indemnitee shallcontest the imposition of such Tax, at the expense Lessee’s expense. If (x) such contest can be pursued in the name of the Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount independently from any other proceeding involving a Tax liability of such Taxes by (X) resisting payment thereofTax Indemnitee for which the Lessee has not agreed to indemnify such Tax Indemnitee, (Yy) such contest must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee has not paying the same except under protest if protest is necessary and proper agreed to indemnify such Tax Indemnitee or (Zz) if the payment is madeTax Indemnitee so requests, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, then the Indemnitee Lessee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee permitted to control the conduct contest of any such proceeding and shall provide to Lessee such information or data claim; provided that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemniteedescribed in any of clause (x), such (y) or (z), if the Tax Indemnitee shall consult with Lessee determines in good faith regarding that such contest by the manner Lessee could have a material adverse impact on the business or operations of contesting the Tax Indemnitee and provides a written explanation to the Lessee of such determination, the Tax Indemnitee may elect to control or reassert control of the contest, and provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and provided, further, that in determining the application of clauses (x) and (y) of the preceding sentence, each Tax Indemnitee shall take any and all reasonable steps to segregate claims for any Taxes for which the Lessee indemnifies hereunder from Taxes for which the Lessee is not obligated to indemnify hereunder, so that the Lessee can control the contest of the former. In all other claims requested to be contested by the Lessee, the Tax Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or the Tax Indemnitee required to contest) any claim, (A) if such Tax Indemnitee provides the Lessee with a legal opinion of independent counsel that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Leased Property or any part of any thereof unless the Lessee shall have posted and maintained a bond or other security reasonably satisfactory to the relevant Tax Indemnitee in respect to such risk, (B) if an Event of Default has occurred and is continuing, unless the Lessee shall have posted and maintained a bond or other security reasonably satisfactory to the relevant Tax Indemnitee in respect of the Taxes subject to such claim and shall keep any and all expenses for which the Lessee is responsible hereunder reasonably informed regarding foreseeable in connection with the progress contest of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) claim, (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contestC) unless (A) the Lessee shall have agreed to pay and shall pay to such Tax Indemnitee on demand all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall may incur in connection with contesting such claimImposition, including all reasonable legal, accounting and investigatory fees and disbursements as well as the Impositions which are the subject of such claim to the extent the contest is unsuccessful, or (BD) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement of such contest on contest, unless the Lessee shall provide to the Tax Indemnitee an interest-free basis and advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax cost costs (including Taxes) to such Tax Indemnitee). In addition for Tax Indemnitee (controlled contests and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that claims contested in the action to be taken will not result in any material risk of forfeiture, sale or loss name of the Aircraft Tax Indemnitee in a public forum, no contest shall be required: (A) unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit involving such Tax Indemnitee for which the Lessee would have may be liable to pay an indemnity obligation under this Section 6(b)(iv13.4(b)) is at least exceeds $3,000. Notwithstanding the foregoing50,000 and (B) unless, if requested by the Tax Indemnitee, the Lessee shall have provided to the Tax Indemnitee an opinion of counsel selected by the Lessee (which may be in-house counsel, except, in the case of income taxes indemnified hereunder, which opinion shall be that of independent tax counsel selected by the Tax Indemnitee and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim. In no event shall a Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgment; provided, however, that if the Tax Indemnitee is the controlling party and the Lessee recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Tax Indemnitee rejects such settlement offer then the amount for which the Lessee will be required to indemnify such Tax Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the non-controlling party reasonably informed as to the progress of the contest, and shall provide the non-controlling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Tax Indemnitee shall releasesupply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, waivesuit or proceeding to the extent permitted by this Section 13.4(b), and the Lessee shall promptly reimburse such Indemnitee for the reasonable out-of-pocket expenses of supplying such information and documents. Except during the occurrence of an Event of Default where Lessee and/or the Guarantors shall have failed to provide indemnity and, if requested by a Tax Indemnitee, collateral security, both in form, substance and in such amounts reasonably satisfactory to each Tax Indemnitee, no Tax Indemnitee shall enter into any settlement or other compromise or settle fail to appeal an adverse ruling with respect to any claim which may is entitled to be indemnifiable by Lessee pursuant to indemnified under this Section 6(b13.4 (and with respect to which contest is required under this Section 13.4(b)) without the prior written permission consent of the Lessee, Lessee's obligation unless such Tax Indemnitee waives its right to indemnify be indemnified under this Section 13.4 with respect to such claim. Notwithstanding anything contained herein to the contrary, a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if (i) such Tax Indemnitee shall waive its right to indemnification under this Section 13.4 with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee claim with respect to such claimyear or any other taxable year, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome materially adversely affected as a result of such claimwaiver) or (ii) such Tax is the sole result of a claim of a continuing and (B) shall pay to Lessee any amount consistent nature, which claim has previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by resolved against the relevant taxing authority with respect Tax Indemnitee (unless a change in law or facts has occurred since such prior adverse resolution and Lessee provides an opinion of independent tax counsel to the effect it is more likely than not that such change in law or facts will result in a refund favorable resolution of such Taxthe claim at issue).

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceedinga) for Taxes as to which Lessee could be liable for payment or indemnity hereunderAfter the Closing Date, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee the Acquirors shall promptly give Lessee notice notify THCI in writing of the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Acquirors or any of their respective Affiliates which, if determined adversely to the taxpayer or after the lapse of time, would be grounds for indemnification under Section 7.06. Such notice shall contain factual information (to the extent known to the Acquirors or the relevant Affiliate) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such claim (provided, however, that asserted Tax liability. If the Acquirors fail to give THCI prompt notice of an asserted Tax liability as required by this Section 7.07 and if THCI is precluded by the failure to provide such give prompt notice from contesting the asserted Tax liability in both the administrative and judicial forums, then THCI shall not affect Lessee's obligations hereunder have any obligation to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take indemnify for any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt loss arising out of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the asserted Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than liability to the extent necessary in order that THCI was prejudiced as a result of such failure. (b) THCI may elect to contest the claim) furnish Lessee with copies direct, through counsel of its own choosing and at its own expense, any requests audit, claim for information from refund and administrative or judicial proceeding involving any taxing authority relating to such Taxes asserted liability with respect to which Lessee indemnity may be required sought under Section 7.06 relating to indemnify hereunderany taxable period ending on or before the Closing Date (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "CONTEST"). If requested by Lessee THCI elects to direct a Contest, it shall within 30 calendar days of receipt of the notice of asserted Tax liability notify the Acquirors in writing within 30 days after of its receipt intent to do so, and the Acquirors shall cooperate and shall cause their respective Affiliates or their respective successors to cooperate, at THCI's expense, in each phase of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contestContest. In each such case, neither the case Acquirors nor any of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or their respective Affiliates may settle or compromise any claim without asserted Tax liability over the prior written consent objection of Lessee (except THCI. If THCI elects not to direct the Contest or fails to notify the Acquiror of its election as contemplated by this Section 6(b)(iv)). Notwithstanding herein provided, the foregoing, in no event shall an Indemnitee be required to pursue Acquirors or any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such their respective Affiliates may contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii)their own expense, such Indemnitee shall repay to Lessee any amount previously paid asserted Tax liability or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle pay or compromise any claim without Lesseesuch asserted Tax liability at THCI's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxexpense.

Contests. (i) If a written claim is any Tax Claim shall be made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) Lessor Indemnified Person for Taxes any Tax as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could the Owner Trust may have an indemnity obligation hereunderpursuant to this Section 13.3, such Indemnitee Lessor Indemnified Person shall promptly give Lessee notice as soon as practicable after its receipt or commencement, and in any event within thirty (30) days notify the Owner Trust and Agent in writing and furnish the Owner Trust and Agent with copies of such claim Tax Claim and all other writings received from the taxing authority to the extent relating to such Tax Claim (provided, however, that the failure to provide such notice so notify the Owner Trust and Agent within thirty (30) days shall not affect Lesseealter such Lessor Indemnified Person's obligations hereunder rights under this Section 13.3 except to the Owner Participant unless extent such failure shall precludes or materially adversely affect affects the right ability to conduct a contest such claimof any Tax Claim) and shall not take any action with respect to such claim or Tax Claim without the written consent of Lessee the Owner Trust and Agent (such consent not to be unreasonably withheld or unreasonably delayed) for 30 thirty (30) days following after the receipt of such notice by Lesseethe Owner Trust and Agent; provided, however, thatthat in the case of any such Tax Claim, if such Indemnitee Lessor Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnitee shall, Lessor Indemnified Person shall in such notice to Lesseethe Owner Trust and Agent, so inform Lesseethe Owner Trust and Agent, and such Indemnitee Lessor Indemnified Person shall not take no any action with respect to such Tax Claim without the consent of the Owner Trust and Agent (such consent not to be unreasonably withheld or unreasonably Construction Agency Agreement delayed) for as long as it is legally able to do so ten (it being understood that an Indemnitee 10) days after the receipt of such notice by the Owner Trust and Agent unless the Lessor Indemnified Person shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 3010-day period. (ii) The Agent shall be entitled for a period if of thirty (A)(I30) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information days from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such noticenotice from the Lessor Indemnified Person (or such shorter period reasonably specified by the Lessor Indemnified Person as the Lessor Indemnified Person has notified the Agent as required by law or regulation for such Lessor Indemnified Person to commence such contest of such Tax Claim), to request in writing that such Indemnitee shallLessor Indemnified Person contest the imposition of such Tax, at the Agent's sole cost and expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee Lessor Indemnified Person shall not be required to pursue any appeals to the United States Supreme Courtpay such Tax Claim during such period. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment The provisions of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee Section 12.3(k) shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is Tax Claim with all references in such Indemnitee's control or possession that is reasonably necessary Section to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail "Indemnified Person" being deemed references to take any action expressly required by this Section 6(b)(iv"Lessor Indemnified Person." (iii) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b)herein to the contrary, an Indemnitee a Lessor Indemnified Person will not be required to contest (and the Agent shall not be permitted to contest) a Tax Claim with respect to the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) Lessor Indemnified Person shall waive its right to indemnity indemnification under this Section 6(b), 13.3 with respect to such Tax Claim (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) Tax Claim with respect to such Tax, plus interest at year or any other taxable year the rate that would have been payable by the relevant taxing authority with respect to contest of which is materially adversely affected as a refund result of such Taxwaiver and shall promptly repay to the Agent any Tax Advances paid to such Lessor Indemnified Person in respect of such Taxes).

