Common use of Contests Clause in Contracts

Contests. If a written claim is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify 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 any event within 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, unless (a) the Tax Indemnitee is required to do so by law 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.

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 xxx 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 against a Tax Indemnitee for any relating to such Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax to which the hereunder. If requested by 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 any event writing within twenty (20) 30 days after its receipt of such notice, such Indemnitee shall, at the written Tax Claim or its determination, as applicableexpense 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 shall furnish Lessee with copies judicial proceedings the validity, applicability or amount of such Tax Claim Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and all other writings received from proper or (Z) if the taxing authority payment is made, using reasonable efforts 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 obtain a contest of the Tax Claim)refund thereof in an appropriate administrative and/or judicial proceeding. 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 If requested to do so by law Lessee, the Indemnitee shall appeal any adverse administrative or regulation or judicial decision, except that the failure Indemnitee shall not be required to pay such Tax Claim could result in a material adverse financial, legal or other consequence pursue any appeals 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 Indemnitiee, or the Tax Indemnitee's tax returns, books, or records)United States Supreme Court. 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall elect; provided, however, that and to the extent (i) the contest involves only Taxes constituting property taxes, sales taxes, Indemnitee is able to separate the contested issue or use taxes, (ii) the contest does not involve any taxes that the Lessee is not required to indemnify the Tax Indemnitee or taxes and issues from other issues relating to a Tax Indemnitee arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative AgreementsDocuments without, (iii) the contest can be pursued in the name 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 and independently from any other proceeding involving a Tax Claim 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 Tax Indemnitee for which Lessee has not agreed in writing to indemnify such Tax contest controlled by an 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 consult with Lessee in good faith regarding the Lessee. Notwithstanding manner of contesting such claim and shall keep Lessee reasonably informed regarding the preceding sentence, if (a) such contest would involve any other type progress 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 . An Indemnitee shall not fail to take any such contest shall be conducted action expressly required 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: (i6(b)(iv) 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 towithout limitation, 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 event of an action regarding any appeal of an adverse court determination with respect to any claim) or administrative agency decisionsettle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, that as a result of a change in law no event shall an Indemnitee be required to pursue any contest (or fact it is more likely than not that an appellate court or an administrative agency or decision making body with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; to permit Lessee to pursue any contest) unless (iiiA) the 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 expenses reasonable attorney and accountants fees that such Tax Indemnitee may shall incur in connection with contesting such claim claim, (including, without limitation, all reasonable legal and accounting fees and disbursements); (ivB) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default claim, Lessee shall have occurred and shall have been continuing, unless advance 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 amount thereof or on any interest therein, and which bond or other security will be for an amount equal plus (to the sum of (Iextent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the costs commencement of such contest (as reasonably estimated by such Tax Indemnitee in good faith) on an interest-free basis and the Taxes which may be required to be indemnified and (II) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant with no additional net after-tax cost to such obligation; Indemnitee (vand 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 Tax Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of saleforfeiture, forfeiture sale or loss of, or of the creation of any Lien, or the Aircraft (unless Lessee shall have or otherwise made a provision provisions to protect the interest interests of any such Tax Indemnitee Indemnitee), (in a manner satisfactory 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 Tax Indemnitee in its sole discretion)before proceeding with such contest, on the Equipment or any portion thereof or any interest therein; (vi) 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 alone, orthat 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 subject matter thereof shall be written permission of a continuing or recurring natureLessee, when aggregated with substantially identical potential claims Lessee's obligation to indemnify such Indemnitee 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 claim (and at no after-tax costs all directly related claims and claims based on the outcome of such claim) shall terminate, subject to the Lessorthis Section 6(b)(iv), the Owner Participant and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or other Tax Indemnitee); and (viii) there is no risk of imposition of criminal liability or penalties. The Lessee shall cooperate with the Tax advanced to such Indemnitee in good faith with respect to any contest controlled and conducted such claim, plus interest at the rate that would have been payable by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or the highest court in Canada or Mexico. The Tax Indemnitee shall cooperate relevant taxing authority with respect to any contest controlled and conducted by the Lessee and the Lessee shall consult with the Tax Indemnitee regarding the conduct a refund 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 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 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, 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 determinationTax. Notwithstanding anything contained in this Section 7.16(b), a Tax an 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 7.1 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 the Lessee any amount previously paid or advanced by the Lessee pursuant to this Section 7.1 6(b) with respect to such Tax ClaimTax, less any reasonable costs and expenses of plus interest at the Tax Indemnitee prior rate that would have been payable by the relevant taxing authority with respect to such payment in respect a refund of such Tax ClaimTax.

Contests. If a written claim is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify against hereunder is liable for a payment 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")under this Lease, then such Tax Indemnitee shall will promptly give the Lessee written notice in writing of such Tax Claim promptly (but in any event within twenty (20) days after its receipt of the written Tax Claim or its determinationclaim; PROVIDED, as applicable)HOWEVER, and shall furnish Lessee with copies of that such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim (but Indemnitee's failure to so notify the Lessee shall give notice will not relieve the Lessee of its obligations hereunder except to the extent that it such failure actually or effectively precludes (i) results in the ability imposition of penalties or interest by the applicable taxation authority or (ii) has a material adverse impact upon Lessee's right to contest such Taxes in accordance with this Section 1.03. So long as (i) a contest of such 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 or, if required by applicable law, an adequate bond has been posted, (iii) in the event the Tax Indemnitee decides after consultation with the Lessee to conduct a contest of pay the Tax Claim). The prior to the contest, the Lessee shall have provided to the Tax Indemnitee shall not pay such an interest-free advance in an amount equal to the Tax Claim until at least thirty (30) days after providing the Lessee with such written notice, unless (a) which the Tax Indemnitee is required to do so by law 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 Indemniteepay, 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 Event of the Lessor, the Owner Participant, or other Tax Indemnitee shall be reimbursed by the Lessee. Notwithstanding the preceding sentence, if Default described in clauses (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), (g), (h), (i), or (cj) an Equity Insufficiency Circumstance existsof Section 17.01 of the Lease shall have occurred and be continuing, then such Tax Indemnitee mayat Lessee's written request will in good faith, in its sole discretion, control such contest with due diligence and at Lessee's expense (including selecting paying the forum for such contest, reasonable legal 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 accounting fees of such Tax Indemnitee). In no event shall such Tax Indemnitee be required , contest (or the permit Lessee be permitted to contest any Tax for which its own name if permitted by applicable Law or in 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 name 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 on behalf 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (includingthe validity, without limitation, all reasonable legal and accounting fees and disbursements); (iv) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) applicability 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax ClaimTaxes.

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 by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee liable under this Agreement, Purchaser 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 upon receipt of such Tax Claim promptly (assertion, promptly, but in any no event within more than twenty (20) days after its receipt of Business Days from such receipt, inform Seller in writing and Seller shall have the written Tax Claim right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or its determination, as applicable), and shall furnish Lessee with copies of such Tax Claim and all other writings received from the taxing authority dispute to the extent relating 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 (but failure to so notify the Lessee shall not relieve the Lessee of its obligations hereunder claim, assessment or dispute, except to the extent that it effectively precludes such proceedings affect the ability 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 Lessee to conduct a contest amount 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 noticeTaxes for which both Seller and Purchaser may be liable, unless (a) the Tax Indemnitee is required to do so by law 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall elect; provided, however, that to the extent (i) the contest involves only Taxes constituting property taxes, sales taxes, or use taxeseach such Party may participate in any resulting proceedings, (ii) the contest does not involve any taxes that the Lessee is not required to indemnify the Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated proceedings shall be controlled by the Operative Agreements, 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 settle the contest can be pursued in proceedings without the name consent of the Lessee and independently from any other proceeding involving a Tax Claim of a Tax Indemnitee for Party, which Lessee has shall not agreed in writing to indemnify such Tax Indemniteebe unreasonably withheld, and (iv) no Equity Insufficiency Circumstance existsconditioned or delayed, 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, provided however, that at such Tax Indemnitee's optionwhen an amount in dispute is $250,000 or less, such contest shall be conducted by the Lessee in Party that would bear 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 burden of the contest clearly demonstrate that the Tax is not an Indemnified Tax unless the Lessee's conduct greater portion 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 adjustment and any corresponding adjustments that may reasonably be anticipated for future taxable periods may settle any such proceeding on behalf of such contest (as reasonably estimated by such Tax Indemnitee in good faith) and both Parties without the Taxes which may be required to be indemnified and (II) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value consent of the amounts not yet due pursuant to such obligation; (v) such other Party if the Party bearing the greater burden obtains a Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion)Opinion, on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 which both Parties 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 Lessee's sole expenserely, to the effect that such change the settlement is favorable to reasonable based on the position facts and circumstances of the issue which such Tax Indemnitee or is the Lessee, as the case may be, had asserted in such previous contest and as a result basis of such change, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claimproceeding.

Contests. If a written claim is made by Whenever any taxing authority against provides notice of an inquiry, audit, examination, proceeding or makes a Tax Indemnitee written assertion of a claim for any or dispute regarding, or assessment of, Taxes with respect to which the Lessee may be required to indemnify 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")) for which Seller is liable or required to provide indemnification under this Agreement, then Purchaser shall, if informed of such Tax Indemnitee shall give the Lessee written notice of an inquiry, audit, examination, proceeding, assertion or assessment, inform Seller within fifteen (15) calendar days; provided, however, that any failure to inform Seller shall not relieve Seller of its obligation to provide the indemnity required hereunder as to such Tax Claim promptly (but in any event within 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 such failure has materially prejudiced Seller's ability of the Lessee to conduct a contest of the defend such Tax Claim. Seller shall have the right to control any resulting inquiry, audit, examination or proceedings and to determine whether and when to settle any resulting claim, assessment or dispute to the extent such inquiry, audit, examination, proceedings or determinations affect the amount of Taxes for which Seller is liable or required to provide indemnification under this Agreement (including those attributable to the Straddle Period). The Tax Indemnitee ; provided, however, that (A) Seller shall have acknowledged that it is liable to the Purchaser Indemnified Parties for such Taxes under Section 6.6(b) (or the applicable portion of Taxes for such period, in the case of Taxes attributable to the Straddle Period); (B) Seller shall conduct such proceedings in a commercially reasonable manner; (C) Purchaser, the Company and the Subsidiaries may participate in such proceedings at their own expense; (D) Seller shall not pay compromise or settle, or agree to compromise or settle, any Tax Claim without Purchaser's consent (which shall not be unreasonably withheld or delayed); (E) if Seller does not so elect, Purchaser shall control the prosecution and defense of such Tax Claim, which shall be conducted in a commercially reasonable manner; and (F) if Purchaser so elects, it may override Seller's election to control the prosecution and defense of such Tax Claim, in which case the Purchaser Indemnified Parties shall be deemed to have waived their rights to indemnification for such Tax Claim. Whenever any taxing authority makes a Tax Claim for which Purchaser is liable or required to provide indemnification under this Agreement, Seller shall, if informed of such notice of an inquiry, audit, examination, proceeding, assertion or assessment, inform Purchaser within fifteen (15) calendar days; provided, however, that any failure to inform Purchaser shall not relieve Purchaser of its obligation to provide the indemnity required hereunder as to such Tax Claim until at least thirty except to the extent that such failure has materially prejudiced Purchaser's ability to defend such Tax Claim. Purchaser shall have the right to control all proceedings relating to Tax Claims (301) days after providing that Seller does not have the Lessee with such written notice, unless right to control under this Section 6.6(e) or (a2) that do not relate exclusively to Taxes of the Tax Indemnitee is required to do so by law or regulation Company or the failure to pay such Subsidiaries for Pre-Effective 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 Indemnitiee, Periods 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall electStraddle Period; 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim could reasonably be expected to materially affect the amount of a Tax Indemnitee Taxes for which Lessee has Seller is liable under or required to provide indemnification under this Agreement, (1) Purchaser shall conduct such proceedings in a commercially reasonable manner; and (2) Purchaser shall not agreed in writing compromise or settle, or agree to indemnify compromise or settle, such Tax Indemnitee, and Claim without Seller's consent (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 event of an appeal of an adverse court unreasonably withheld 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursementsdelayed); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.