Contests. If a written claim is made against an Indemnitee (i) After the Closing, the Buyer and the Beneficiaries (or if any proceeding is commenced against an Indemnitee (including a written notice of such proceedingtheir designee) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice notify each other in writing of any demand or claim received by the Beneficiaries, Buyer or the Company from any Tax authority or other party with respect to Taxes for which the Beneficiaries are liable pursuant to Section 8.5(c)(i). Such notice shall contain factual information (to the extent known) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax authority in respect of any such asserted Tax liability. (ii) The Beneficiaries (or their designee) may elect to control the conduct, through counsel of its own choosing and at its own expense, of any audit, claim for refund and administrative or judicial proceeding involving any asserted liability with respect to which indemnity may be sought under Section 8.5(c)(i) (any such audit, claim for refund or proceeding relating to an asserted Tax liability is referred to herein as a "Contest"), other than any Contest relating to the Massachusetts Big S Tax. If the Beneficiaries (or their designee) elect to control such a Contest, they shall within 20 calendar days of receipt of the notice of asserted Tax liability notify the Buyer of their intent to do so, and the Beneficiaries (or their designee) shall have all rights to settle, compromise and/or concede such asserted liability; PROVIDED, HOWEVER, that Buyer shall have the right to consult with the Beneficiaries regarding any Contest that may affect the Company for any Post-Closing Period and PROVIDED FURTHER that the Beneficiaries shall not have the right to settle, compromise and/or concede any such Contest that may affect the Company for any period after the Closing Date without Buyer's prior written consent, which consent shall not be unreasonably withheld. If the Beneficiaries elect not to control such a Contest or fail to notify Buyer of their election as herein provided, Buyer or the Company may pay, compromise or contest, at its own expense, subject to (i) reimbursement by the Beneficiaries for reasonable third party expenses and (ii) the Beneficiaries' indemnification obligations under Section 8.5(c)(i); provided, however, that (A) the failure to provide such notice Beneficiaries shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect have the right to contest consult with Buyer regarding any Contest that may affect the Beneficiaries or the Trust for any Pre-Closing Period or with respect to which the Beneficiaries or the Trust may owe indemnification under this Agreement, and (B) Buyer shall not have the right to settle, compromise and/or concede any such claimContest without the Beneficiaries' prior written consent, which consent shall not be unreasonably withheld. Buyer shall have the sole right to represent the Company in any other Contest. (iii) In the event that the Beneficiaries or any of their Affiliates shall after the Closing take any position in any Tax Return, or reach any settlement or agreement on audit, which is in any manner inconsistent with any position taken by the Beneficiaries or any of their Affiliates in any filing, settlement or agreement made by the Beneficiaries prior to the Closing and such inconsistent position (i) requires the payment by Buyer of more Tax than would have been required to be paid had such position not been taken or such settlement or agreement not been reached, (ii) affects the determination of useful life, basis or method of depreciation, amortization or accounting of any of the assets or properties of the Company or (iii) accelerates the time at which any Tax must be paid by Buyer, then the Beneficiary, in each such case, shall provide timely and reasonable notice to Buyer of such position and shall not take indemnify Buyer and hold it harmless from any action Tax liability or Tax cost or any Loss arising from, in connection with or otherwise with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxposition.

Contests. If a written claim is made against an Indemnitee (i) After the Closing Date, the Purchaser shall, or if shall cause the Purchased Subsidiary to, notify the Sellers in writing promptly upon the commencement of any Tax audit or administrative or judicial proceeding is commenced against an Indemnitee or the receipt by the Purchaser or the Purchased Subsidiary of any request issued by any Taxation Authority for documents in connection with Taxes which are the subject of the indemnities provided for in Section 5.11(a) (including a written notice but in any event within no later than ten (10) Business Days of such proceedingreceipt by the Purchaser or the Purchased Subsidiary) for Taxes as which, could give rise to which Lessee could a Sellers’ liability under Section 5.11, provided the giving of such notice will not be liable for payment or indemnity hereundera condition precedent to the liability of the Sellers under this Section 5.11, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee and shall promptly give Lessee notice also separately notify the Sellers in writing of such any proposed or final demand or claim (providedon the Purchaser or the Purchased Subsidiary which, howeverif determined adversely to the taxpayer or after the lapse of time, that would be grounds for indemnification by the failure to provide Tax Indemnifying Parties under Section 5.11(a). Each such notice shall not affect Lessee's obligations hereunder contain factual information (to the Owner Participant unless extent known to the Purchaser or the Purchased Subsidiary) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any Tax Authority in respect of any such asserted Tax liability. (ii) If the Purchaser or the Purchased Subsidiary fail to give the Sellers prompt notice of an asserted Tax liability as required by Section 5.11(h)(i) and if the Sellers are precluded by such failure shall materially adversely affect to give prompt notice from contesting the right to contest such claim) asserted Tax liability in both the administrative and judicial forums, the Sellers shall not take have any action obligation to indemnify for any loss or damage arising out of such asserted Tax liability, and (ii) if the Sellers are not so precluded from contesting but such failure to give prompt notice results in additional liabilities, expenses or other detriment to the Sellers, then any amount which the Sellers otherwise are required to pay to the Purchaser or the Purchased Subsidiary pursuant to this Section 5.11 with respect to such claim or Tax without liability shall be reduced by the consent of Lessee for 30 days following the receipt amount of such notice by Lesseedetriment; provided, provided however, thatthat such detriment is duly substantiated by the Sellers. (iii) The Sellers may direct, if such Indemnitee shall be required by law to take action prior to the end through counsel of such 30-day periodtheir own choosing and at their own expense, such Indemnitee shallany audit, in such notice to Lessee, so inform Lessee, claim for refund and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest administrative or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than judicial proceeding to the extent necessary in order to contest the claim) furnish Lessee with copies of it involves any requests for information from any taxing authority relating to such Taxes asserted liability with respect to which Lessee indemnity by the Sellers may be required sought under this Section 5.11 (any such audit, claim for refund or proceeding relating to indemnify hereunderan asserted Tax liability are referred to herein collectively as a “Contest”). If requested the Sellers choose to direct the Contest, the Purchaser or the Purchased Subsidiary, as applicable, shall promptly empower (by Lessee in writing within 30 days after its receipt power of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest such other documentation as may be appropriate) such of Sellers’ representatives as Sellers may designate to represent the Purchaser or the Purchased Subsidiary insofar as the Contest involves an asserted Tax liability for which the Sellers would be liable under this Section 5.11. (or, if permitted by applicable law, allow Lessee to contestiv) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee The Sellers shall consult with Lessee respect to, and a reasonable amount of time in good faith regarding advance of, the manner settlement of contesting any Contest controlled by the Sellers pursuant to this paragraph, and the Sellers may not settle any such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take Contest or transmit any action expressly required by this Section 6(b)(ivmaterial communication (whether oral, in writing or otherwise) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claimTaxation Authority in connection with such Contest, or transmit any material communication (whether oral, in writing or otherwise) or settle or compromise to any claim Taxation Authority in connection with such Contest, without the prior written consent of Lessee the Purchaser or the Purchased Subsidiary, as applicable (except which consent shall not be unreasonably withheld or delayed). (v) If the Sellers elect not to direct the Contest, the Purchaser or the Purchased Subsidiary, as contemplated the case may be, may pay, compromise or contest such asserted liability as it sees fit, and shall be reimbursed by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all Sellers for reasonable out-of-costs of outside tax advisors and related professionals and reasonable out of pocket costs and reasonable attorney and accountants fees that such Indemnitee (for all of which appropriate supporting documentation shall incur be provided) incurred in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required a Tax liability ultimately determined to be paid prior indemnifiable by the Sellers hereunder. (vi) The Sellers and Purchaser shall cooperate in respect of any Contest. Such cooperation and information shall include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules and related work papers and documents relating to rulings or other determinations by Taxation Authorities. The Sellers and the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee Purchaser will make themselves (and such Indemnitee shall promptly pay their respective employees) available, on a mutually convenient basis, to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests provide explanations of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has documents or information provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax5.11.

Contests. If a written claim is made against an Indemnitee The Purchaser shall promptly notify the Sellers in writing upon receipt by the Purchaser or if any proceeding is commenced against an Indemnitee (including a written of its Affiliates of notice of such proceeding) any pending or threatened Tax audits, examinations or assessments which may affect any Tax liability for Taxes as which the Sellers are liable or has an indemnification obligation, provided that failure to which Lessee could be liable for comply with this provision shall not affect the Purchaser’s right to payment or indemnity hereunderindemnification hereunder except to the extent such failure impairs the Sellers’ ability to contest any such Tax liabilities. Such notice shall state the amount of the claim, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunderknown, such Indemnitee shall promptly give Lessee notice in writing and the method of computation thereof, the nature of such claim and a reference to the provision of this Agreement upon which such claim is based, all with reasonable particularity. The Sellers shall have the sole right to (i) control and conduct any such Tax audit or administrative or court proceeding relating to a Pre-Closing Tax Period that has no effect on a subsequent period (and if any such Tax audit or administrative or court proceeding has an effect on a subsequent period, the Purchaser and the Sellers shall jointly control such Tax audit or administrative or court proceeding), (ii) to employ counsel of its choice at its expense, and (iii) settle, either administratively or after the commencement of litigation, any such Tax audit or administrative or court proceeding; provided, however, that the failure to provide such notice Sellers shall not affect Lessee's obligations hereunder compromise or settle any such Tax audit or administrative or court proceeding if such compromise or settlement could reasonably be expected to increase the Owner Participant unless such failure shall materially adversely affect Tax liability of the right to contest such claim) and shall not take Purchaser or any action with respect to such claim or Tax of its Affiliates in a tax period that begins after the Closing Date without obtaining the prior written consent of Lessee for 30 days following the receipt of such notice by Lessee; providedPurchaser, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee consent shall not be required to pursue any appeals to the United States Supreme Courtunreasonably withheld. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with With respect to any claimTax audit or similar proceeding relating to a Straddle Period, the Purchaser and the Sellers shall jointly control such audit or similar proceeding. Neither the Purchaser nor any of its Affiliates may agree to settle any tax claim which the Sellers are responsible for or which settlement could reasonably be expected to increase the Tax liability of the Sellers (or its beneficial owners) in respect of any Pre-Closing Tax Period or settle or compromise any claim Straddle Period without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoingSellers, in no event which consent shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxunreasonably withheld.

Contests. If a written any claim is shall be made against an any Tax Indemnitee or if any proceeding is shall be commenced against an any Tax Indemnitee (including a written notice of such proceeding) for Taxes any Imposition as to which the Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could the Guarantor may have an indemnity obligation hereunderpursuant to this Section 13.4, or if any Tax Indemnitee shall determine that any Imposition to which the Lessee or the Guarantor may have an indemnity obligation pursuant to this Section 13.4 may be payable, such Tax Indemnitee shall promptly give Lessee notice (and in any event, within fifteen (15) Business Days) notify the Guarantor in writing of such claim (provided, however, provided that the failure to provide such notice so notify the Guarantor within fifteen (15) Business Days shall not affect Lesseealter such Tax Indemnitee's obligations hereunder rights under this Section 13.4 except to the Owner Participant unless extent such failure shall precludes or materially adversely affect affects the right ability to conduct a contest such claimof any indemnified Taxes) and shall not take any action with respect to such claim claim, proceeding or Tax Imposition without the written consent of Lessee the Guarantor (such consent not to be unreasonably withheld or unreasonably delayed) for 30 thirty (30) days following after the receipt of such notice by Lesseethe Guarantor; provided, however, thatthat in the case of any such claim or proceeding, if such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such thirty (30-) day period, such Tax Indemnitee shall, shall in such notice to Lesseethe Guarantor, so inform Lesseethe Guarantor, and such Tax Indemnitee shall not take no any action with respect to such claim, proceeding or Imposition without the consent of the Guarantor (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so ten (it being understood that an 10) days after the receipt of such notice by the Guarantor unless such Tax Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such ten (10) day period. The Guarantor shall be entitled for a period of thirty (30-day ) days from receipt of such notice from such Tax Indemnitee (or such shorter period as such Tax Indemnitee has notified the Guarantor is required by law or regulation for such Tax Indemnitee to commence such contest), to request in writing that such Tax Indemnitee contest the imposition of such Tax, at the Guarantor's expense. If (x) such contest can be pursued in the name of the Guarantor or the Lessee and independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee and the Guarantor have not agreed to indemnify such Tax Indemnitee, (y) such contest must be pursued in the name of such Tax Indemnitee, but can be pursued independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee and the Guarantor have not agreed to indemnify such Tax Indemnitee or (z) such Tax Indemnitee so requests, then the Guarantor or such Lessee shall be permitted to control the contest of such claim, provided that in the case of a contest described in clause (y) if such Tax Indemnitee determines reasonably and in good faith that such contest by the Guarantor or the Lessee could have a material adverse impact on the business or operations of such Tax Indemnitee and provides a written explanation to the Guarantor of such determination, such Tax Indemnitee may elect to control or reassert control of the contest, and provided that the taking control by the Guarantor or the Lessee of any contest shall not alter the applicable Tax Indemnitee's rights to indemnification hereunder, and provided, further, that in determining the application of clauses (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lesseex) and (y) of the act preceding sentence, each Tax Indemnitee shall take any and all reasonable steps to segregate claims for any Taxes for which the Lessee and the Guarantor indemnify hereunder from Taxes for which the Lessee and the Guarantor are not obligated to indemnify hereunder, so that the Guarantor can control the contest of paying the former. In all other claims requested to be contested by the Guarantor, such Tax would not prejudice Indemnitee shall control the right contest of such claim, acting through counsel selected by such Tax Indemnitee and reasonably acceptable to the Guarantor. In no event shall the Guarantor be permitted to contest (or such Tax Indemnitee be required to contest) any claim, (IIA) if such Tax Indemnitee provides the failure Guarantor with a legal opinion of counsel reasonably acceptable to so pay would result the Guarantor that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Property or any part thereof unless the Guarantor shall have posted and maintained a bond or other security reasonably satisfactory to the relevant Tax Indemnitee in criminal penalties and respect to such risk, (B) if a Lease Event of Default has occurred and is continuing unless the Guarantor shall have posted and maintained a bond or other security reasonably satisfactory to the relevant Tax Indemnitee in respect of the Taxes subject to such Indemnitee shall act claim and any and all expenses for which the Guarantor or the Lessee is responsible hereunder reasonably foreseeable in connection with paying the Tax in contest of such claim, (C) unless the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee Guarantor shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating pay and shall pay, to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such noticeTax Indemnitee on written demand all reasonable, such Indemnitee shall, at the expense of Lessee (including all reasonable documented out-of-pocket costs costs, losses and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall may incur in connection with contesting such claimImposition including all reasonable legal, accounting and investigatory fees and disbursements and (Bif applicable) reasonable, allocable internal overhead costs determined in accordance with normal bank operating procedures, or (D) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement of contest, unless the Guarantor shall provide to such contest on Tax Indemnitee an interest-free basis and advance in an amount equal to the Imposition that such Tax Indemnitee is required to pay (with no additional net after-tax cost costs to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Tax Indemnitee). In addition, for contests controlled by such Tax Indemnitee and claims contested in the name of such Tax Indemnitee in a public forum, no contest shall be required: (DA) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with in any audit involving any or all such Tax Indemnitees with respect to any period for which the Guarantor or the Lessee may be liable to pay an indemnity under this Section 13.4(b)) exceeds (1) with respect to the Lessor, $25,000 and (2) with respect to any Tax Indemnitee other than the Lessor, $75,000 and (B) unless, if requested by such Tax Indemnitee, the Guarantor shall have provided to such Tax Indemnitee an opinion of counsel selected by the Guarantor (which may be in-house counsel) (except, in the case of income taxes indemnified hereunder, in which case such opinion shall be an opinion of independent tax counsel selected by the Guarantor and reasonably acceptable to such Tax Indemnitee) that a reasonable basis exists to contest such claim. In no event shall a Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other Aircraft leased party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions to be taken shall be made by the Owner Participant to Lessee or raised controlling party in any other audit its sole judgment; provided, however, that if such Tax Indemnitee is the controlling party and the Guarantor recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Tax Indemnitee rejects such settlement offer, then the amount for which a Lessee and the Guarantor will be required to indemnify such Tax Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted provided that any Tax Indemnitee shall be entitled to reject any indemnity payment it would otherwise be entitled to hereunder if such Tax Indemnitee reasonably determines that accepting such offer would have an unindemnified impact on such Tax Indemnitee and provided further that no Tax Indemnitee may reject any such indemnity payment if the Guarantor agrees to pay to such Tax Indemnitee the amount of such unindemnified impact, as reasonably determined by such Tax Indemnitee. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof, provided, however, that such obligation shall not obligate any Tax Indemnitee to disclose its tax returns or information or documentation unrelated to such claim or contest. Each Tax Indemnitee shall, at the expense of the Lessee and the Guarantor, supply the Lessee or the Guarantor with such information and documents reasonably requested by the Lessee or the Guarantor as are necessary or advisable for such Person to participate in any action, suit or proceeding to the extent permitted by this Section 13.4(b); provided, however, that such Tax Indemnitee shall not be required to provide to such Lessee or the Guarantor copies of its tax returns or any other information, documentation, or materials that it deems to be confidential or proprietary. Notwithstanding anything in this Section 13.4(b) to the contrary, no Tax Indemnitee shall enter into any settlement or other compromise or fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 6(b)(iv)) 13.4 (and with respect to which contest is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to required under this Section 6(b13.4(b)) without the prior written permission consent of Lesseethe Guarantor, Lesseeunless such Tax Indemnitee waives its right to be indemnified under this Section 13.4 with respect to such claim. Notwithstanding anything contained herein to the contrary, a Tax Indemnitee shall not be required to contest (and neither the Lessee nor the Guarantor shall be permitted to contest in any judicial forum if such contest could, in a Tax Indemnitee's obligation reasonable judgment, be materially adverse to indemnify it) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall have waived its right to indemnification under this Section 13.4 with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee claim with respect to such claim, plus interest at year or any other taxable year the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome precluded or materially adversely affected as a result of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxwaiver).