Contests. If a taxing authority makes a written claim is made by any taxing authority against a Tax an Indemnitee for any Taxes Tax with respect to which the Lessee may be is required to indemnify against hereunder or if a Tax hereunder, such 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 promptly give the Lessee written notice of such Tax Claim promptly (but in any event within 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 claim. An Indemnitee's failure to so notify the provide such notice to Lessee shall not relieve the Lessee of its diminish Lessee's obligations or such Indemnitee's rights hereunder except to the extent that it effectively such failure precludes the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee shall not pay Lessee's and 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 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee ability to contest such Tax. If Lessee promptly (and, as in any event, within 15 days of receipt of notice from the Indemnitee) requests the Indemnitee to do so, the Indemnitee shall, at Lessee's expense, contest (or, at the Indemnitee's option, require Lessee to contest in Lessee's name, if permitted by law) the validity, applicability or amount of any such Tax. The Indemnitee shall determine in its sole discretion the forum in which the contest of such Tax Indemnitee shall elect; provided, however, that to the extent be pursued and whether such contest shall be by (i) the contest involves only Taxes constituting property taxesresisting payment thereof, sales taxes, or use taxesif lawful and practicable, (ii) not paying the contest does not involve any taxes that the Lessee same except under protest, if protest is not required to indemnify the Tax Indemnitee necessary or taxes advisable and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreementsproper, or (iii) if the contest can be pursued payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If 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 shall be by the Lessee could have a material adverse impact on such Tax Indemnitee's business or operations or involve risk manner described in either 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 clauses (ii) resisting payment of such Tax or (iii) paying above, Lessee shall advance sufficient funds on an after-tax, interest-free basis to the 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 seeking a refund thereof; providedthe 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, however, that at such Tax Indemnitee's option, such contest the Indemnitee shall be conducted by the Lessee in the name of such Tax Indemnitee). In no event shall such Tax Indemnitee only be required or the to contest (and Lessee shall only be permitted to contest contest) any Tax for which the Lessee is obligated to indemnify pursuant to this Section 7.1 unless: if (iA) 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 is of the Lessee and furnished at the Lessee's sole expense, opining opinion that there is a reasonable basis exists for contesting such claim or, the matter in the event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determinationquestion; (iiiB) 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 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) for all reasonable costs and expenses that incurred by such Tax Indemnitee may incur in connection with contesting such claim (including, 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 disbursementsadditions to tax); (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) 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 Lease or a Lease Event of Default shall have occurred and shall have been continuing, unless opinion that 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 thereinapplicable law has changed, 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (viE) 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 Tax at least issue exceeds $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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 7.1 judicial decision 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 it receives an opinion of independent tax counsel selected by the Tax such 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, 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 such appeal would be successful. Under no circumstances shall the Indemnitee be required to appeal a decision to or an administrative agency tribunal or decision making body with appellate jurisdiction, as request a hearing by the case may be, will reverse or substantially modify the adverse determinationUnited States Supreme Court. Notwithstanding anything contained Nothing in this Section 7.112.5 shall require any Indemnitee to contest, or permit Lessee to contest, a Tax Indemnitee will not be required claim with respect 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 indemnification under this Section 7.1 12.3 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.

Contests. If a written claim is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify 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 any event within twenty (20) days days) after its receipt of the written Tax Claim or its determination, as applicable)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 not relieve the Lessee of its obligations hereunder except only to the extent that it effectively precludes the ability of the Lessee to conduct a contest of the Tax Claimclaim). 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 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 Indemnitiee, or the Tax Indemnitee's tax returns, books, or records)requirement. 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)notice, then such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall elect; provided, however, that to the extent (i) the contest involves only Taxes constituting property taxes, sales taxes, or use taxes, (ii) the contest taxes and does not involve any taxes that the Lessee is not required to indemnify the Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee that which are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee Agreements 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) if no Equity Insufficiency Circumstance exists, such contest shall be undertaken by the Lessee at the Lessee's sole expense and the at no-after-tax costs of cost to the Lessor, Lessor or the Owner Participant, or other Tax Indemnitee shall be reimbursed by the Lessee. Notwithstanding the preceding sentence, but if (a) such contest would involve any other type of Tax, Tax or 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 Agreements or operations or involve risk of the imposition of criminal liability on a Tax Indemnitee, or (c) if 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, 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 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 and unambiguously demonstrate that the Tax is not an Indemnified Tax unless the Lessee's conduct of the contest materially prejudiced the Tax Indemniteeindemnified 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 and furnished at the Lessee's sole expense, opining to the effect that a reasonable basis exists for contesting such claim or, in the event of an appeal of an adverse a 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 IndemniteeParticipation Agreement (TRLI 2001-1C); and (viii) there is no risk of imposition of criminal liability or penalties. The Lessee shall cooperate with the Tax Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.

Contests. If a written claim is made In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any taxing authority against a Tax pending or threatened Claim, such Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or shall, if a Tax Indemnitee shall determine that any tax claim for indemnification in respect thereof is to which be made against the Lessee may have an indemnity obligation hereunder may be payable (a "Tax Claim")Lessee, then such Tax Indemnitee shall give the Lessee 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 Tax Claim promptly (but in any event within twenty (20) days after through its receipt own counsel, which shall be subject to the reasonable approval of the written Tax Claim or its determinationIndemnitee, as applicable), and shall furnish Lessee on behalf of the Indemnitee (with copies full right of such Tax Claim and all other writings received from the taxing authority subrogation 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 ClaimIndemnitee’s rights and defenses). The Tax Lessee must indicate its election to assume such defense by written notice to the Indemnitee shall not pay such Tax Claim until at least within thirty (30) days after providing following 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 of Claim; provided that such Indemnitee has given the Lessee with such written notice, unless (a) notice thereof. If the Tax Indemnitee is required Lessee denies liability or fails to do so by law or regulation or the failure to pay such Tax Claim could result in a material adverse financial, legal or other consequence respond to the Tax Indemnitee and (b) in notice within the written notice described time period set forth above, the Tax Indemnitee has notified may defend or compromise the Lessee Claim as it deems appropriate without prejudice to any 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 Indemnitiee, or the Tax Indemnitee's tax returns, books, or records)’s rights hereunder. If the Lessee shall so have elected to assume the defense of any such Claim, then upon the 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 Lessee, the Indemnitee requesting payment of indemnity under Section 7.1(a) shall promptly furnish the Lessee with copies of any records or documents pertaining to the expiration of 30 days)matter to be indemnified and, then such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall elect; provided, however, that to the extent (i) known by such Indemnitee, a reasonably detailed explanation of the contest involves only Taxes constituting property taxescircumstances 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 indemnity pursuant to Section 7.1(a), sales taxes, or use taxes, (ii) the contest does not involve any taxes that the Lessee is not required shall be subrogated to indemnify the Tax any right of Indemnitee or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name respect of the Lessee and independently from any other proceeding involving a Tax Claim of a Tax Indemnitee for matter against which Lessee such indemnity 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 Lesseebeen paid. 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) If the Lessee shall have acknowledged in writing (x) that it is solely responsible for elected to assume the defense of any Indemnified Tax resulting such Claim, upon the written request at any time and from any contest under its control, (y) its liability time to such Tax Indemnitee for all reasonable out time 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.

Contests. If a written claim is made by any taxing authority against a Tax an Indemnitee for any Taxes Tax with respect to which the Lessee may be is required to indemnify against hereunder or if a Tax hereunder, such 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 promptly give the Lessee written notice of such Tax Claim promptly (but in any event within 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 claim. An Indemnitee's failure to so notify the 42 provide such notice to Lessee (for reasons other than Lessee's failure to fulfill its obligations to Indemnitee under this Lease) shall not relieve the Lessee of its diminish Lessee's obligations or such Indemnitee's rights hereunder except to the extent that it effectively such failure precludes the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee shall not pay Lessee's and 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 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee ability to contest such Tax. If Lessee promptly (and, as in any event, within 15 days of receipt of notice from the Indemnitee) requests the Indemnitee to do so, the Indemnitee shall, at Lessee's expense, contest (or, at the Indemnitee's option, require Lessee to contest in Lessee's name, if permitted by law) the validity, applicability or amount of any such Tax. The Indemnitee shall determine in its sole discretion the forum in which the contest of such Tax Indemnitee shall elect; provided, however, that to the extent be pursued and whether such contest shall be by (i) the contest involves only Taxes constituting property taxesresisting payment thereof, sales taxes, or use taxesif lawful and practicable, (ii) not paying the contest does not involve any taxes that the Lessee same except under protest, if protest is not required to indemnify the Tax Indemnitee necessary or taxes advisable and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreementsproper, or (iii) if the contest can be pursued payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If 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 shall be by the Lessee could have a material adverse impact on such Tax Indemnitee's business or operations or involve risk manner described in either 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 clauses (ii) resisting payment of such Tax or (iii) paying above, Lessee shall advance sufficient funds on an interest-free basis to the 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 seeking a refund thereof; providedthe 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, however, that at such Tax Indemnitee's option, such contest the Indemnitee shall be conducted by the Lessee in the name of such Tax Indemnitee). In no event shall such Tax Indemnitee only be required or the to contest (and Lessee shall only be permitted to contest contest) any Tax for which the Lessee is obligated to indemnify pursuant to this Section 7.1 unless: if (iA) 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 is of the Lessee and furnished at the Lessee's sole expense, opining opinion that there is a reasonable basis exists for contesting such claim or, the matter in the event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determinationquestion; (iiiB) 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 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) for all reasonable costs and expenses that incurred by such Tax Indemnitee may incur incurs in connection with contesting such claim (including, 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 disbursementsadditions to tax); (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) 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 Lease or a Lease Event of Default shall have occurred and shall have been continuing, unless opinion that 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 thereinapplicable law has changed, 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (viE) 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 Tax at least issue exceeds $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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 7.1 judicial decision 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 it receives an opinion of independent tax counsel selected by the Tax such 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, 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 such appeal would be successful. Under no circumstances shall the Indemnitee be required to appeal a decision to or an administrative agency tribunal or decision making body with appellate jurisdiction, as request a hearing by the case may be, will reverse or substantially modify the adverse determinationUnited States Supreme Court. Notwithstanding anything contained Nothing in this Section 7.112.5 shall require any Indemnitee to contest, or permit Lessee to contest, a Tax Indemnitee will not be required claim with respect 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 indemnification under this Section 7.1 12.3 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.

Contests. If any written claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect as to which the Lessee may be required to indemnify 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")pursuant to Section 19.2, then such Tax Indemnitee shall give the promptly notify Lessee written notice of such Tax Claim promptly (but in any event within twenty (20) days after its receipt of the written Tax Claim or its determination, as applicable), writing and shall furnish Lessee not take any action with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating respect to such claim (but failure to so notify or Tax without the consent of 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 for thirty (30) days after providing sending such notice to Lessee; provided that, in the Lessee with case of any such written noticeclaim or proceeding, unless (a) the if such Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such 30-day period, such Tax Claim could result Indemnitee shall, in a material adverse financialsuch notice to Lessee, legal or other consequence to the so inform Lessee, and such 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 take any action with respect to such claim or Tax without the disclosure consent of Lessee (not to be unreasonably withheld) before ten (10) days from the Tax Indemnitee's confidential information, as determined in the sole discretion of such Tax Indemnitiee, or the Tax Indemnitee's tax returns, books, or records). If the Lessee shall so request within 30 days after receipt of such notice by Lessee unless the Tax Indemnitee shall be required by law or regulation to take action prior to the end of such 10 day period provided, that failure to so notify Lessee shall not affect Lessee’s obligations to indemnify hereunder except to the extent of any resultant harm suffered by Lessee. If requested by Lessee in a written request to such Tax Indemnitee within thirty (30) days (or such shorter period as is reasonably specified by referred to in the Tax Indemnitee if any contest of the Tax must be commenced prior proviso to the expiration of 30 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, then such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Taxitself or, as such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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’s request, the Lessee shall, in good faith contest (including, without limitation, by pursuit of appeals and administrative procedures), the validity, applicability or amount of such contest indemnified Taxes by (A) resisting payment thereof, (B) not paying the same except under protest (which protest must be pursued using reasonable efforts in appropriate administrative and/or judicial proceedings) if protest shall be conducted by the Lessee necessary and proper or (C) if payment shall be made, using reasonable efforts to obtain a refund thereof in the name of such Tax Indemnitee). In appropriate administrative and/or judicial proceedings; provided that in no event shall such Tax Indemnitee be required or the Lessee be permitted to contest any claim for any Tax unless (1) the amount at issue (taking into account all similar and logically related claims with respect to the transactions contemplated by the Operative Documents that have been or could have been raised in an audit by the taxing authority in question for any other taxable period with respect to which an assessment of a tax deficiency is not barred by a statute or limitations, including, without limitations, 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 the Lessee is obligated to indemnify pursuant to this Section 7.1 unless: may have an indemnity obligation hereunder; (i3) 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 agreed to pay such Tax Indemnitee for and shall pay on an After-Tax Basis as incurred all reasonable out of pocket costs, losses costs and expenses that the such Tax Indemnitees may Indemnitee shall incur in connection with contesting the Indemnified Tax such claim (including, but not limited towithout limitation, any all reasonable legalcosts, expenses, legal and accounting and investigatory fees and disbursements); (4) 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 (z) its that there is no risk that criminal or punitive civil liability for an indemnity payment pursuant may be imposed with respect to this Section 7.1 as a result of such claim if and to the extent such Tax Indemnitee (other than any liability for any interest, penalties or additions to tax that may be assessed with respect to the LesseeTaxes 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 payment of the claim, as Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Tax Indemnitee on an interest-free basis (with no additional net after tax cost to such Tax Indemnitee and without taking into account any net tax savings associated with such advance); (6) no Lease Event of Default under this Lease shall have occurred and be continuing (it being agreed that in such case, the Tax Indemnitee shall consult in good faith 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 Lease Event of Default shall not deprive Lessee of its contest rights hereunder); and (7) in the case may be, shall not prevail of a contest which must be contested in the name of the Tax Indemnitee, prior to initiating 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 have furnished the Tax is not Indemnitee with 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 an independent tax counsel advisor selected by the Lessee and reasonably acceptable to the Tax Indemnitee and reasonably satisfactory (“Tax Counsel”) to the Lessee and furnished at the Lessee's sole expense, opining effect that a reasonable basis exists for contesting such contest. In no event shall the Tax Indemnitee be required to contest any claim if the subject matter of such claim or, in shall be of a continuing nature and shall have previously been the event of an appeal subject of an adverse court or administrative agency decisionfinal determination under the contest provisions of this Section 19.2(e) after exercise by the Lessee of its rights pursuant to this Section 19.2, 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 an appellate court or an administrative agency or decision making body with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay such Tax Indemnitee on demand (and at no after tax costs to will prevail in the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs and expenses that contest of such claim. The relevant Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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, 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”) shall consult in good faith with the other party (“Noncontrolling 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 discretion judgment (exercised in good faith allows faith). In addition, the Lessee Controlling Party shall keep the Noncontrolling Party reasonably informed as to post the progress of the contest, and shall provide the Noncontrolling Party with a satisfactory bond copy of (or other security that does not involve a possibility of a Lien on appropriate excerpts from) any reports or claims issued by the Equipment relevant auditing agents or taxing authority to the Controlling Party or any portion thereof Affiliate thereof, in connection with such claim or on any interest thereinthe contest thereof. The Controlling Party shall be responsible for the selection of counsel, which counsel must be reasonably satisfactory to 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 which bond or the Controlling Party shall execute any necessary consents and take such other security will be for an amount equal to the sum of (I) the costs of such contest (actions as reasonably estimated by such Tax Indemnitee in good faith) and the Taxes which may be required to be indemnified and (II) if such Lease Default permit the Noncontrolling Party or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action its counsel to be taken will not result present). Notwithstanding anything contained in any risk of salethis Section 19.2, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 may settle any 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 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, 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 7.1, 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 of Lessee if such Tax Indemnitee (A) shall waive its right to indemnity under this Section 7.1 19.2 with respect to such claim for such Tax (and any claim made by any 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 the Lessee any amount of Tax previously paid or advanced by the Lessee pursuant to this Section 7.1 19.2 with respect to such Tax Claim, less any reasonable claim other than the costs and expenses of the contest of such claim paid by the Lessee, together with interest thereon at the 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 prior 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 ClaimIndemnitee 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 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 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 refund.

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax as to which the Lessee may have an indemnity obligation hereunder pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4 may be payable (a "Tax Claim")payable, then 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 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 Dollar. A Lessee shall not relieve the Lessee of be entitled, at its obligations hereunder except expense, to participate in, and, to the extent that it effectively precludes such Lessee desires to, assume and control 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, unless (a) the Tax Indemnitee is required to do so by law 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 defense 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 obligation to fully indemnify such Tax Indemnitee for all reasonable out in respect of pocket costssuch action if requested to do so by such Lessee, losses suit or proceeding if the contest is unsuccessful; and, provided further, that no Lessee shall be entitled to assume and expenses that control the defense of any such action, suit or proceeding (but the Tax Indemnitees may incur in connection Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the related Lessee with contesting the Indemnified Tax (including, but not limited to, any reasonable legal, accounting and investigatory fees and disbursements), and (zrepresentatives reasonably satisfactory to such Lessee) its liability for an indemnity payment pursuant to this Section 7.1 as a result of such claim if and to the extent that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of imposition of criminal liability or any Material risk of Material civil liability on such Tax Indemnitee or (y) will involve a Material risk of the Lesseesale, as forfeiture or loss of, or the case may becreation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessees shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, shall (B) such proceeding involves Claims not prevail in fully indemnified by the contest Lessees which the Lessees and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be Materially detrimental to the interests of such claim; providedTax Indemnitee notwithstanding indemnification by the Lessees or (E) such action, however, that suit or proceeding involves the Lessee shall not be required to indemnify for such Taxes to the extent the results federal or any state income tax liability 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; . With respect to any contests controlled by a Tax Indemnitee, (iii) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall be required to conduct such contest only if the Lessees shall have received the provided to such Tax Indemnitee an 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 Lessees stating that a reasonable basis exists for contesting to contest such claim or, or (ii) in the event case of an appeal of an adverse court or administrative agency decisiondetermination of any contest relating to any Taxes, an opinion of such counsel to the effect that as a result of a change in law or fact it such appeal is more likely than not that an appellate court or an administrative agency or decision making body with appellate jurisdictionto be successful, as the case may beprovided, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay however, such Tax Indemnitee on demand (and at shall in no after tax costs event be required to appeal an adverse determination to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs and expenses that such United States Supreme Court. The Tax Indemnitee may incur participate in connection a reasonable manner at its own expense and with contesting its own counsel in any proceeding conducted by a Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessees' expense supply the related Lessee with such claim (includinginformation and documents in such Tax Indemnitee's possession reasonably requested by such Lessee as are necessary or advisable for such Lessee to participate in any action, without limitation, all reasonable legal and accounting fees and disbursements); (iv) no Lease Default described in suit or proceeding to the extent permitted by this Section 14(a), 14(b), 14(c), 14(g) or 14(h) of the Lease or a Lease 7.4. Unless an Event of Default shall have occurred and shall have been be continuing, unless the no Tax Indemnitee in its sole discretion exercised in good faith allows the Lessee to post a satisfactory bond shall enter into any settlement or other security that does compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent of Dollar, which consent shall not involve a possibility of a Lien on the Equipment or any portion thereof or on any interest thereinbe unreasonably withheld, 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 unless such Tax Indemnitee in good faithwaives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) and the Taxes which may a Tax Indemnitee will not be required to contest (and no Lessee shall be indemnified and (IIpermitted to contest) a claim with respect to the imposition of any Tax if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action waive its right to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 indemnification under this Section 7.4 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 claim (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 Indemnitee in good faith any related claim with respect to any other taxable years the contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of which is precluded as a result of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or the highest court in Canada or Mexico. The Tax Indemnitee shall cooperate with respect to any contest controlled waiver) and conducted by 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, (b) 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 adversely, unless there shall have has 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 which 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 Tax Indemnitee's counsel selected by creates substantial authority for the success of such contest. Each Tax Indemnitee and reasonably satisfactory to each Lessee shall consult in good faith with each other regarding 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 conduct of such change, 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 7.1, 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 7.1 with respect to such Tax (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 controlled by the Lessee pursuant to this Section 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claimeither.

Contests. If any claim shall be made against any Indemnitee or if any proceeding shall be commenced against any Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within thirty (30) days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event within 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 provided that failure to so notify the Lessee within thirty (30) days shall not relieve the Lessee of its obligations hereunder alter such Indemnitee's rights under this Section 26.4 except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee any indemnified Taxes) and shall not pay take any action with respect to such Tax Claim until at least claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after providing the Lessee with receipt of such written noticenotice by the Lessee; provided, unless (a) however, that in the Tax case of any such claim or proceeding, if such Indemnitee is shall be required to do so by law or regulation or the failure to pay such Tax Claim could result in a material adverse financial, legal or other consequence take action prior to the Tax end of such 30-day period, such Indemnitee shall in such notice to the Lessee, so inform the Lessee, and (b) in such Indemnitee shall not take any action with respect to such claim, proceeding or Imposition without the written notice described above, the Tax Indemnitee has notified consent of the Lessee of such requirement or such material adverse consequence (such notice however shall consent not require the disclosure of the Tax Indemnitee's confidential information, as determined in the sole discretion of such Tax Indemnitiee, to be unreasonably withheld or the Tax Indemnitee's tax returns, books, or records). If the Lessee shall so request within 30 unreasonably delayed) for ten (10) days after the receipt of such notice by the Lessee unless the Indemnitee shall be required by law or regulation to take action prior to the end of such 10-day period. The Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from the Indemnitee (or such shorter period as the Indemnitee has notified the Lessee is reasonably specified required by law or regulation for the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest imposition of such Tax, as at the Lessee's expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a Tax such Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of the Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Indemnitee for which the Lessee is has not required agreed to indemnify the Tax such Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (bz) the Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided that in the case of a contest described in clause (y), if the Indemnitee determines in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the business or operations or involve risk of the imposition Indemnitee and provides a written explanation to the Lessee of criminal liability on a Tax Indemniteesuch determination, the Indemnitee may elect to control or (c) an Equity Insufficiency Circumstance exists, then such Tax Indemnitee may, in its sole discretion, reassert control such contest (including selecting of the forum for such contest, and determining whether any such contest shall provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such Tax Indemnitee's optionin determining the application of clauses (x) and (y) of the preceding sentence, such each 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 shall of the former. In all other claims requested to be conducted contested by the Lessee in Lessee, the name Indemnitee shall control the contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to the Lessee. In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest (or the Indemnitee required to contest) any Tax for which claim, (A) if such Indemnitee provides 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 legal opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory acceptable to the Lessee and furnished at the Lessee's sole expense, opining that a reasonable basis exists for contesting such claim or, in the event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (includingaction, without limitation, all reasonable legal and accounting fees and disbursements); (iv) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) suit or 14(h) proceeding involves a risk of imposition of criminal liability or will involve a material risk 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of 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 otherwise made other security satisfactory to the 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 Lessee shall have posted and maintained a provision bond or other security satisfactory to protect the interest relevant Indemnitee in respect of the Taxes subject to such claim and any and all expenses for which the Lessee is responsible hereunder reasonably foreseeable in connection with the contest of such Tax Indemnitee claim, (in a manner satisfactory C) unless the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnitee may incur in its sole discretion)connection with contesting such Imposition including all reasonable legal, on the Equipment accounting and investigatory fees and disbursements, or any portion thereof or any interest therein; (vi) 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; (viiD) if such contest shall be conducted involve the payment of the Tax prior to the contest, unless the Lessee shall provide to the Indemnitee an interest-free advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax costs to such Indemnitee). In addition, for Indemnitee controlled contests and claims contested in the name of the Indemnitee in a manner requiring public forum, no contest shall be required: (A) unless the payment or deposit amount of the claimpotential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Indemnitee for which the Lessee may be liable to pay an indemnity under this Section 26.4(b)) exceeds $50,000 and (B) unless, if requested by the Indemnitee, the Lessee shall have paid the amount required (and at no after-tax costs provided to the Lessor, the Owner Participant or other Tax Indemnitee); and (viii) there is no risk Indemnitee an opinion of imposition of criminal liability or penalties. The Lessee shall cooperate with the Tax Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or the highest court in Canada or Mexico. The Tax Indemnitee shall cooperate with respect to any contest controlled and conducted counsel selected by the Lessee and (which may be in-house counsel) (except, in the Lessee shall consult with the Tax Indemnitee regarding the conduct case of such contest. Notwithstanding anything to the contrary contained in this Section 7.1, no Tax Indemnitee income taxes indemnified hereunder which 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 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, furnished provided, however, that if the Indemnitee is the controlling party and the Lessee recommends the acceptance of 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 sole expenseexpense 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 effect that such change 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 favorable entitled to be indemnified under this Section 26.4 (and with respect to which contest is required under this Section 26.4(b)) without the position which such Tax Indemnitee or prior written consent of the Lessee, as the case may be, had asserted in unless such previous contest and as a result of Indemnitee waives its right to be indemnified under this Section 26.4 with respect to such change, 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 determinationclaim. Notwithstanding anything contained in this Section 7.1herein to the contrary, a Tax 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 the Lessee's consent if such Tax Indemnitee (A) shall waive its right to indemnity indemnification under this Section 7.1 26.4 with respect to such Tax 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 7.1 with respect to such Tax Claim, less year or any reasonable costs and expenses other taxable year the contest of the Tax Indemnitee prior to such payment in respect which is materially adversely affected as a result of such Tax Claimwaiver).