Contests. If a written claim is made against an Indemnitee or if any proceeding is commenced against an Indemnitee (including a written notice of such proceedinga) for Taxes as to which Lessee could be liable for payment or indemnity hereunderAfter the Closing, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee each party shall promptly give Lessee notice notify the other party in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the other party or its Affiliates which, if determined adversely to the taxpayer or after the lapse of time, could be grounds for indemnification under Section 7.01. Such notice shall contain factual information (to the extent known to such claim party) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If either party fails to give the other party prompt notice of an asserted Tax liability as required by this Section 7.03, then such party shall not have any obligation to indemnify for any loss arising out of such asserted Tax liability, but only to the extent that failure to give such notice results in a detriment to such party. (b) In the case of a Tax audit or administrative or judicial proceeding (a “Contest”) that relates to taxable periods ending on or before the date of the Closing, the Seller shall have the sole right, at its expense, to control the conduct of such Contest, provided, however, that if the failure to provide resolution of any such notice shall not affect Lessee's obligations hereunder to the Owner Participant unless such failure shall materially adversely affect the right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax Contest would result in substantial penalties an increase in Taxes otherwise borne by Purchaser (unless immediately reimbursed by Lessee) and or either Company for any Tax period beginning after the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants feesClosing Date), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee Seller shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of resolve such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee Purchaser, which consent shall not be unreasonably withheld or delayed. (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required c) With respect to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contestStraddle Periods, the amount Seller may elect to direct and control, through counsel of the its own choosing, any Contest involving any asserted Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee liability with respect to which indemnity may be sought from the Seller pursuant to Section 7.01. If the Seller elects to direct such claim (Contest, the Seller shall within 30 days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, and all directly related claims the Purchaser shall cooperate and claims based on shall cause the outcome Companies to cooperate, at the Seller’s expense, in each phase of such claim) shall terminateContest. If the Seller elects to direct such Contest, subject to this Section 6(b)(iv)then the Purchaser may participate in such Contest, and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by Purchaser’s expense. If the relevant taxing authority with respect Seller elects not to a refund direct the Contest, the Purchaser may assume control of such TaxContest (at the Purchaser’s expense). Notwithstanding anything contained If the Purchaser assumes control of such Contest, then the Seller may participate, at its own expense, in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to Contest. Neither the Seller nor the Purchaser may settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), asserted liability with respect to such Tax any Contest governed by this Section 7.03(c) without prior written consent of the other party, which shall not be unreasonably withheld or delayed. (d) The Purchaser and any directly related claim the Seller agree to cooperate, and agree to cause their Affiliates to cooperate, in the defense against or compromise of any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee in any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such TaxContest.

Contests. (A) If a written claim is shall be made against an and received by any Indemnitee or if for any proceeding is commenced against an Indemnitee (including a written notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunderBorrower is obligated to indemnify pursuant to this Section 6(b), such Indemnitee shall promptly give Lessee notice notify Borrower in writing of such claim (within 30 days after its receipt, and shall provide Borrower such information regarding such claim as Borrower may reasonably request; provided, however, that the failure to provide such notice shall not affect Lessee's release Borrower from any of its obligations hereunder to indemnify under Section 6 hereof unless, and only to the Owner Participant unless extent that, such failure shall materially adversely affect effectively precludes Borrower’s contest rights. To the right to contest extent permitted under applicable law, such claim) and shall Indemnitee will not take make any action payments with respect to such claim or Tax without the consent of Lessee for at least 30 days following the receipt after giving notice of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law claim to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay the Tax claimed and ▇▇▇ for a refund prior to the end of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and Borrower. (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee Borrower in writing within 30 days after its receipt of such noticenotice or such shorter period as may be required by applicable law, such Indemnitee shall, at the expense of Lessee Borrower and subject to subparagraph (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees)C) below, in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by by, in the case of an Indemnitee-Controlled Contest, in such Indemnitee’s sole discretion or, in the case of a Borrower-Controlled Contest, in Borrower’s sole discretion, (X1) resisting payment thereofthereof if practicable, (Y2) not paying the same such Tax except under protest protest, (3) if protest is necessary and proper or (Z) proper, and if the payment of such Tax is made, using reasonable efforts to obtain a refund thereof thereof, in an appropriate administrative and/or and judicial proceedingproceedings, and (4) in the case of an Indemnitee-Controlled Contest, considering in good faith any other reasonable action as Borrower may reasonably request. If requested to do so by Lessee, the Each Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising consult in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemniteewith Borrower and Borrower’s counsel, adversely affecting such Indemnitee, and Borrower shall consult in good faith with such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is its counsel in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a Borrower-Controlled Contest. concerning the forum in which the contest controlled is most likely to be favorably resolved and whether such contest shall be by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress (x) resisting payment of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(ivTax, (y) paying such Tax under protest or (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claimz) paying such Tax and seeking a refund or settle or compromise any claim without the prior written consent of Lessee other repayment thereof. (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in C) In no event shall an Indemnitee be required to pursue any contest (required, or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claimBorrower permitted, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted for which Borrower is obligated pursuant to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect ) unless (1) Borrower shall have agreed to pay and shall promptly be paying on request all reasonable costs and expenses that such Indemnitee incurs in contesting such claim or arising out of or relating to such contest (including legal fees, accounting fees, and disbursements, including those on appeal, if any); (2) such contest is not reasonably likely to result in a material danger of the sale, seizure, forfeiture or loss of the Aircraft, or the creation of any Lien thereon other than Liens for Taxes (i) either not yet due or being contested in good faith by appropriate proceedings and (ii) for which such reserves, if any, as are required to be provided under generally accepted accounting principles have been provided by Borrower, and there is no risk of criminal penalties; (3) if such contest shall be conducted in a manner requiring the payment of the claim, Borrower shall have advanced sufficient funds, on an interest-free basis, to make the payment required, and shall have agreed to indemnify the Indemnitee against any additional net after-Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome cost to such Indemnitee of such claimadvance; (4) if requested by the Indemnitee in writing, such Indemnitee shall have received an opinion of independent Tax counsel selected by Borrower and reasonably acceptable to such Indemnitee and furnished at Borrower’s sole expense to the effect that a Realistic Possibility of Success exists for contesting such claim (Bor, in the case of an appeal of an adverse judicial determination, a written opinion from such independent Tax counsel to the effect that it is more likely than not that such adverse judicial determination will be reversed or substantially modified); (5) Borrower shall pay have delivered to Lessee any amount previously paid or advanced such Indemnitee a written acknowledgment of Borrower’s obligation to indemnify such Indemnitee to the extent that the contest is not successful; provided, however, that Borrower will not be bound by Lessee pursuant to its acknowledgment of liability if the contest is resolved on a clear and unambiguous basis showing no such liability under this Section 6(b) with respect to such Tax; (6) if a Specified Default or Event of Default shall have occurred and be continuing, plus interest at Borrower shall have provided security for its obligation hereunder satisfactory to the rate that would have been payable Indemnitee by placing in escrow sufficient funds to cover any such contested Tax and the reasonably expected expenses of such contest on an After-Tax Basis, or otherwise providing satisfactory provisions for payment of such amounts determined by the relevant taxing authority Indemnitee in its sole discretion; (7) the aggregate amount of all indemnity payments that Borrower may be required to make to such Indemnitee with respect to such claim (or similar or related claims) is at least $60,000; and (8) the claim is not for a Tax the imposition of which has been previously contested by, or at the request of, Borrower hereunder, and such previous contest (including all allowable appeals) was decided adversely to Borrower, unless Borrower has delivered an opinion of independent Tax counsel selected by Borrower and reasonably acceptable to the Indemnitee to the effect that, on the basis of (i) a change in applicable law, or (ii) a difference in the underlying facts, there is currently a Realistic Possibility of Success for contesting such claim. (D) If any Indemnitee shall obtain a refund of all or any part of any Tax paid by Borrower, such TaxIndemnitee shall pay Borrower, but not before Borrower shall have made all payments theretofore due to such Indemnitee pursuant to this Section 6(b) and any other payments theretofore due such Indemnitee under any of the Operative Documents, an amount equal to the amount of such refund (net of any Taxes imposed thereon), including interest received and attributable thereto (net of any Taxes imposed thereon) plus, if Borrower has paid an amount pursuant to the first sentence of Section 6(b)(iii)(A), any net Tax benefit (or minus any net Tax detriment) realized by such Indemnitee as a result of any refund received, and payment made, by such Indemnitee pursuant to this sentence; provided that the Indemnitee shall not be obligated to pay an amount under the preceding sentence to the extent that such amount would exceed the amount of such Taxes paid, reimbursed or advanced by Borrower to such Indemnitee (other than the cost of the contest thereof); provided, further, that any amount not paid to Borrower pursuant to the foregoing limitation shall be carried forward to reduce pro tanto any future payments that Borrower may be required to make to such Indemnitee pursuant to this Section 6(b). If any Indemnitee shall have paid Borrower any refund of all or part of any Tax paid by Borrower and it is subsequently determined that such Indemnitee was not entitled to the refund, such determination shall be treated as the imposition of a Tax for which Borrower is obligated to indemnify such Indemnitee pursuant to the provisions of this Section 6(b) without regard to the exclusions set forth in Section 6(b)(ii) (other than subparagraphs (4), (11) and (12) thereof). Provided no Specified Default or Event of Default has occurred and is continuing, an Indemnitee shall not settle any such claim or contest pursuant to this provision without the written consent of Borrower, which consent shall not be unreasonably withheld, conditioned or delayed; provided, that an Indemnitee may settle at any time without the consent of Borrower if the Indemnitee waives (by written notice to Borrower) the payment by Borrower of an indemnity in respect of such issue and any related issue the contest of which is effectively foreclosed by the settlement of such issue, including any payment arising from such issue in subsequent years or which by reason of the fact that such issue is of a continuing nature, and promptly pays to Borrower any Tax previously paid or any interest-free loan advanced by Borrower (other than expenses of such contests) with respect to such issue. (E) Nothing contained in this Section 6(b)(iv) shall require any Indemnitee to contest, or permit Borrower to contest in the name of such Indemnitee, a claim that such Indemnitee would otherwise be required to contest pursuant to this Section 6(b)(iv) if such Indemnitee shall waive payment by Borrower of any amount that might otherwise be payable by Borrower under this Section 6(b) in connection with such claim (other than the costs of contest previously incurred), nor shall any Indemnitee be required to pursue any appeal to the United States Supreme Court.