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within thirty (30) days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event within 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 provided that failure to so notify the Lessee within thirty (30) days shall not relieve the Lessee of its obligations hereunder alter such Tax Indemnitee's rights under this Section 13.5 except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee any Impositions) and shall not pay take any action with respect to such Tax Claim until at least claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after providing the Lessee with receipt of such written noticenotice by the Lessee; provided, unless (a) however, that in the case of any such claim or proceeding, if such Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such thirty (30) day period, such Tax Claim could result Indemnitee shall in a material adverse financial, legal or other consequence such notice to the Lessee, so inform the Lessee and such Tax Indemnitee and shall not take any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (bsuch consent not to be unreasonably withheld or unreasonably delayed) in for 10 days after the written receipt of such notice described above, by the Lessee unless such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such ten (10) day period. The Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from such Tax Indemnitee (or such shorter period as such Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for such Tax Indemnitee shall to commence such contest), to request in good faith at Lessee's sole expense contest writing that such Tax or permit Indemnitee contest the Lessee to contest imposition of such Tax, as at the Lessee's expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of such Tax Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Tax Indemnitee for which the Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a (z) such Tax Indemnitee which are unrelated so requests, then the Lessee shall be permitted to control the transactions contemplated by contest of such claim, provided that in the Operative Agreementscase of a contest described in clause (y), (b) the if such Tax Indemnitee determines reasonably and in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to the Lessee of such determination, in its sole discretion, such Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such 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 whether the application of clauses (x) and (y) above, each Tax Indemnitee shall take any such 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 shall of the former. In all other claims requested to be conducted contested by (i) paying the Lessee, such Tax under protest or (ii) resisting payment Indemnitee shall control the contest of such Tax or (iii) paying such Tax and seeking a refund thereof; providedclaim, however, that at such Tax Indemnitee's option, such contest shall be conducted by acting through counsel reasonably acceptable to the Lessee in the name of such Tax Indemnitee)Lessee. In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest (or such Tax Indemnitee required to contest) any claim, (A) if such Tax for which Indemnitee provides the Lessee is obligated with a legal opinion of counsel reasonably acceptable to indemnify pursuant 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 Property or any part thereof unless, with respect to this Section 7.1 unless: (i) civil liability only, the Lessee shall have acknowledged agreed in writing (x) that it is solely to be responsible for any Indemnified Tax resulting from any contest under its controlsuch risk, (yB) its liability to such Tax Indemnitee for all reasonable out if an Event of pocket costsDefault has occurred and is continuing, 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 (zC) 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, Imposition including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); , or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee shall provide to such Tax Indemnitee an interest-free advance 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 Imposition that the Indemnitee is required to pay (with no additional net after-tax costs to such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of (I) the costs of such contest (as reasonably estimated by such Tax Indemnitee in good faitha public forum, no contest shall be required: (A) and the Taxes which may be required to be indemnified and (II) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) unless the amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving any or all such claims alone, or, if the subject matter thereof shall be of a continuing or recurring nature, when aggregated with substantially identical potential claims Tax Indemnitees with respect to any period for which the transactions contemplated Lessee may be liable to pay an indemnity under this Section 13.5(b)) exceeds $100,000 and (B) unless, if requested 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 claimTax Indemnitee, the Lessee shall have paid provided to such Tax Indemnitee an opinion of counsel selected by the amount 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 (and at no after-tax costs to appeal an adverse judicial determination to the Lessor, the Owner Participant or other Tax Indemnitee); and (viii) there is no risk of imposition of criminal liability or penaltiesUnited States Supreme Court. The Lessee party conducting the contest shall cooperate with the Tax Indemnitee consult in good faith with the other party and its counsel with respect to any the contest controlled and conducted 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 in good faith shall consult with rejects such settlement offer then the amount for which the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not will be required to pursue an appeal to the U.S. Supreme Court or the highest court in Canada or Mexico. The indemnify such Tax Indemnitee shall cooperate with respect to any 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 controlled thereof. Each Tax Indemnitee shall, at the Lessee's expense, supply the Lessee with such information and conducted documents reasonably requested by the Lessee and as are necessary or advisable for the Lessee shall consult with to participate in any action, suit or proceeding to the Tax Indemnitee regarding the conduct of such contestextent permitted by this Section 13.5(b). Notwithstanding anything to the contrary contained in this Section 7.113.5(b) to the contrary, no Tax Indemnitee shall be required enter into any settlement or other compromise or fail to contest appeal an adverse ruling with respect to any claim if 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 subject matter thereof shall be prior written consent of a continuing or recurring nature and shall have previously been adversely decided to the Lessee, unless such Tax Indemnitee waives its right to be indemnified under this Section 13.5 with respect to such claim 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 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, 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 determinationnext paragraph. Notwithstanding anything contained in this Section 7.1herein 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 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 indemnification under this Section 7.1 13.5 with respect to such Tax 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 7.1 with respect to such Tax Claim, less year or any reasonable costs and expenses other taxable year the contest of the Tax Indemnitee prior to such payment in respect which is materially adversely affected as a result of such Tax Claimwaiver) and returns to the Lessee all amounts previously advanced to the Indemnitee with respect to the contest of such claim.

Contests. If a written notice of deficiency, proposed adjustment, assessment, audit, examination or other administrative or court proceeding, suit, dispute or other claim is made (a “Tax Contest”) shall be delivered, sent, commenced, or initiated to, by or against Purchaser or any of the Companies by any taxing authority against a Tax Indemnitee for any Taxes with respect to Taxes that results in or may result in a Tax Loss for which the Lessee indemnification may be required to indemnify against hereunder or if a Tax Indemnitee claimed from Sellers under this Agreement, Purchaser 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 promptly notify Sellers in writing of such Tax Claim promptly (but in any event within twenty (20) days after its receipt of Contest; provided that 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 Sellers shall not relieve the Lessee Sellers of its their indemnification obligations hereunder hereunder, except to the extent that it effectively precludes the ability of the Lessee to conduct a contest such failure prejudices Sellers’ defense of the Tax Claim)Contest. The Tax Indemnitee Sellers 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 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 have the sole discretion of such Tax Indemnitiee, or right to represent 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 Companies’ interests and to the extent such Tax Indemnitee or the Lessee, as the case may be, shall not prevail in the contest employ counsel 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 their choice at the Lessee's sole expense, opining that a reasonable basis exists for contesting such claim or, in the event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith their expense with respect to any contest controlled such Tax Contest; and conducted by Purchaser shall cause each of the applicable Companies to execute any powers of attorney or other documents or forms necessary in order to allow Sellers to control such Tax Indemnitee Contest and to settle any such Tax Contest; provided that in the case of any Tax Contest relating to any Tax for any Straddle Period, Purchaser and Sellers shall each be entitled to participate at their own expense in such Tax Contest to the extent it relates to a Tax for which such party bears liability pursuant to Section 9.1. No party may settle or otherwise dispose of any Tax Contest for which another party may have a liability under Section 9.1 or which settlement could adversely affect either party in Tax periods for which such party is responsible or for which another party may be entitled to a refund or credit under Section 9.1 without the prior written consent of such other party, which consent will not be unreasonably withheld, conditioned or delayed. In the event that Sellers do not take control of a Tax Contest that they have the right to control hereunder, Purchaser and the Tax Indemnitee in good faith Companies shall consult with keep Sellers reasonably informed as to the Lessee regarding the conduct progress of such contestTax Contest and shall not enter into any settlement or other disposition of the such Tax Contest prior to receiving the written consent of Sellers, which consent will not be unreasonably withheld, conditioned or delayed. A Tax Indemnitee In no event, without the prior written consent of PLC, which shall not be required to pursue an appeal to the U.S. Supreme Court unreasonably withheld, conditioned or delayed, shall Purchaser or the highest court Companies grant an extension of any applicable statute of limitations 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 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (and any claim the outcome of which is determined based upon the outcome of such claim) and (B) shall pay period ending prior to the Lessee Closing Date or any amount previously paid or advanced by the Lessee pursuant to this Section 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax ClaimStraddle Period.

Contests. If a written claim is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify 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 any event within 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, unless (a) the Tax Indemnitee is required to do so by law 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 IndemnitieeIndemnitee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.

Contests. If a written claim is made requested by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify 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 in writing within forty-five (a "Tax Claim"), then such Tax Indemnitee shall give the Lessee written notice of such Tax Claim promptly (but in any event within twenty (2045) days after its receipt of notice pursuant to this Section 10 of a claim against an Indemnitee, upon receipt of indemnity reasonably satisfactory to it and at the written Tax Claim or its determinationsole expense of Lessee (including, as applicable)without limitation, all reasonable out-of-pocket costs and expenses, reasonable legal and accounting and investigatory fees and disbursements, additions to tax because of underpayments of estimated Taxes, losses, penalties, and interest) such Indemnitee shall furnish in good faith contest or permit Lessee, if desired by Lessee, to contest in the name of Lessee with copies and/or the Indemnitee the validity, applicability or amount of such Tax Claim and all other writings received from Taxes by, in the taxing authority to the extent relating to reasonable discretion of such claim Indemnitee (but failure to so notify or, where the Lessee shall is not relieve permitted to conduct the Lessee of its obligations hereunder except to contest in the extent that it effectively precludes the ability name 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 noticeIndemnitee, unless (a) the Tax Indemnitee is required to do so by law 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 Indemnitiee, 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 (i) resisting payment thereof if practicable and legally permissible, (ii) not paying the same except under protest with funds advanced by Lessee on an interest-free basis, if protest is necessary and proper, and (iii) if payments are made, using reasonable efforts to obtain a refund thereof in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall electappropriate administrative and judicial proceedings; provided, however, that Lessee shall not be permitted to contest in the extent (i) the name of such Indemnitee if such contest involves only Income Taxes constituting property taxesimposed by a U.S. Taxing Authority, sales taxesIncome Taxes imposed by a Foreign Taxing Authority, or use taxes, (ii) the contest does not involve any taxes that the Lessee is not required to indemnify the Tax Indemnitee or taxes and other issues relating to a Tax Taxes imposed against such Indemnitee that are unrelated to the transactions contemplated by the Operative AgreementsLease, (iii) in which event such Indemnitee shall follow the direction of Lessee with respect to the method of pursuing that portion of any such contest that does not relate to Income Taxes unless with respect to issues that do not relate to the settlement of any portion of the contest can be pursued involving Taxes for which indemnification is provided by this Section 10, such direction would, in the name judgment of such Indemnitee, adversely affect in a material manner interests of such Indemnitee unrelated to the Lessee and independently from transactions hereby contemplated; provided further, however, that in no event shall an Indemnitee settle such portion of any other proceeding involving a Tax Claim of a Tax Indemnitee claim 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 indemnity obligation 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 10 without Lessee, as the case may be, shall not prevail in the contest of such claim's written consent; providedprovided further, 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or the highest court in Canada or Mexico. The Tax Indemnitee shall cooperate with respect to undertake any contest controlled and conducted by or allow Lessee to contest in the Lessee and the Lessee shall consult with the Tax Indemnitee regarding the conduct name 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.unless:

Contests. If any claim shall be made against any Tax Indemnitee -------- or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within 30 days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event within 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 provided that failure to so -------- notify the Lessee within 30 days shall not relieve the Lessee of its obligations hereunder alter such Tax Indemnitee's rights under this Section 26.5 except to the extent that it effectively such failure precludes ------------ or materially adversely affects the ability of the Lessee to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days after the receipt of such notice by the Lessee; provided, however, -------- ------- that in the case of any such claim or proceeding, if such Tax Claim). The 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 the Lessee, so inform the Lessee, and such Tax Indemnitee shall not pay take any action with respect to such Tax Claim until at least thirty claim, proceeding or Imposition without the consent of the Lessee (30such consent not to be unreasonably withheld or unreasonably delayed) for 10 days after providing the receipt of such notice by the Lessee with such written notice, unless (a) the Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such Tax Claim could result in 10-day period. The Lessee shall be entitled for a material adverse financial, legal or other consequence to period of 30 days from receipt of such notice from the Tax Indemnitee and (b) in the written notice described above, or such shorter period as the Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest imposition of such Tax, as at the Lessee's expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Tax Indemnitee for which the Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (bz) the Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided that in the case of a contest described in clause (y), if -------- ---------- the Tax Indemnitee determines in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to the Lessee of such determination, in its sole discretion, the Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such contest, and determining whether any such contest shall provided, that by taking control of the contest, Lessee -------- acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such -------- ------- in determining the application of clauses (x) and (y) of the preceding ----------- --- sentence, each Tax Indemnitee's optionIndemnitee 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, such so that the Lessee can control the contest shall of the former. In all other claims requested to be conducted contested by the Lessee in Lessee, the name Tax Indemnitee shall control the contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to the Lessee. In no event shall such Tax Indemnitee be required or 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 any and all expenses 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 hereunder reasonably foreseeable 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 (C) 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on within ten (10) Business Days after demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, Imposition including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); , or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee shall provide to the Tax Indemnitee an interest-free advance 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 Imposition that the Indemnitee is required to pay (with no additional net after-tax costs to such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of the Tax Indemnitee in a public forum, no contest shall be required: (IA) unless the costs amount of such contest the potential indemnity (as reasonably estimated by taking into account all similar or logically related claims that have been or could be raised in any audit involving such Tax Indemnitee in good faith) and for which the Taxes which Lessee may be required liable to be indemnified pay an indemnity under this Section ------- 26.5(b)) exceeds $500,000 and (IIB) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) the amount of such claims alone, orunless, 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 requested 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 claimTax ------- Indemnitee, 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 provided to the Tax Indemnitee pursuant to an opinion of counsel selected by the contest provisions of this Section 7.1 unless there shall have been a change Lessee (which may be in-house counsel) (except, 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 case of income taxes indemnified hereunder which shall 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 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, furnished 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 at the Lessee's sole expenseexpense 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 effect that such change is favorable extent permitted by this Section 26.5(b). No Tax --------------- Indemnitee shall enter into any settlement or other compromise or fail 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, 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 ruling with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination. Notwithstanding anything contained in this Section 7.1, a Tax Indemnitee will not be required respect 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 which is entitled to indemnity be indemnified under this Section 7.1 26.5 (and with respect to such Tax (and any claim the outcome of which contest 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 ------------ required under this Section 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of 26.5(b)) without the Tax Indemnitee prior to such payment in respect of such Tax Claim.---------------

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within twenty (20) days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event provided that failure to so notify the Lessee within twenty (20) days after its receipt of the written Tax Claim or its determination, as applicable), and shall furnish Lessee with copies of not alter 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 Indemnitee’s rights under this Section 13.4, except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee any indemnified Taxes) and shall not pay take any action with respect to such Tax Claim until at least claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after providing the Lessee with receipt of such written noticenotice by the Lessee; provided, unless (a) however, that in the case of any such claim or proceeding, if such Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such thirty (30) day period, such Tax Claim could result Indemnitee shall in a material adverse financialsuch notice to the Lessee, legal so inform the Lessee, and such Tax Indemnitee shall not take any action with respect to such claim, proceeding or other consequence Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Lessee, unless the Tax Indemnitee and shall be required by law or regulation to take action prior to the end of such ten (b10) in day period. The Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from the written notice described above, Tax Indemnitee (or such shorter period as the Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest imposition of such Tax, as at the Lessee’s expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Tax Indemnitee for which the Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (bz) the Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim; provided that in the case of a contest described in any of clause (x), (y) or (z), if the Tax Indemnitee determines in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to the Lessee of such determination, in its sole discretion, the Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such contest, and determining whether any such contest shall provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such in determining the application of clauses (x) and (y) of the preceding sentence, each Tax Indemnitee's optionIndemnitee 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, such so that the Lessee can control the contest shall of the former. In all other claims requested to be conducted contested by the Lessee in Lessee, the name Tax Indemnitee shall control the contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to the Lessee. In no event shall such Tax Indemnitee be required or 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 any and all expenses 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 hereunder reasonably foreseeable 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 (C) 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay and shall pay to such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (includingImposition, without limitation, including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); disbursements as well as the Impositions which are the subject of such claim to the extent the contest is unsuccessful, or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee shall provide to the Tax Indemnitee an interest-free advance 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 Imposition that the Indemnitee is required to pay (with no additional net after-tax costs (including Taxes) to such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of the Tax Indemnitee in a public forum, no contest shall be required: (IA) unless the costs amount of such contest the potential indemnity (as reasonably estimated by taking into account all similar or logically related claims that have been or could be raised in any audit involving such Tax Indemnitee in good faith) and for which the Taxes which Lessee may be required liable to be indemnified pay an indemnity under this Section 13.4(b)) exceeds $50,000 and (IIB) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) the amount of such claims alone, orunless, 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 requested 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 claimTax Indemnitee, 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 provided to the Tax Indemnitee pursuant to an opinion of counsel selected by the contest provisions of this Section 7.1 unless there shall have been a change Lessee (which may be in-house counsel, except, in the law (includingcase of income taxes indemnified hereunder, without limitation, amendments to statutes or regulations, administrative rulings (excluding private letter rulings and other rulings or materials which opinion shall be 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 acceptable to the Lessee, furnished at the Lessee's sole expense, ) 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 effect that such change is favorable 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 position which 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 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 13.4(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 fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 13.4 (and with respect to which contest is required under this Section 13.4(b)) without the prior written consent of the Lessee, as the case may be, had asserted in unless such previous contest and as a result of such change, 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 waives its right to be indemnified under this Section 13.4 with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determinationrespect to such claim. Notwithstanding anything contained in this Section 7.1herein 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 and shall be permitted to settle or compromise any claim without the Lessee's consent if (i) such Tax Indemnitee (A) shall waive its right to indemnity indemnification under this Section 7.1 13.4 with respect to such Tax 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 7.1 with respect to such year or any other taxable year, the contest of which is materially adversely affected as a result of such waiver) or (ii) such Tax Claimis the sole result of a claim of a continuing and consistent nature, less any reasonable costs which claim has previously been resolved against the relevant Tax Indemnitee (unless a change in law or facts has occurred since such prior adverse resolution and expenses 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 favorable resolution of the Tax Indemnitee prior to such payment in respect of such Tax Claimclaim at issue).

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within 30 days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event within 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 provided that failure to so notify the Lessee within 30 days shall not relieve the Lessee of its obligations hereunder alter such Tax Indemnitee's rights under this Section 26.5 except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days after the receipt of such notice by the Lessee; provided, however, that in the case of any such claim or proceeding, if such Tax Claim). The 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 the Lessee, so inform the Lessee, and such Tax Indemnitee shall not pay take any action with respect to such Tax Claim until at least thirty claim, proceeding or Imposition without the consent of the Lessee (30such consent not to be unreasonably withheld or unreasonably delayed) for 10 days after providing the receipt of such notice by the Lessee with such written notice, unless (a) the Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such Tax Claim could result in 10-day period. The Lessee shall be entitled for a material adverse financial, legal or other consequence to period of 30 days from receipt of such notice from the Tax Indemnitee and (b) in the written notice described above, or such shorter period as the Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest imposition of such Tax, as at the Lessee's expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Tax Indemnitee for which the Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (bz) the Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided that in the case of a contest described in clause (y), if the Tax Indemnitee determines in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to the Lessee of such determination, in its sole discretion, the Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such contest, and determining whether any such contest shall provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such in determining the application of clauses (x) and (y) of the preceding sentence, each Tax Indemnitee's optionIndemnitee 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, such so that the Lessee can control the contest shall of the former. In all other claims requested to be conducted contested by the Lessee in Lessee, the name Tax Indemnitee shall control the contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to the Lessee. In no event shall such Tax Indemnitee be required or 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 any and all expenses 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 hereunder reasonably foreseeable 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 (C) 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on within ten (10) Business Days after demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, Imposition including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); , or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee shall provide to the Tax Indemnitee an interest-free advance 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 Imposition that the Indemnitee is required to pay (with no additional net after-tax costs to such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of the Tax Indemnitee in a public forum, no contest shall be required: (IA) unless the costs amount of such contest the potential indemnity (as reasonably estimated by taking into account all similar or logically related claims that have been or could be raised in any audit involving such Tax Indemnitee in good faith) and for which the Taxes which Lessee may be required liable to be indemnified pay an indemnity under this Section 26.5(b)) exceeds $500,000 and (IIB) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) the amount of such claims alone, orunless, 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 requested 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 claimTax Indemnitee, 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 provided to the Tax Indemnitee pursuant to an opinion of counsel selected by the contest provisions of this Section 7.1 unless there shall have been a change Lessee (which may be in-house counsel) (except, 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 case of income taxes indemnified hereunder which shall 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 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, furnished 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 at the Lessee's sole expenseexpense 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 effect that such change extent permitted by this Section 26.5(b). 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 favorable entitled to be indemnified under this Section 26.5 (and with respect to which contest is required under this Section 26.5(b)) without the position which prior written consent of the Lessee, unless such Tax Indemnitee or the Lessee, as the case may be, had asserted in waives its right to be indemnified under this Section 26.5 with respect to such previous contest and as a result of such change, 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 determinationclaim. Notwithstanding anything contained in this Section 7.1herein 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 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 indemnification under this Section 7.1 26.5 with respect to such Tax 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 7.1 with respect to such Tax Claim, less year or any reasonable costs and expenses other taxable year the contest of the Tax Indemnitee prior to such payment in respect which is materially adversely affected as a result of such Tax Claimwaiver).