Contests. If a written any claim is shall be made against an any Tax Indemnitee or if any proceeding is shall be commenced against an any Tax Indemnitee (including a written notice of such proceeding) for Taxes any Imposition as to which the Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could Agent may have an indemnity obligation hereunderpursuant to this Section 13.5, or if any Tax Indemnitee shall determine that any Imposition to which the Lessee Agent may have an indemnity obligation pursuant to this Section 13.5 may be payable, such Tax Indemnitee shall promptly give (and in any event, within thirty (30) days) notify the Lessee notice Agent in writing of such claim (provided, however, provided that the failure to provide such notice so notify the Lessee Agent within thirty (30) days shall not affect Lesseealter such Tax Indemnitee's obligations hereunder rights under this Section 13.5 except to the Owner Participant unless extent such failure shall precludes or materially adversely affect affects the right ability to conduct a contest such claimof any Impositions) and shall not take any action with respect to such claim claim, proceeding or Tax Imposition without the written consent of the Lessee Agent (such consent not to be unreasonably withheld or unreasonably delayed) for 30 thirty (30) days following after the receipt of such notice by Lesseethe Lessee Agent; provided, however, thatthat in the case of any such claim or proceeding, if such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such thirty (30-) day period, such Tax Indemnitee shall, shall in such notice to Lesseethe Lessee Agent, so inform Lessee, the Lessee and such Tax Indemnitee shall not take no any action with respect to such claim, proceeding or Imposition without the consent of the Lessee Agent (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so (it being understood that an 10 days after the receipt of such notice by the Lessee Agent unless such Tax Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such ten (10) day period. The Lessee Agent shall be entitled for a period of thirty (30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information days from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such noticenotice from such Tax Indemnitee (or such shorter period as such Tax Indemnitee has notified the Lessee Agent is required by law or regulation for such Tax Indemnitee to commence such contest), to request in writing that such Tax Indemnitee shallcontest the imposition of such Tax, at the expense Lessee Agent's expense. If (x) such contest can be pursued in the name of the Lessee (including all reasonable out-of-pocket costs Agent and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount independently from any other proceeding involving a Tax liability of such Taxes by (X) resisting payment thereofTax Indemnitee for which the Lessee Agent has not agreed to indemnify such Tax Indemnitee, (Yy) such contest must be pursued in the name of such Tax Indemnitee, but can be pursued independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee Agent has not paying the same except under protest if protest is necessary and proper agreed to indemnify such Tax Indemnitee or (Zz) if such Tax Indemnitee so requests, then the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee Lessee Agent shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee permitted to control the conduct contest of any such proceeding and shall provide to Lessee such information or data claim, provided that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemniteedescribed in clause (y), if such Tax Indemnitee shall consult with Lessee determines reasonably and in good faith regarding that such contest by the manner of contesting such claim and shall keep Lessee reasonably informed regarding Agent could have a material adverse impact on the progress business or operations of such Tax Indemnitee and provides a written explanation to the Lessee Agent of such determination, such Tax Indemnitee may elect to control or reassert control of the contest. An , and provided that by taking control of the contest, the Lessee Agent acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and provided, further, that in determining the application of clauses (x) and (y) above, each Tax Indemnitee shall not fail to take any action expressly and all reasonable steps to segregate claims for any Taxes for which the Lessee Agent indemnifies hereunder from Taxes for which the Lessee Agent is not obligated to indemnify hereunder, so that the Lessee Agent can control the contest of the former. In all other claims requested to be contested by the Lessee Agent, such Tax Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee Agent. In no event shall the Lessee Agent be permitted to contest (or such Tax Indemnitee required by this Section 6(b)(ivto contest) any claim, (includingA) if such Tax Indemnitee provides the Lessee Agent with a legal opinion of counsel reasonably acceptable to the Lessee Agent that such action, without limitationsuit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any action regarding Lien (other than a Permitted Lien) on the Property or any appeal of an adverse determination part thereof unless, with respect to any claimcivil liability only, the Lessee Agent shall have agreed in writing to be responsible for such risk, (B) or settle or compromise any claim without the prior written consent if an Event of Lessee Default has occurred and is continuing, (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contestC) unless (A) the Lessee Agent shall have agreed to pay and shall pay, to such Tax Indemnitee on demand all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall may incur in connection with contesting such claimImposition including all reasonable legal, accounting and investigatory fees and disbursements, or (BD) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement of contest, unless the Lessee Agent shall provide to such contest on Tax Indemnitee an interest-free basis and advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax cost costs to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of such Tax Indemnitee in a public forum, no contest shall be required: (DA) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with in any audit involving any or all of the other Aircraft leased by the Owner Participant such Tax Indemnitees with respect to Lessee or raised in any other audit period for which the Lessee would have Agent may be liable to pay an indemnity obligation under this Section 6(b)(iv13.5(b)) exceeds $100,000 and (B) unless, if requested by such Tax Indemnitee, the Lessee Agent shall have provided to such Tax Indemnitee an opinion of counsel selected by the Lessee Agent (which may be in-house counsel) that a reasonable basis exists to contest such claim. In no event shall a Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment, provided, however, that if such Tax Indemnitee is the controlling party and the Lessee Agent recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Tax Indemnitee rejects such settlement offer then the amount for which the Lessee will be required to indemnify such Tax Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the non-controlling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) and reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Tax Indemnitee shall, at least $3,000the Lessee's expense, supply the Lessee Agent with such information and documents reasonably requested by the Lessee Agent as are necessary or advisable for the Lessee Agent to participate in any action, suit or proceeding to the extent permitted by this Section 13.5(b). Notwithstanding anything in this Section 13.5(b) to the foregoingcontrary, if any no Tax Indemnitee shall release, waive, enter into any settlement or other compromise or settle fail to appeal an adverse ruling with respect to any claim which may is entitled to be indemnifiable by Lessee pursuant to indemnified under this Section 6(b13.5 (and with respect to which contest is required under this Section 13.5(b)) without the prior written permission consent of Lesseethe Lessee Agent, Lessee's obligation unless such Tax Indemnitee waives its right to indemnify be indemnified under this Section 13.5 with respect to such claim pursuant to the next paragraph. Notwithstanding anything contained herein to the contrary, a Tax Indemnitee will not be required to contest or continue to contest (and the Lessee Agent shall not be permitted to contest or continue to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 13.5 with respect to such claim (and all directly related claims and claims based on any claim with respect to such year or any other taxable year the outcome contest of which is materially adversely affected as a result of such claimwaiver) shall terminate, subject and returns to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to the Lessee any amount Agent all amounts previously paid or advanced to such the Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax.

Contests. If a written any claim is shall be made against an Indemnitee any Indemnified Party or if any proceeding is shall be commenced against an Indemnitee any Indemnified Party (including a written notice of such proceeding) for Taxes any Imposition as to which the Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could may have an indemnity obligation hereunderpursuant to this Section 6.3, or if any Indemnified Party shall determine that any Imposition with respect to which the Lessee may have an indemnity obligation pursuant to this Section 6.3 may be payable, such Indemnitee Indemnified Party shall promptly give notify the Lessee notice in writing of such claim (provided, however, provided that the failure to provide such notice so notify the Lessee shall not affect Lesseealter such Indemnified Party's obligations hereunder rights under this Section 6.3 except to the Owner Participant unless extent such failure shall effectively precludes or materially adversely affect affects the right ability to conduct a contest such claimof any Impositions) and shall not take any action with respect to such claim claim, proceeding or Tax Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days following after the receipt of such notice by the Lessee; provided, however, thatthat in the case of any such claim or proceeding, if such Indemnitee Indemnified Party shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnitee shall, Indemnified Party shall in such notice to the Lessee, so inform Lessee, the Lessee and such Indemnitee Indemnified Party shall not take no any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so (it being understood that an Indemnitee 10 days after the receipt of such notice by the Lessee unless such Indemnified Party shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 3010-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest)period. In addition, such Indemnitee shall (provided that The Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies be entitled for a period of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its from receipt of such noticenotice from such Indemnified Party (or such shorter period as such Indemnified Party has notified the Lessee is required by law or regulation for such Indemnified Party to commence such contest), to request in writing that such Indemnitee shallIndemnified Party contest in good faith the imposition of such Tax, at the expense Lessee's expense. If (a) such contest can be pursued in the name of the Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount independently from any other proceeding involving a Tax liability of such Taxes by (X) resisting payment thereofIndemnified Party for which the Lessee has not agreed to indemnify such Indemnified Party, (Yb) such contest must be pursued in the name of such Indemnified Party, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnified Party for which the Lessee has not paying the same except under protest if protest is necessary and proper agreed to indemnify such Indemnified Party or (Zc) if such Indemnified Party so requests, then the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee Lessee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee permitted to control the conduct contest of any such proceeding and shall provide claim, acting through counsel reasonably acceptable to Lessee such information or data the Indemnified Party, provided that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemniteedescribed in clause (b), if such Indemnitee shall consult with Lessee Indemnified Party determines reasonably and in good faith regarding that such contest by the manner of contesting such claim and shall keep Lessee reasonably informed regarding could have a material adverse impact on the progress business or operations of such Indemnified Party and provides a written explanation to the Lessee of such determination, such Indemnified Party may elect to control or reassert control of the contest. An Indemnitee , and provided that by taking control of the contest, the Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and provided, further, that in determining the application of clauses (a) and (b) above, each Indemnified Party shall not fail to take any action expressly required and all reasonable steps to segregate claims for any Taxes for which the Lessee indemnifies hereunder from Taxes for which the Lessee is not obligated to indemnify hereunder, so that the Lessee can control the contest of the former. In all other claims requested to be contested by this Section 6(b)(iv) (includingthe Lessee, without limitationsuch Indemnified Party shall control the contest of such claim, any action regarding any appeal of an adverse determination with respect acting through counsel reasonably acceptable to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv))Lessee. Notwithstanding the foregoing, in In no event shall an Indemnitee the Lessee be permitted to contest (or such Indemnified Party be required to pursue any contest (or to permit Lessee to pursue any contest) any claim, (a) if such Indemnified Party provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Equipment or any part thereof unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Indemnified Party in respect to such risk, (Ab) if a Default or an Event of Default has occurred and is continuing, (c) unless the Lessee shall have provided to such Indemnified Party an opinion of counsel reasonably acceptable to such Indemnified Party to the effect that such contest will, more likely than not, be successful, and unless the Lessee shall have agreed to pay and shall pay, to such Indemnitee Indemnified Party on demand all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees expenses that such Indemnitee shall incur Indemnified Party actually incurs in connection with contesting such claimImposition including all reasonable in-house