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 xxx 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 against a Tax Indemnitee for any relating to such Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax to which the hereunder. If requested by 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 any event writing within twenty (20) 30 days after its receipt of such notice, such Indemnitee shall, at the written Tax Claim or its determinationexpense of Lessee (including all reasonable out-of-pocket costs, as applicablein-house attorney fees and 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 shall furnish Lessee with copies judicial proceedings the validity, applicability or amount of such Tax Claim Taxes by (X) resisting payment thereof, (Y) not paying the same except under protest if protest is necessary and all other writings received from proper or (Z) if the taxing authority payment is made, using reasonable efforts 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 obtain a contest of the Tax Claim)refund thereof in an appropriate administrative and/or judicial proceeding. 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 If requested to do so by law Lessee in writing, the Indemnitee shall appeal any adverse administrative or regulation or judicial decision, except that the failure Indemnitee shall not be required to pay such Tax Claim could result in a material adverse financial, legal or other consequence pursue any appeals 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 Indemnitiee, or the Tax Indemnitee's tax returns, books, or records)United States Supreme Court. 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall elect; provided, however, that and to the extent (i) the contest involves only Taxes constituting property taxes, sales taxes, Indemnitee is able to separate the contested issue or use taxes, (ii) the contest does not involve any taxes that the Lessee is not required to indemnify the Tax Indemnitee or taxes and issues from other issues relating to a Tax Indemnitee arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative AgreementsDocuments without, (iii) the contest can be pursued in the name 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 and independently from any other proceeding involving a Tax Claim 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 Tax Indemnitee for which Lessee has not agreed in writing to indemnify such Tax contest controlled by an 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 consult with Lessee in good faith regarding the Lessee. Notwithstanding manner of contesting such claim and shall keep Lessee reasonably informed regarding the preceding sentence, if (a) such contest would involve any other type progress 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 . An Indemnitee shall not fail to take any such contest shall be conducted action expressly required 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: (i6(b)(iv) 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 towithout limitation, 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 event of an action regarding any appeal of an adverse court determination with respect to any claim) or administrative agency decisionsettle or compromise any claim without the prior written consent of Lessee (except as contemplated by this Section 6(b)(iv)). Notwithstanding the foregoing, that as a result of a change in law no event shall an Indemnitee be required to pursue any contest (or fact it is more likely than not that an appellate court or an administrative agency or decision making body with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; to permit Lessee to pursue any contest) unless (iiiA) the 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 costs out-of-pocket costs, in- house attorney fees and expenses outside attorney and accountants fees that such Tax Indemnitee may shall incur in connection with contesting such claim claim, (including, without limitation, all reasonable legal and accounting fees and disbursements); (ivB) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default claim, Lessee shall have occurred and shall have been continuing, unless advance 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 amount thereof or on any interest therein, and which bond or other security will be for an amount equal plus (to the sum of (Iextent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the costs commencement of such contest (as reasonably estimated by such Tax Indemnitee in good faith) on an interest-free basis and the Taxes which may be required to be indemnified and (II) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant with no additional net after-tax cost to such obligation; Indemnitee (vand 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 Tax Indemnitee shall have reasonably determined that the action to be taken will not result in any material risk of saleforfeiture, forfeiture sale or loss of, or of the creation of any Lien, or the Aircraft (unless Lessee shall have or otherwise made a provision provisions to protect the interest interests of any such Tax Indemnitee Indemnitee), (in a manner satisfactory 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 Tax Indemnitee in its sole discretion)before proceeding with such contest, on the Equipment or any portion thereof or any interest therein; (vi) the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by such claims aloneIndemnitee for reasonable expenses, or, if (E) in the subject matter thereof shall be case of a continuing contest that is being pursued by an Indemnitee, the aggregate amount of the claim (together with the amount of all related claims that have been or recurring nature, when aggregated could be raised with substantially identical potential claims with respect to any or all of the transactions contemplated other Aircraft leased by the Operative Agreements shall be 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 $25,000; 50,000 and (viiF) if such requested prior to or during the 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 contest. Notwithstanding anything to the contrary contained in this Section 7.1Indemnitee, 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 Lessee and reasonably satisfactory acceptable to the LesseeIndemnitee, furnished at the Lessee's sole expense, renders to the effect 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 change is favorable claim. Notwithstanding the foregoing, (X) Lessee shall not be permitted 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, it is more likely than not that the Tax Indemnitee will prevail or, in the event name of an appeal the Indemnitee if such contest involves Taxes based on or measured by the gross or net income of an adverse court or administrative agency decisionthe Indemnitee and, provided, that if the Indemnitee determines in good faith that it is more reasonably likely than not that an appellate court such contest may have a material adverse impact on the Indemnitee, such Indemnitee may retain 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 7.1, a Tax Indemnitee will not be required to contest the imposition reassert control of any Tax and shall contest Lessee would otherwise be permitted to contest, and (Y) if any Indemnitee shall release, waive, compromise or settle or compromise any claim which may be indemnifiable by Lessee pursuant to this Section 6(b) without the written permission of Lessee, Lessee's consent if obligation to indemnify such Tax Indemnitee (A) shall waive its right to indemnity under this Section 7.1 with respect to such Tax claim (and any claim the outcome contest of which is determined based upon materially prejudiced as a result of the outcome of such claim) and (Brelease, waiver, compromise or settlement) shall pay terminate, subject to the this Section 6(b)(iv), and subject to Section 6(b)(iii), such Indemnitee shall repay to Lessee any amount previously paid or advanced by the Lessee pursuant to this Section 7.1 such Indemnitee with respect to such Tax Claimclaim, less any reasonable costs and expenses of plus interest at the Tax Indemnitee prior rate that would have been payable by the relevant taxing authority with respect to such payment in respect a refund of such Tax ClaimTax.

Contests. If Whenever any Taxing Authority asserts a written claim is made by any taxing authority against a Tax Indemnitee claim, makes an assessment, or otherwise disputes the amount of Taxes for any Taxes with respect which Seller may reasonably be expected to which the Lessee may be required to indemnify 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 liable under this Agreement (a "“Tax Claim"”), then such Tax Indemnitee Purchaser shall give the Lessee written upon receipt of notice of such Tax Claim Claim, promptly (but inform Seller in any event within 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, unless (a) the Tax Indemnitee is required to do so by law 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall electwriting; provided, however, that failure to give such notice as provided herein shall not relieve Seller of its obligations under this Article V except to the extent (i) that Seller is materially prejudiced thereby. Seller shall have the contest involves only Taxes constituting property taxes, sales taxesright to elect to control the defense of any Tax Claim relating to taxable periods ending on or before the Closing Date, or use taxes, (ii) the contest does not involve any taxes that the Lessee is not required to indemnify the Tax Indemnitee or taxes and other issues otherwise relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 Taxes for which Lessee has not agreed in writing to indemnify such Tax Indemnitee, and Seller may be liable under this Agreement (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 than with respect to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative AgreementsStraddle Period), (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 at its sole discretion, control such contest cost and expense by written notice to Purchaser within ten (including selecting the forum for such contest, and determining whether any such contest shall be conducted by (i10) paying such Tax under protest or (ii) resisting payment days of such Tax or (iii) paying such Tax and seeking a refund receipt of notice thereof; provided, however, that Purchaser may, at such Tax Indemnitee's optionits sole cost and expense, such contest shall be conducted by the Lessee retain separate counsel of its choosing to participate in the name defense or settlement of such Tax Indemnitee)Claim by Seller. In no event shall If Seller timely elects to control the defense of any such Tax Indemnitee be required or the Lessee be permitted to contest any Tax for which the Lessee is obligated to indemnify pursuant to Claim in accordance with this Section 7.1 unless: 5.06, (i) Seller shall keep Purchaser reasonably apprised of the Lessee 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 acknowledged in writing (x) that it is solely responsible 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 Indemnified Tax resulting from any contest under its control, (y) its liability to such Tax Indemnitee for all reasonable out Claim, Purchaser shall have the right to control the defense of pocket costs, losses such Tax Claims at its sole cost 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)expense, and (z) its liability 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 an indemnity payment pursuant to which Seller may be liable under this Agreement. Except as otherwise required by the foregoing provisions of this Section 7.1 as 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, in the case of a result of Tax Claim with respect to a Straddle Period, Seller shall be entitled to participate in such claim if proceeding (at its sole cost and expense) to the extent such Tax Indemnitee or Claim is related to the Lesseeportion of such Straddle Period that is a Pre-Closing Tax Period, as the case may be, and Purchaser shall not prevail in the contest of settle 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to Claim without the Seller’s consent, which consent may not be unreasonably withheld, conditioned or delayed, if such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) settlement would affect the amount of such claims alone, or, if the subject matter thereof shall Taxes for which Seller may 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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, 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 7.1, 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 liable under this Section 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax ClaimAgreement.

Contests. If a In the event Purchaser or Sellers receives written claim is made by notice of any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify against hereunder examination, claim, settlement, proposed adjustment, administrative or if a Tax Indemnitee shall determine that any tax to which the Lessee may have an indemnity obligation hereunder may be payable judicial proceeding, or other matter (a "Tax Claim")) related to any Pre-Closing Taxes, then 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 of the written Tax Claim Transfer Taxes or its determinationOverlap Period Taxes, 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, unless (a) the Tax Indemnitee is required to do so by law Purchaser 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 LesseeSellers, as the case may be, shall not prevail notify the other Parties in the contest writing as soon as reasonably practical (but in no event more than ten (10) Business Days) after receipt of such claim; providednotice. If Sellers notify Purchaser in writing within thirty (30) Business Days following receipt of such written notice they intend to exercise their rights pursuant to this Section 8.7, howeverthey shall be entitled to control the defense, that prosecution, settlement or compromise of such Tax 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 Lessee selection of counsel and experts and execution of powers of attorney. Purchaser shall (a) not make any payments of such Tax Claim for 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 indemnify for such Taxes 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 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Sellers in good faith allows the Lessee in order to post effectively contest any such Tax Claim. Sellers shall reimburse Purchaser for any reasonable, out-of-pocket costs pre-approved by Sellers and demonstrated to Sellers' reasonable satisfaction that are incurred by Purchaser in providing such assistance. Purchaser shall not settle or otherwise compromise any such Tax Claim with any Taxing Authority or prosecute such contest to a satisfactory bond determination in court or other security that does not involve a possibility tribunal or initial or appellate jurisdiction unless instructed to do so by the Sellers. Any of a Lien on the Equipment Sellers may settle or otherwise compromise 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) Claim without Purchaser's prior written consent, except that if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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 changesettlement or compromise the Taxes payable by Purchaser would be materially increased, it is more likely than not that the Tax Indemnitee will prevail or, in the event none 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 Sellers may be, will reverse or substantially modify the adverse determination. Notwithstanding anything contained in this Section 7.1, a Tax Indemnitee will not be required to contest the imposition of any Tax and shall be permitted to settle or compromise such matter without Purchaser's prior written consent, which consent shall not be unreasonably withheld. In connection with any claim without the Lessee's consent if such Tax Indemnitee (A) shall waive its right to indemnity under this Section 7.1 proceeding taken with respect to such Tax matters, (i) Sellers shall keep Purchaser informed of all material developments and any claim the outcome of which is determined based upon the outcome of events relating to such claim) matters if involving a material liability for Taxes and (Bii) Purchaser shall pay have the right, at its sole expense, to the Lessee participate in any amount previously paid or advanced such proceedings. Purchaser shall cooperate with Sellers by the Lessee pursuant giving them and their representatives, on prior reasonable notice, reasonable access and cooperation during normal business hours to this Section 7.1 with respect all 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 satisfaction that are incurred by Purchaser in providing such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claimassistance.

Contests. If a written claim is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify 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 any event within twenty (20) days days) after its receipt of the written Tax Claim or its determination, as applicable)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 not relieve the Lessee of its obligations hereunder except only to the extent that it effectively precludes the ability of the Lessee to conduct a contest of the Tax Claimclaim). 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 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 Indemnitiee, or the Tax Indemnitee's tax returns, books, or records)requirement. 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)notice, then such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall elect; provided, however, that to the extent (i) the contest involves only Taxes constituting property taxes, sales taxes, or use taxes, (ii) the contest taxes and does not involve any taxes that the Lessee is not required to indemnify the Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee that which are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee Agreements 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) if no Equity Insufficiency Circumstance exists, such contest shall be undertaken by the Lessee at the Lessee's sole expense and the at no-after-tax costs of cost to the Lessor, Lessor or the Owner Participant, or other Tax Indemnitee shall be reimbursed by the Lessee. Notwithstanding the preceding sentence, but if (a) such contest would involve any other type of Tax, Tax or 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 61 Participation Agreement (TRLI 2001-1B) 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 Agreements or operations or involve risk of the imposition of criminal liability on a Tax Indemnitee, or (c) if 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, 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 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 and unambiguously demonstrate that the Tax is not an Indemnified Tax unless the Lessee's conduct of the contest materially prejudiced the Tax Indemniteeindemnified 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 and furnished at the Lessee's sole expense, opining to the effect that a reasonable basis exists for contesting such claim or, in the event of an appeal of an adverse a 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay such Tax Indemnitee on demand (and at no after after-tax costs to the Lessor, Lessor and the Owner Participant and any Tax IndemniteeParticipant) all reasonable costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all costs, expenses, reasonable legal and accounting fees fees, disbursements, penalties, interest and disbursementsadditions to the Tax); (iv) 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 shall have posted 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 with respect 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligationindemnified; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk substantial danger of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretionIndemnitee), on the Equipment or any portion thereof or any interest therein; (vi) 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 (A) at least $25,0005,000 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 or deposit of the claim, the Lessee shall have paid the amount required (and at no after-tax costs to the Lessor, Lessor and the Owner Participant or other Tax IndemniteeParticipant); and (viii) there is no risk of imposition of criminal liability or penalties. The Lessee shall cooperate with the Tax Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or the highest court in Canada or Mexico. The Tax Indemnitee shall 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 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 jurisdictiondecisions) 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, it there 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 determinationa reasonable basis to contest such claim. Notwithstanding anything contained in this Section 7.1, 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 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 7.1 with respect to such Tax ClaimTax, less any reasonable costs and expenses of plus interest at the Tax Indemnitee prior rate that would have been payable by the relevant taxing authority with respect to such payment in respect a refund of such Tax ClaimTax.