and outside legal, accounting, administrative and investigatory fees and disbursements, or (Bd) if such contest shall involve unless the Lessee makes full payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement contest. In addition for Indemnified Party controlled contests and claims contested in the name of such Indemnified Party in a public forum, no contest on an interest-free basis and with no additional net after-tax cost to such Indemnitee shall be required: (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (Ca) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with in any audit involving any or all of the other Aircraft leased by the Owner Participant such Indemnified Parties with respect to Lessee or raised in any other audit period for which the Lessee would have may be liable to pay an indemnity obligation under this Section 6(b)(iv6.3(b)) exceeds $250,000 and (b) unless, if requested by such Indemnified Party, the Lessee shall have provided to such Indemnified Party an opinion of counsel selected by the Lessee (which counsel must be reasonably acceptable to such Indemnified Party) (except, in the case of income Taxes indemnified hereunder, in which case such opinion shall be an opinion of independent tax counsel selected by such Indemnified Party and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim (or, in the case of an appeal of any adverse determination, an opinion of such counsel to the effect that the position asserted in such appeal will more likely than not prevail). In no event shall an Indemnified Party be required to appeal an adverse judicial determination to the United States Supreme Court. The party controlling the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment, provided, however, that if such Indemnified Party is the controlling party and the Lessee recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Indemnified Party rejects such settlement offer then the amount for which the Lessee will be required to indemnify such Indemnified Party with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the non-controlling party reasonably informed as to the progress of the contest, and shall provide the non-controlling party with a copy of (or appropriate excerpts from) and reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Indemnified Party shall, at least $3,000the Lessee's expense, supply the Lessee with such information and documents, in such Indemnified Party's possession (but not tax returns, documentation related thereto or in violation of a privilege or duty of confidentiality), reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 6.3(b). Notwithstanding anything in this Section 6.3(b) to the foregoingcontrary, if no Indemnified Party shall enter into any Indemnitee shall release, waive, settlement or other compromise or settle fail to appeal an adverse ruling with respect to any claim for which it may be indemnifiable by Lessee pursuant entitled to be indemnified under this Section 6(b6.3 (and with respect to which contest is required under this Section 6.3(b)) without the prior written permission consent of the Lessee, Lessee's obligation unless such Indemnified Party waives its right to indemnify be indemnified under this Section 6.3 with respect to such Indemnitee claim. Notwithstanding anything contained herein to the contrary, an Indemnified Party will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Indemnified Party shall waive its right to indemnification under this Section 6.3 with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee claim with respect to such claim, plus interest at year or any other taxable year the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome materially adversely affected as a result of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxwaiver).

Contests. If a written any claim is shall be made against an Indemnitee any Indemnified Party or Lessor Party or if any proceeding is shall be commenced against an Indemnitee any Indemnified Party or Lessor Party (including a written notice of such proceeding) for Taxes any Tax as to which Lessee could there may be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunderpursuant to this Section 5.04 or Section 9.26, such Indemnitee Indemnified Party or Lessor Party shall promptly give Lessee notice (and in any event, within thirty (30) days) notify the Company in writing of such claim (provided, however, provided that the failure to provide such notice so notify the Company within thirty (30) days shall not affect Lesseealter the Indemnified Party's obligations hereunder or Lessor Party's rights under this Section 5.04 or Section 9.26, except to the Owner Participant unless extent such failure shall precludes or materially adversely affect affects the right ability to conduct a contest such claimof any indemnified Taxes) and shall not take any action with respect to such claim claim, proceeding or Tax without the written consent of Lessee the Company (such consent not to be unreasonably withheld or unreasonably delayed) for 30 thirty (30) days following after the receipt of such notice by Lesseethe Company; provided, however, thatthat in the case of any such claim or proceeding, if such Indemnitee Indemnified Party or Lessor Party shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnitee shall, Indemnified Party or Lessor Party shall in such notice to Lesseethe Company, so inform Lesseethe Company, and such Indemnitee Indemnified Party or Lessor Party shall not take no any action with respect to such claim, proceeding or Tax without the consent of the Company (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so ten (it being understood that an Indemnitee 10) days after the receipt of such notice by the Company unless such Indemnified Party or Lessor Party shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 3010-day period. The Company shall be entitled for a period if of thirty (A)(I30) days from receipt of such notice from the failure Indemnified Party or Lessor Party (or such shorter period as the Indemnified Party or Lessor Party has notified the Company is required by law or regulation for the Indemnified Party or Lessor Party to commence such contest), to request in writing that the Indemnified Party or Lessor Party contest the imposition of such Tax, at the Company's sole cost and expense. If (x) such contest can be pursued in the name of the Company and independently from any other proceeding involving a Tax liability of such Indemnified Party or Lessor Party for which the Company has not agreed to indemnify such Indemnified Party or Lessor Party, (y) such contest must be pursued in the name of such Indemnified Party or Lessor Party, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnified Party or Lessor Party for which the Company has not agreed to indemnify such Indemnified Party or Lessor Party or (z) such Indemnified Party or Lessor Party so pay requests, then the Company shall be permitted to control the contest of such claim, provided, that by taking control of the contest, the Company acknowledges that it is responsible for the Tax would result ultimately determined to be due by reason of such claim, provided further that in substantial penalties the case of a contest described in clause (unless immediately reimbursed x), (y) or (z), if such Indemnified Party or Lessor Party reasonably determines in good faith that such contest by Lesseethe Company could have a material adverse impact on the business or operations of such Indemnified Party or Lessor Party and provides a written explanation to the Company of such determination, such Indemnified Party or Lessor Party may elect to control or reassert control of the contest, and provided further, that in determining the application of clauses (x) and (y) of this sentence, such Indemnified Party or Lessor Party shall take any and all reasonable steps to segregate claims for any Taxes for which the act Company indemnifies hereunder from Taxes for which the Company is not obligated to indemnify hereunder, so that the Company can control the contest of paying the Tax would not prejudice former. In all other claims requested to be contested by the right Company, the Indemnified Party or Lessor Party shall control the contest of such claim and shall conduct such contest in good faith. In no event shall the Company be permitted to contest (or the Indemnified Party or Lessor Party be required to contest) any claim (IIA) if such Indemnified Party or Lessor Party provides the failure Company with a legal opinion of independent counsel that such action, suit or proceeding involves a material risk of imposition of criminal liability or could involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Property or any part of any thereof unless the Company shall have posted and maintained a bond or other security reasonably satisfactory to so pay would result the relevant the Indemnified Party or Lessor Party in criminal penalties and respect to such risk, (B) if an Event of Default has occurred and is continuing, unless the Company shall have posted and maintained a bond or other security satisfactory to the relevant Indemnified Party or Lessor Party in respect of the Taxes subject to such Indemnitee shall act claim and any and all expenses for which the Company is responsible hereunder reasonably foreseeable in connection with paying the Tax in contest of such claim, (C) unless the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee Company shall have agreed in writing to keep such information confidential other than pay and shall pay to the extent necessary in order to contest the claimrelevant Indemnified Party or Lessor Party within thirty (30) furnish Lessee with copies days of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including written demand therefor all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees expenses that such Indemnitee shall Indemnified Party or Lessor Party may incur in connection with contesting such claimTax including all reasonable legal, accounting and investigatory fees and disbursements, or (BD) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement of such contest on contest, unless the Company shall provide to the Indemnified Party or Lessor Party an interest-free basis and advance in an amount equal to the Tax that the Indemnified Party or Lessor Party is required to pay (with no additional net after-tax cost costs (including Taxes) to such Indemnitee (Indemnified Party or Lessor Party). In addition, for the Indemnified Party or Lessor Party controlled contests and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that claims contested in the action to be taken will not result in any material risk of forfeiture, sale or loss name of the Aircraft Indemnified Party or Lessor Party in a public forum, no contest shall be required (A) unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit involving such Indemnified Party or Lessor Party with respect to any period for which Lessee would have there may be an indemnity obligation under this Section 6(b)(iv)5.04 or Section 9.26) is at least exceeds $3,000. Notwithstanding the foregoing75,000 and (B) unless, if requested by the Indemnified Party or Lessor Party, the Company shall have provided to the Indemnified Party or Lessor Party an opinion of independent tax counsel selected by the Company and reasonably acceptable to such Indemnified Party or Lessor Party, that a reasonable basis exists to contest such claim. In no event shall an Indemnified Party or Lessor Party be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment, provided, however, that if the Indemnified Party or Lessor Party is the controlling party and the Company recommends the acceptance of a settlement offer made by the relevant Governmental Authority and the Indemnified Party or Lessor Party rejects such settlement offer, then the amount for which the Company will be required to indemnify the Indemnified Party or Lessor Party with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party and its counsel reasonably informed as to the progress of the contest, and shall provide the noncontrolling party and its counsel with a copy of (or appropriate excerpts from) any Indemnitee reports or claims issued by the relevant auditing agent or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. The Indemnified Party or Lessor Party shall releasesupply the Company with such information and documents (or relevant portions thereof) reasonably requested by the Company as are necessary or advisable for the Company to participate in any action, waivesuit or proceeding to the extent permitted by this Section 5.04(h) and the Company shall promptly reimburse such Indemnified Party or Lessor Party for the reasonable expenses of supplying such information or documents; provided, however, that the Indemnified Party or Lessor Party shall not be required to provide to the Company copies of its tax returns or any other information, documentation or materials that it deems to be confidential or proprietary. No Indemnified Party or Lessor Party shall enter into any settlement or other compromise or settle fail to appeal an adverse ruling with respect to any claim which may is entitled to be indemnifiable by Lessee pursuant to indemnified under this Section 6(b5.04 or Section 9.26 (and with respect to which contest is required under this Section 5.04(h)) without the prior written permission consent of Lesseethe Company (such consent not to be unreasonably withheld), Lessee's obligation unless the Indemnified Party or Lessor Party waives its right to indemnify be indemnified under this Section 5.04 or Section 9.26 with respect to such Indemnitee claim. Notwithstanding anything contained herein to the contrary, the Indemnified Party or Lessor Party will not be required to contest (and the Company shall not be permitted to contest) a claim with respect to the imposition of any Tax if (i) the Indemnified Party or Lessor Party shall waive its right to indemnification under this Section 5.04 or Section 9.26 with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee claim with respect to such claim, plus interest at year or any other taxable year the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome materially adversely affected as a result of such claimwaiver) or (ii) such Tax is the sole result of a claim of a continuing and (B) shall pay to Lessee any amount consistent nature, which claim has previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by resolved against the relevant taxing authority with respect Indemnified Party or Lessor Party (unless a change in Law or facts has occurred since such prior adverse resolution and the Company provides an opinion of independent tax counsel reasonably acceptable to the Indemnified Party or Lessor Party to the effect that it is more likely than not that such change in Law or facts will result in a refund favorable resolution of such Taxthe claim at issue).

Contests. If a written any claim is shall be made against an any Tax Indemnitee or if any proceeding is shall be commenced against an any Tax Indemnitee (including a written notice of such proceeding) for Taxes any Imposition as to which the Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could may have an indemnity obligation hereunderpursuant to this Section 13.5, or if any Tax Indemnitee shall determine that any Imposition to which the Lessee may have an indemnity obligation pursuant to this Section 13.5 may be payable, such Tax Indemnitee shall promptly give (and in any event, within 30 days) notify the Lessee notice in writing of such claim (provided, however, provided that the failure to provide such notice so notify the Lessee within 30 days shall not affect Lesseealter such Tax Indemnitee's obligations hereunder rights under this Section 13.5 except to the Owner Participant unless extent such failure shall precludes or materially adversely affect affects the right ability to conduct a contest such claimof any indemnified Taxes) and shall not take any action with respect to such claim claim, proceeding or Tax Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days following after the receipt of such notice by the Lessee; provided, however, thatthat in the case of any such claim or proceeding, if such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Tax Indemnitee shall, shall in such notice to the Lessee, so inform the Lessee, and such Tax Indemnitee shall not take no any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so (it being understood that an 10 days after the receipt of such notice by the Lessee unless such Tax Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 3010-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest)period. In addition, such Indemnitee shall (provided that The Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies be entitled for a period of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its from receipt of such noticenotice from such Tax Indemnitee (or such shorter period as such Tax Indemnitee has notified the Lessee is required by law or regulation for such Tax Indemnitee to commence such contest), to request in writing that such Tax Indemnitee shallcontest the imposition of such Tax, at the expense Lessee's expense. If (x) such contest can be pursued in the name of the Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount independently from any other proceeding involving a Tax liability of such Taxes by (X) resisting payment thereofTax Indemnitee for which the Lessee has not agreed to indemnify such Tax Indemnitee, (Yy) such contest must be pursued in the name of such Tax Indemnitee, but can be pursued independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee has not paying the same except under protest if protest is necessary and proper agreed to indemnify such Tax Indemnitee or (Zz) if such Tax Indemnitee so requests, then the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee Lessee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee permitted to control the conduct contest of any such proceeding and shall provide to Lessee such information or data claim, provided that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemniteedescribed in clause (y), if such Tax Indemnitee shall consult with Lessee determines reasonably and in good faith regarding that such contest by the manner Lessee could have a material adverse impact on the business or operations of contesting such Tax Indemnitee and provides a written explanation to the Lessee of such determination, such Tax Indemnitee may elect to control or reassert control of the contest, and provided, that by taking control of the contest, the Lessee acknowledges that it is responsible for the Imposition ultimately determined to be due by reason of such claim, and provided, further, that in determining the application of clauses (x) and (y) of the preceding sentence, each Tax Indemnitee shall take any and all reasonable steps to segregate claims for any Taxes for which the Lessee indemnifies hereunder from Taxes for which the Lessee is not obligated to indemnify hereunder, so that the Lessee can control the contest of the former. In all other claims requested to be contested by the Lessee, such Tax Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee. In no event shall the Lessee be permitted to contest (or such Tax Indemnitee required to contest) any claim, (A) if such Tax Indemnitee provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Property or any part of any thereof unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Tax Indemnitee in respect to such risk, (B) if an Event of Default has occurred and is continuing unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Tax Indemnitee in respect of the Taxes subject to such claim and shall keep any and all expenses for which the Lessee is responsible hereunder reasonably informed regarding foreseeable in connection with the progress contest of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) claim, (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contestC) unless (A) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on demand all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall may incur in connection with contesting such claimImposition including all reasonable legal, accounting and investigatory fees and disbursements, or (BD) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement of contest, unless the Lessee shall provide to such contest on Tax Indemnitee an interest-free basis and advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax cost costs to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of such Tax Indemnitee in a public forum, no contest shall be required: (DA) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit involving such Tax Indemnitee with respect to any period for which the Lessee would have may be liable to pay an indemnity obligation under this Section 6(b)(iv13.5(b)) exceeds $75,000 or (B) unless, if requested by such Tax Indemnitee, the Lessee shall have provided to such Tax Indemnitee an opinion of counsel selected by the Lessee (which may be in-house counsel) (except, in the case of income taxes indemnified hereunder which shall be an opinion of independent tax counsel selected by such Tax Indemnitee and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim. In no event shall a Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgement, provided, however, that if such Tax Indemnitee is the controlling party and the Lessee recommends the acceptance of a settlement offer made by the relevant Governmental Authority and such Tax Indemnitee rejects such settlement offer then the amount for which the Lessee will be required to indemnify such Tax Indemnitee with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such -50- 52 Participation Agreement settlement offer had been accepted. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Tax Indemnitee shall at least $3,000the Lessee's expense supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 13.5(b). Notwithstanding anything in this Section 13.5(b) to the foregoingcontrary, if any no Tax Indemnitee shall release, waive, enter into any settlement or other compromise or settle fail to appeal an adverse ruling with respect to any claim which may is entitled to be indemnifiable by Lessee pursuant to indemnified under this Section 6(b13.5 (and with respect to which contest is required under this Section 13.5(b)) without the prior written permission consent of the Lessee, Lessee's obligation unless such Tax Indemnitee waives its right to indemnify be indemnified under this Section 13.5 with respect to such claim. Notwithstanding anything contained herein to the contrary, a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification from Lessee under this Section 13.5 with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee claim with respect to such claim, plus interest at year or any other taxable year the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome materially adversely affected as a result of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxwaiver).