Contests. If a written an audit is commenced or any other claim is made by any taxing Tax authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that liability of the Company or any tax to of its Subsidiaries for which the Lessee may have an indemnity obligation hereunder may Verizon, GTE or Seller could be payable liable under Section 5.3(b) (a "Tax ClaimTAX CONTEST"), then such Tax Indemnitee Buyer shall give the Lessee written notice promptly notify Seller of such Tax Claim promptly Contest (but unless Verizon, GTE or Seller previously was notified in any event within twenty (20) days after its receipt of writing directly by the written relevant 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, unless (a) the Tax Indemnitee is required to do so by law 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 Indemnitiee, or the Tax Indemnitee's tax returns, books, or recordsauthority). If Seller so requests in writing and at Seller's expense, Buyer (1) shall cause the Lessee shall so request within 30 days after receipt of such notice relevant entity (Buyer, the Company, any Subsidiary or such shorter period as is reasonably specified by the Tax Indemnitee if any contest of the Tax must be commenced prior successor) to the expiration of 30 days), then such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax Contest on audit or permit the Lessee by appropriate claim for refund or credit of Taxes or in a related administrative or judicial proceeding which Seller in its sole and absolute discretion chooses to contest direct such Tax, as such Tax Indemnitee shall elect; provided, however, that entity 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 Indemniteepursue, and (iv2) no Equity Insufficiency Circumstance existsshall permit Seller, 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 Lessee's sole expense, to control 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 prosecution and as a result of such change, 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 7.1, a Tax Indemnitee will not be required to contest the imposition settlement of any Tax and shall be permitted to settle such audit or compromise any refund claim without the Lessee's consent if such Tax Indemnitee (A) shall waive its right to indemnity under this Section 7.1 or related administrative or judicial proceeding with respect to such Tax (and any claim Contest; and, where deemed necessary by Seller, Buyer shall cause the outcome relevant entity to authorize by appropriate powers of which is determined based upon the outcome of attorney such claim) and (B) persons as Seller shall pay designate to the Lessee any amount previously paid or advanced by the Lessee pursuant to this Section 7.1 represent such entity with respect to such audit or refund claim or related administrative or judicial proceeding and to settle or otherwise resolve any such proceeding; PROVIDED that in any case under this subsection, (x) Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, accept any proposed adjustment or enter into any settlement or agreement in compromise or otherwise dispose of any such audit or refund claim or related administrative or judicial proceeding in a manner that would purport to bind the Company if such actions would materially and adversely affect the Tax Claimliability or Tax basis, less depreciation, amortization, useful lives, net operating losses, or similar Tax items of Buyer, the Company or any reasonable costs of its Subsidiaries for Taxable periods or portions thereof ending after the Closing Date and expenses (y) Seller shall keep Buyer informed as to the progress of any audit or refund claim or related administrative or judicial proceeding which Seller has taken control of and Buyer shall have the right to consult with Seller during such proceedings at its own expense. Buyer shall further execute and deliver, or cause to be executed and delivered, to Seller or its designee all instruments and documents reasonably requested by Seller to implement the provisions of this subsection. Any refund of Taxes obtained by Buyer or the affected entity with respect to any Tax period (or portion thereof) of the Tax Indemnitee prior Company ending on or before the Closing Date shall be paid promptly to such payment Seller in respect of such Tax Claimaccordance with Section 5.3(c) hereof.

Contests. If any Claim in respect of an Imposition shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax notice of such proceeding) as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within thirty (30) days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event within 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 provided that failure to so notify the Lessee within thirty (30) days shall not relieve the Lessee of its obligations hereunder alter such Tax Indemnitee's rights under this Section 13.5 except to the extent that it effectively such failure precludes or prejudices the ability to contest such Imposition) and shall not take any action with respect to such Claim, proceeding or Imposition without the written consent of the Lessee (such consent not to conduct a contest of the Tax Claim). The Tax Indemnitee shall not pay such Tax Claim until at least be unreasonably withheld or unreasonably delayed) for thirty (30) days after providing the Lessee with receipt of such written noticenotice by the Lessee; provided, unless (a) however, that in the case of any such Claim or proceeding, if such Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such thirty (30) day period, such Tax Claim could result Indemnitee shall, in a material adverse financial, legal or other consequence such notice to the Lessee, so inform the Lessee and such Tax Indemnitee and shall not take any action with respect to such Claim, proceeding or Imposition without the consent of the Lessee (bsuch consent not to be unreasonably withheld or unreasonably delayed) in for ten (10) days after the written receipt of such notice described above, by the Lessee unless such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such ten (lO) day period. The Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from such Tax Indemnitee (or such shorter period as such Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for such Tax Indemnitee shall to commence such contest), to request in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as writing that such Tax Indemnitee shall elect; provided, however, that to contest the extent Imposition at the Lessee's expense. If (ix) 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of such Tax Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Tax Indemnitee for which the Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a (z) such Tax Indemnitee which are unrelated so requests, then the Lessee shall have the right to control the transactions contemplated by contest of such Claim, provided that in the Operative Agreementscase of a contest described in clause (y), (b) the if such Tax Indemnitee determines obtains and provides the Lessee with the reasonable good faith opinion of such Tax Indemnitee's counsel that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the 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), including an 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) above, 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 such Tax Indemnitee be required or the Lessee be permitted to contest (or such Tax Indemnitee required to contest) any Claim, (A) if such Tax for which Indemnitee provides the Lessee is obligated with a legal opinion of counsel reasonably acceptable to indemnify pursuant to this Section 7.1 unless: the Lessee that such action, suit or proceeding involves a reasonable 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 (iother than a Permitted Lien) on any Property or any part thereof unless 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 posted 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 maintained a result of such claim if and to the extent such Tax Indemnitee bond 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 other security reasonably satisfactory to the Lessee relevant Tax Indemnitee in respect to such risk, (B) if an Event of Default has occurred and furnished at the Lessee's sole expenseis continuing, opining that a reasonable basis exists for contesting such claim or, in the event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iiiC) unless the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, Imposition including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); , or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee shall provide to such Tax Indemnitee an interest-free advance 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 Imposition that the Indemnitee is required to pay (with no additional net after-tax costs to such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and Claims contested in the name of (I) the costs of such contest (as reasonably estimated by such Tax Indemnitee in good faitha public forum, no contest shall be required: (A) and the Taxes which may be required to be indemnified and (II) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) unless the amount of the potential indemnity (taking into account all similar or logically related Claims that have been or could be raised in any audit involving any or all such claims alone, or, if the subject matter thereof shall be of a continuing or recurring nature, when aggregated with substantially identical potential claims Tax Indemnitees with respect to any period for which the transactions contemplated Lessee may be liable to pay an indemnity under this Sec 13.5(b)) exceeds $250,000 and (B) unless, if requested 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 claimTax Indemnitee, the Lessee shall have paid the amount required (and at no after-tax costs provided 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 such Tax Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct an opinion of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or the highest court in Canada or Mexico. The Tax Indemnitee shall cooperate with respect to any contest controlled and conducted counsel selected by the Lessee and (which may be in-house counsel) (except, in the Lessee shall consult with the Tax Indemnitee regarding the conduct case of income taxes indemnified hereunder, in which case such contest. Notwithstanding anything to the contrary contained in this Section 7.1, no Tax Indemnitee opinion 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 such Tax Indemnitee and reasonably satisfactory 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, furnished 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 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 Tax Indemnitee shall, at the Lessee's sole 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 effect that such change is favorable extent permitted by this Section 13.5(b). Notwithstanding anything in this Section 13.5(b) to the position 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 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 or the Lessee, as the case may be, had asserted in waives its right to be indemnified under this Section 13.5 with respect to such previous contest and as a result of such change, 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 determinationClaim. Notwithstanding anything contained in this Section 7.1herein 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 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 indemnification under this Section 7.1 13.5 with respect to such Tax 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 7.1 Claim with respect to such Tax Claim, less year or any reasonable costs and expenses other taxable year the contest of the Tax Indemnitee prior to such payment in respect which is materially adversely affected as a result of such Tax Claimwaiver).

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect Imposition as to which the Lessee may be required have an indemnity obligation pursuant to indemnify against hereunder this SECTION 12.5, or if a any Tax Indemnitee shall determine that any tax to Imposition for which the Lessee may have an indemnity obligation hereunder pursuant to this SECTION 12.5 may be payable (a "Tax Claim")payable, then such Tax Indemnitee shall give the Lessee written notice of such Tax Claim promptly (but and in any event event, within twenty thirty (2030) days after its receipt of the written Tax Claim or its determination, as applicable), and shall furnish days) notify Lessee with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such claim in writing (but PROVIDED that failure to so notify the Lessee within thirty (30) days shall not relieve the Lessee of its obligations hereunder alter such Tax Indemnitee's rights under this SECTION 12.5, except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee any indemnified Taxes) and shall not pay take any action with respect to such Tax Claim until at least claim, proceeding or Imposition without the written consent of Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after providing the Lessee with receipt of such written noticenotice by Lessee; PROVIDED, unless (a) HOWEVER, that in the case of any such claim or proceeding, if such Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such 30-day period, such Tax Claim could result Indemnitee shall in a material adverse financialsuch notice to Lessee, legal or other consequence to the so inform Lessee, and such Tax Indemnitee and (b) in shall not take any action with respect to such claim, proceeding or Imposition without the written notice described above, the Tax Indemnitee has notified the consent of Lessee of such requirement or such material adverse consequence (such notice however shall consent not require the disclosure of the Tax Indemnitee's confidential information, as determined in the sole discretion of such Tax Indemnitiee, to be unreasonably withheld or the Tax Indemnitee's tax returns, books, or records). If the Lessee shall so request within 30 unreasonably delayed) for ten (10) days after the receipt of such notice by Lessee, unless the Tax Indemnitee shall be required by law or regulation to take action prior to the end of such 10-day period, in which case Tax Indemnitee shall promptly notify Lessee. Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from the Tax Indemnitee (or such shorter period as the Indemnitee has notified Lessee is reasonably specified required by law or regulation for the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith contest such Imposition, at Lessee's sole expense contest expense. If (x) such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 an Imposition for which Lessee has not agreed in writing to indemnify such Tax Indemnitee, (y) such contest must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other proceeding involving an Imposition for which Lessee has not agreed to indemnify such Tax Indemnitee or (z) the Tax Indemnitee so requests, then Lessee shall be permitted to control the contest of such claim PROVIDED, that in order to take control of the contest, Lessee must first acknowledge in writing its obligation to indemnify for the Imposition which is the subject of the contest if the outcome thereof is adverse, and PROVIDED, FURTHER, that in determining the application of CLAUSES (x) and (ivy) 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 each Tax Indemnitee shall take any other type of Tax, and all reasonable steps to segregate claims for any taxes that the Taxes for which Lessee indemnifies hereunder from Taxes Lessee is not required obligated to indemnify hereunder, so that Lessee can control the contest of the former. In all other claims requested to be contested by Lessee, the Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to shall control 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; providedclaim, however, that at such Tax Indemnitee's option, such contest shall be conducted by the Lessee in the name of such Tax Indemnitee)acting through counsel reasonably acceptable to Lessee. In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest (or the Tax Indemnitee required to contest) any claim (A) if such Tax for which 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 Lessee is obligated to indemnify pursuant to this Section 7.1 unless: sale, forfeiture or loss of, or the creation of any Lien (iother than a Permitted Lien) on the Leased Property or any part thereof unless Lessee shall have acknowledged posted and maintained a bond or other security reasonably satisfactory to the relevant Tax Indemnitee in writing (x) that it is solely responsible for any Indemnified Tax resulting from any contest under its controlrespect to such risk, (yB) its liability if an 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 Tax Indemnitee in respect of the Impositions subject to such Tax Indemnitee claim and all expenses for all reasonable out of pocket costs, losses and expenses that the Tax Indemnitees may incur which Lessee is responsible hereunder reasonably foreseeable 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 (C) 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay and shall pay to such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (includingImposition, without limitation, including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); , or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingImpositions prior to the contest, unless Lessee shall provide to the Tax Indemnitee an interest-free advance 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) Imposition that the costs of such contest (as reasonably estimated by such Tax Indemnitee in good faith) and the Taxes which may be is required to be indemnified and pay (II) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 additional net after-tax costs (including Taxes) to the Lessor, the Owner Participant or other such Tax Indemnitee); . In addition, for Tax Indemnitee-controlled contests and (viii) there is no risk claims contested in the name of imposition of criminal liability or penalties. The Lessee shall cooperate with the Tax Indemnitee in good faith with respect a public forum, no contest shall be required: (A) unless, in the case of an income tax, the amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Indemnitee for which Lessee may be liable to any contest controlled pay an indemnity under this SECTION 12.5) exceeds $50,000 and conducted (B) unless, if requested by the Tax Indemnitee and the Tax Indemnitee in good faith Indemnitee, Lessee shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal have provided to the U.S. Supreme Court or Indemnitee an opinion of counsel selected by Lessee (which may be in-house counsel, except that in 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 case of income taxes indemnified hereunder such contest. Notwithstanding anything to the contrary contained in this Section 7.1, no Tax Indemnitee opinion 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 acceptable to 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 Lessee, furnished at United States Supreme Court. The party conducting the Lessee's sole expense, contest shall consult in good faith with the other party and its counsel with respect to the effect 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 such change if the Tax Indemnitee is favorable to the position which controlling party and 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 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 agent or taxing authority to the controlling party thereof, in connection with such claim or the Lessee, as the case may be, had asserted in such previous contest and as a result of such change, it is more likely than not that the thereof. Each Tax Indemnitee will prevail orshall supply Lessee with such information and documents reasonably requested by Lessee as are necessary or advisable for Lessee to participate in any action, in suit or proceeding to the event extent permitted by this SECTION 12.5(b), and Lessee shall promptly reimburse such Tax Indemnitee for the reasonable out-of-pocket expenses of supplying such information and documents. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise or fail to appeal of an adverse court or administrative agency decisionruling with respect to any claim which is entitled to be indemnified under this SECTION 12.5 (and with respect to which contest is required under this SECTION 12.5(b)) without the prior written consent of Lessee (such consent not to be unreasonably withheld), that it is more likely than not that an appellate court or an administrative agency tribunal or decision making body unless such Tax Indemnitee waives its right to be indemnified under this SECTION 12.5 with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determinationrespect to such claim. Notwithstanding anything contained in this Section 7.1herein to the contrary, a Tax 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 the Lessee's consent Imposition if (i) such Tax Indemnitee (A) shall waive its right to indemnity indemnification under this Section 7.1 SECTION 12.5 with respect to such Tax 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 7.1 with respect to such year or any other taxable year, the 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 resolved against the relevant Tax Claim, less any reasonable costs Indemnitee (unless a change in law or facts has occurred since such prior adverse resolution and expenses 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 favorable resolution of the Tax Indemnitee prior to such payment in respect of such Tax Claimclaim at issue).