Contests. If a written any claim is shall be made against an any Tax -------- Indemnitee or if any proceeding is shall be commenced against an any Tax Indemnitee (including a written notice of such proceeding) for Taxes any Imposition as to which the Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could may have an indemnity obligation hereunderpursuant to this Section 13.5, or if ------------ any Tax Indemnitee shall determine that any Imposition to which the Lessee may have an indemnity obligation pursuant to this Section 13.5 may be payable, such ------------ Tax Indemnitee shall promptly give shall, within thirty (30) days, notify the Lessee notice in writing of such claim (provided, however, provided that the failure to provide such notice so notify the Lessee within thirty (30) days shall not affect Lesseealter such Tax Indemnitee's obligations hereunder rights under this Section 13.5 except to the Owner Participant unless extent ------------ such failure shall materially adversely affect precludes the right ability to conduct a contest such claimof any indemnified Taxes) and shall not take any action with respect to such claim claim, proceeding or Tax Impositions without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 thirty (30) days following after the receipt of such notice by the Lessee; provided, however, thatthat in the case of any -------- ------- such claim or proceeding, if such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Tax Indemnitee shall, shall in such notice to the Lessee, so inform the Lessee, and such Tax Indemnitee shall not take no any action with respect to such claim, proceeding or Impositions without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for as long as it is legally able to do so ten (it being understood that an 10) days after the receipt of such notice by the Lessee unless such Tax Indemnitee shall be entitled required by law or regulation to pay the Tax claimed and ▇▇▇ for a refund take action prior to the end of such 3010-day period. The Lessee shall be entitled for a period if of sixty (A)(I60) days from receipt of such notice from such Tax Indemnitee (or such shorter period as such Tax Indemnitee has notified the failure Lessee is required by law or regulation for such Tax Indemnitee to commence such contest), to request in writing that such Tax Indemnitee contest the imposition of such Tax, at the Lessee's expense. If (x) such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax liability of such Tax Indemnitee for which the Lessee has not agreed to indemnify such Tax Indemnitee or (y) such Tax Indemnitee so pay requests, then the Lessee shall be permitted to control the contest of such claim, provided, that by taking control of the contest, the Lessee acknowledges that it is responsible for the Impositions ultimately determined to be due by reason of such claim. In all other claims requested to be contested by the Lessee, such Tax would result in substantial penalties (unless immediately reimbursed by Indemnitee shall control the contest of such claim, acting through counsel reasonably acceptable to the Lessee) and . In no event shall the act of paying the Tax would not prejudice the right Lessee be permitted to contest (or such Tax Indemnitee required to contest) any claim (IIA) if such Tax Indemnitee provides the failure Lessee with a legal opinion of counsel reasonably acceptable to so pay would result the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Property Lien) on the Property or any part of any thereof unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Tax Indemnitee in criminal penalties and its sole discretion in respect to such risk, (B) if a Lease Event of Default has occurred and is continuing, unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Tax Indemnitee in its sole discretion in respect of the Taxes subject to such Indemnitee shall act claim and any and all expenses for which the Lessee is responsible hereunder is reasonably foreseeable in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereofclaim, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Indemnitee's control or possession that is reasonably necessary to conduct such contest. In the case of a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contestC) unless (A) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on demand all reasonable out-of-pocket costs costs, losses and reasonable attorney and accountants fees expenses that such Tax Indemnitee shall may incur in connection with contesting such claimImpositions including all reasonable legal, accounting and investigatory fees and disbursements, or (BD) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid Tax prior to the commencement of contest, unless the Lessee shall provide to such contest on Tax Indemnitee an interest-free basis and advance in an amount equal to the Impositions that the Tax Indemnitee is required to pay (with no additional net after-tax cost costs to such Indemnitee (and such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Tax Indemnitee). In addition, for Tax Indemnitee controlled contests and claims contested in the name of such Tax Indemnitee in a public forum, no contest shall be required: (DA) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and potential indemnity (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of taking into account all similar or logically related claims that have been or could be raised with any or all of the other Aircraft leased by the Owner Participant to Lessee or raised in any other audit involving such Tax Indemnitee with respect to any period for which the Lessee would have may be liable to pay an indemnity obligation under this Section 6(b)(iv13.5(b)) exceeds $100,000 and (B) unless, if requested by such Tax -------------- Indemnitee, the Lessee shall have provided to such Tax Indemnitee an opinion of counsel selected by the Lessee and reasonably acceptable to such Tax Indemnitee (except, in the case of income taxes indemnified hereunder, in which case such opinion shall be an opinion of independent tax counsel selected by such Tax Indemnitee and reasonably acceptable to the Lessee) that a reasonable basis exists to contest such claim (or, in the case of an appeal of an adverse determination, and opinion of such counsel to the effect that there is substantial authority for the position asserted in such appeal). In no event shall an Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. In addition, an Tax Indemnitee shall not be required to contest any claim in its name (or that of an Affiliate) if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 13.5(b), unless there shall have been a -------------- change in law (or interpretation thereof) and the Tax Indemnitee shall have received, at least $3,000the Lessee's expense, an opinion of independent tax counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee stating that as a result of such change in law (or interpretation thereof), it is more likely than not that the Tax Indemnitee will prevail in such contest. The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes but the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgement. In addition, the controlling party shall keep the noncontrolling party reasonably informed as to the progress of the contest, and shall provide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, in connection with such claim or the contest thereof. Each Tax Indemnitee shall, at the Lessee's expense, supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 13.5(b). Notwithstanding -------------- anything in this Section 13.5(b) to the foregoingcontrary, if any no Tax Indemnitee shall release, waive, enter -------------- into any settlement or other compromise or settle fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 13.5 ------------ (and with respect to which contest is required under this Section 13.5(b)) -------------- without the prior written consent of the Lessee, unless such Tax Indemnitee waives its right to be indemnified under this Section 13.5 with respect to such ------------ claim. No settlement of any contest may be indemnifiable made by the Lessee pursuant without the Tax Indemnitee's written consent, which consent shall not be unreasonably withheld. Notwithstanding anything contained herein to the contrary, a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee 13.5 ------------ with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee claim with respect to such claim, plus interest at year or any other taxable year the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome materially adversely affected as a result of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxwaiver).

Contests. If (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of (i) the initiation of any audit or other examination by a written claim is made against an Indemnitee or if taxing authority of any proceeding is commenced against an Indemnitee Pre-Closing Period and (including a ii) any written notice of such proceeding) a proposed assessment or claim in an audit or administrative or judicial proceeding of the Purchaser or any member of the Target Group which, if determined adversely to the taxpayer, would be grounds for Taxes as to which Lessee could be liable for payment or indemnity hereunder, or if an Indemnitee makes a determination that a Tax is due for which Lessee could have an indemnity obligation hereunder, such Indemnitee shall promptly give Lessee notice in writing of such claim (indemnification under this Article VII; provided, however, that the failure to provide give such notice shall will not affect Lessee's obligations hereunder the Purchaser’s right to indemnification under this Article VII except to the Owner Participant unless extent, if any, that such failure shall to promptly provide notice materially adversely affect affected the right ability of the Seller to contest such claim) and shall not take any action with respect to such claim successfully avoid or Tax without the consent of Lessee for 30 days following the receipt of such notice by Lessee; provided, however, that, if such Indemnitee shall be required by law to take action prior to the end of such 30-day period, such Indemnitee shall, in such notice to Lessee, so inform Lessee, and such Indemnitee shall take no action for as long as it is legally able to do so (it being understood that an Indemnitee shall be entitled to pay materially reduce the Tax claimed and ▇▇▇ for a refund prior to liability in question. (b) In the end case of such 30-day period if (A)(I) the failure to so pay the Tax would result in substantial penalties (unless immediately reimbursed by Lessee) and the act of paying the Tax would not prejudice the right to contest an audit or (II) the failure to so pay would result in criminal penalties and (B) such Indemnitee shall act in connection with paying the Tax in the manner that is the least prejudicial to the pursuit of the contest). In addition, such Indemnitee shall (provided that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within 30 days after its receipt of such notice, such Indemnitee shall, at the expense of Lessee (including all reasonable out-of-pocket costs and reasonable attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest) through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and proper or (Z) if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, except that the Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. If and to the extent the Indemnitee is able to separate the contested issue or issues from other issues arising in the same administrative or judicial proceeding that are unrelated relates to Pre-Closing Period, the transactions contemplated by Seller shall have the Operative Documents without, right at its expense to participate in the good faith judgment of such Indemnitee, adversely affecting such Indemnitee, such Indemnitee shall permit Lessee to and control the conduct of such audit or proceeding; the Purchaser also may participate, at its own expense, in any such audit or proceeding, provided that the Purchaser may not settle such audit or proceeding and shall provide without the Purchaser’s consent if the Seller does not agree prior to Lessee entering into such information settlement to pay the resulting Tax. I If the Seller does not assume the control of any such audit or data that is proceeding, the Purchaser may defend the same in such Indemnitee's control manner as it may deem appropriate, including settling such audit or possession that is reasonably necessary proceeding, subject to conduct such contestthe Seller’s consent, which shall not be unreasonable withheld or delayed. In the case of event that issues relating to a contest controlled by an Indemnitee, such Indemnitee shall consult with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest. An Indemnitee shall not fail to take any action expressly required by this Section 6(b)(iv) (including, without limitation, any action regarding any appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, in no event shall an Indemnitee be required to pursue any contest (or to permit Lessee to pursue any contest) unless (A) Lessee shall have agreed to pay such Indemnitee on demand all reasonable out-of-pocket costs and reasonable attorney and accountants fees that such Indemnitee shall incur in connection with contesting such claim, (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that potential adjustment are required to be paid prior contested in the same audit or proceeding as separate issues relating to a potential adjustment for which the Purchaser would be liable, the Purchaser shall have the right, at its expense, to control the audit or proceeding with respect to the commencement latter issues, except to the extent that it would be harmful to the Seller. (c) With respect to issues relating to a potential adjustment for which both the Seller and the Purchaser or any member of the Target Group could be liable, (i) both the Seller and the Purchaser may participate in the audit or proceeding and (ii) the audit or proceeding shall be controlled by the Purchaser, and the Seller and Purchaser shall take commercially reasonable efforts to separate such contest on an interestaudit or proceeding so that issues relating to each of them can be handled separately. The principle set forth in this Section 7.04(c) also shall govern for purposes of deciding any issue that must be decided jointly (including choice of judicial forum) in situations in which separate issues are otherwise controlled under this Article VII by the Purchaser and the Seller. (d) With respect to any Tax audit or proceeding for a Pre-free basis and with no additional net after-tax cost Closing Period, neither the Purchaser nor the Seller shall enter into any compromise or agree to settle any claim pursuant to such Indemnitee (and audit or proceeding which would adversely affect the other party for such Indemnitee shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any tax benefits resulting from making any such payment), (C) such Indemnitee shall have reasonably determined that taxable period or a subsequent taxable period without the action to be taken will not result in any material risk of forfeiture, sale or loss of the Aircraft (unless Lessee shall have made provisions to protect the interests of any such Indemnitee), (D) no Lease Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to such Indemnitee before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such Indemnitee for reasonable expenses, and (E) in the case of a contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all similar or logically related claims that have been or could be raised with any or all written consent of the other Aircraft leased by party, which consent shall be timely and shall not be unreasonably withheld, delayed or conditioned. The Purchaser and the Owner Participant Seller agree to Lessee cooperate, and the Purchaser agrees to cause its Affiliates to cooperate, in the defense against or raised compromise of any claim in any other such audit for which Lessee would have an indemnity obligation under this Section 6(b)(iv)) is at least $3,000. Notwithstanding the foregoing, if any Indemnitee shall release, waive, compromise or settle any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's obligation to indemnify such Indemnitee with respect to such claim (and all directly related claims and claims based on the outcome of such claim) shall terminate, subject to this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced to such Indemnitee with respect to such claim, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Tax. Notwithstanding anything contained in this Section 6(b), an Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise any claim without Lessee's consent if such Indemnitee (A) shall waive its right to indemnity under this Section 6(b), with respect to such Tax (and any directly related claim and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay to Lessee any amount previously paid or advanced by Lessee pursuant to this Section 6(b) with respect to such Tax, plus interest at the rate that would have been payable by the relevant taxing authority with respect to a refund of such Taxproceeding.