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within thirty (30) days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event within 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 provided that failure to so notify the Lessee within thirty (30) days shall not relieve the Lessee of its obligations hereunder alter such Tax Indemnitee's rights under this Section 13.5 except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee any Impositions) and shall not pay take any action with respect to such Tax Claim until at least claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after providing the Lessee with receipt of such written noticenotice by the Lessee; provided, unless (a) however, that in the case of any such claim or proceeding, if such Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such thirty (30) day period, such Tax Claim could result Indemnitee shall, in a material adverse financial, legal or other consequence such notice to the Lessee, so inform the Lessee and such Tax Indemnitee and shall not take any action with respect to such claim, proceeding or Imposition without the consent of the Lessee (bsuch consent not to be unreasonably withheld or unreasonably delayed) in for ten (10) days Xxx Research Corporation Participation Agreement after the written receipt of such notice described above, by the Lessee unless such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such ten (10) day period. The Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from such Tax Indemnitee (or such shorter period as such Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for such Tax Indemnitee shall to commence such contest), to request in good faith writing that such Tax Indemnitee contest the Imposition, at the Lessee's sole expense contest expense. If (x) such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim an Imposition of a such Tax Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of such Tax Indemnitee, but can be pursued independently from any other type of Tax, any taxes that proceeding involving an Imposition on such Tax Indemnitee for which the Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a (z) such Tax Indemnitee which are unrelated so requests, then the Lessee shall be permitted to control the transactions contemplated by contest of such claim, provided that in the Operative Agreementscase of any such contest, (b) the if such Tax Indemnitee determines reasonably and in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to the Lessee of such determination, in its sole discretion, such Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such contest, and determining whether any such contest shall be conducted provided that by (i) paying such Tax under protest or (ii) resisting payment taking control of such Tax or (iii) paying such Tax and seeking a refund thereof; providedthe contest, 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) acknowledges that it is solely responsible for any Indemnified Tax resulting from any contest under its controlthe Imposition ultimately determined to be due by reason of such contest, and provided, further, that in determining the application of clauses (x) and (y) its liability above, 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 relating to Impositions requested to be contested by the Lessee, 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 control the contest of such claim; provided, howeveracting through counsel reasonably acceptable to the Lessee. Notwithstanding anything to the contrary contained herein, in no event shall the Lessee be permitted to pursue or continue any contest (or such Tax Indemnitee be required to pursue or continue any contest) of any Imposition or claim thereof through any action, suit or proceeding (A) if such Tax Indemnitee provides the Lessee with a legal opinion of independent counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability on any Tax Indemnitee or will involve a material risk of imposition of civil liability on any Tax Indemnitee or the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Property Lien) on the Properties or any part thereof or any interference with the payment of Rent unless, with respect to civil liability only, 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 posted a bond or other security reasonably satisfactory to the Lessee relevant Tax Indemnitees in respect of such risk, (B) if a Lease Default or Lease Event of Default has occurred and furnished at the Lessee's sole expenseis continuing, opining that a reasonable basis exists for contesting such claim or, in the event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iiiC) unless the Lessee shall have agreed to pay and shall pay to such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any on an After Tax Indemnitee) Basis all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such Imposition or claim (includingthereof, without limitation, including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); disbursements as well as the Impositions which are the subject of such contest to the extent the contest is unsuccessful, or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingImposition prior to the contest, unless the Lessee shall provide to such Tax Indemnitee an interest-free advance 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) Imposition that the costs of such contest (as reasonably estimated by such Tax Indemnitee in good faith) and the Taxes which may be is so required to be indemnified pay on an After Tax Basis and (II) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant prior to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in commencing any risk of sale, forfeiture or loss of, or the creation of any Lien, or contest the Lessee shall have or otherwise made a provision to protect acknowledged its liability for the interest of such Tax Indemnitee Imposition (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 and to the transactions contemplated by extent that 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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 Xxx Research Corporation Participation Agreement shall not prevail in such previous the contest and as a result in respect of the Imposition). In addition, no contest of any Imposition shall be required: (A) unless the amount of the potential indemnities (taking into account all similar or logically related claims that have been or are likely to be raised in any audit involving any or all of such changeTax Indemnitees for which the Lessee may be liable to pay an indemnity under this Section 13.5(b)) exceeds $75,000 and (B) unless, it is more likely than not that if requested by such Tax Indemnitee, the Lessee shall have provided to such Tax Indemnitee at the Lessee's sole expense, an opinion of independent counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee will prevail that a reasonable basis exists to contest such Imposition (or, in the event case of an appeal from an adverse judicial determination, that there is substantial authority for a reversal or favorable modification of such decision of such appeal). In no event shall a Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The party conducting and controlling the contest of an Imposition shall consult in good faith with the other party and its counsel with respect to such contest (or claim for refund) but the decisions regarding what actions are to be taken with respect to such contest shall be made by the controlling party in its sole judgment. In addition, the party controlling the contest 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) any reports or claims issued by the relevant Governmental Authority to the controlling party thereof, relating to such contest. Each Tax Indemnitee shall, at the Lessee's sole 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) so long as such information or documents are not, in the reasonable judgment of the Tax Indemnitee, confidential information or documents. Notwithstanding anything in this Section 13.5(b) to the contrary, so long as no Lease Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise or fail to appeal an adverse court or administrative agency decision, that determination with respect to any claim for an Imposition for which it is more likely than 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 (which shall not that an appellate court be unreasonably withheld or an administrative agency tribunal or decision making body delayed), unless such Tax Indemnitee waives its right to be indemnified under this Section 13.5 with appellate jurisdiction, as respect to such claim pursuant to the case may be, will reverse or substantially modify the adverse determinationnext paragraph. Notwithstanding anything contained in this Section 7.1herein to the contrary, a Tax Indemnitee will not be required to contest or continue to contest (and the imposition of Lessee shall not be permitted to contest or continue to contest) a claim with respect to any Tax Imposition and shall be permitted to settle or compromise commence any such claim without the Lessee's consent of the Lessee if (i) such Tax Indemnitee (A) shall waive its right to indemnity indemnification under this Section 7.1 13.5 with respect to such Tax 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 7.1 with respect to such Tax Claim, less year or any reasonable costs other taxable year the contest of which is materially adversely affected as a result of such waiver) and expenses of the Tax Indemnitee prior returns to such payment in the Lessee all amounts previously advanced to the Indemnitee with respect to the contest of such claim or (ii) such Imposition is the sole result of a claim of a continuing and consistent nature, which claim has previously been resolved against the relevant Tax ClaimIndemnitee (unless a change in law or facts has occurred since such prior adverse resolution and the Lessee provides an opinion of independent tax counsel reasonably satisfactory to the Tax Indemnitee to the effect that it is more Xxx Research Corporation Participation Agreement likely than not that such change in law or facts will result in a favorable resolution of the claim at issue).

Contests. If a written In the case of any notice of Tax deficiency, proposed Tax adjustment, Tax assessment, Tax audit, Tax examination or other administrative or court proceeding, suit, dispute or other claim is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be required to indemnify 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 Taxes (a "“Tax Claim")”) relating to any Tax period ending on or before the Closing Date that, then such Tax Indemnitee if determined adversely to the Company would be grounds for a claim for indemnity pursuant to this Section 6.4, Purchaser shall give the Lessee written notice upon receipt of such Tax Claim promptly (Claim, promptly, but in any event within twenty (20) days after its receipt of no later than 15 days, inform the written Tax Claim or its determination, as applicable), and shall furnish Lessee with copies Shareholders of such Tax Claim and all other writings received from the taxing authority Shareholders (at their sole cost and expense) shall have the right to control the extent relating to such claim (but failure to so notify the Lessee shall not relieve the Lessee conduct 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 and shall have the Lessee with such written notice, unless (a) the Tax Indemnitee is required right to do so by law or regulation or the failure to pay settle 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall electClaim; provided, however, that to the extent (i) that Purchaser may fully participate in the contest involves only Taxes constituting property taxes, sales taxes, or use taxesdispute of such Tax Claim, (ii) the contest does not involve any taxes that the Lessee is not required to indemnify the Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee that are unrelated Shareholders shall keep Purchaser timely informed with respect to the transactions contemplated by the Operative Agreementscommencement, status and nature of any such Tax Claim and (iii) the contest can Shareholders shall not settle, compromise or dispose of any Tax Claim without the consent of Purchaser, which consent shall not be pursued unreasonably withheld, conditioned or delayed. In the case of any Tax Claim relating to the Taxes of any Straddle Period, Purchaser and the Shareholders may each participate, at their own expense, in the name audit or proceeding, and the audit or proceeding shall be controlled by Purchaser or the Shareholders, whichever would bear the burden 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 greatest portion 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 claimadjustment; provided, however, that the Lessee party controlling the Straddle Period Tax Claim (i) shall not settle such audit or proceeding without the consent of the other party, which consent 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; unreasonably withheld, conditioned or delayed and (ii) such Tax Indemnitee shall have received keep 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 party timely informed 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 claimcommencement, the Lessee shall have paid the amount required (status 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of . The failure by Purchaser to provide the Tax Indemnitee prior to such payment in respect of such Tax Claimnotice contemplated by this Section 6.4(e) shall not affect the Shareholders’ indemnification obligations under Article VII.

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within 20 days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event within 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 provided that failure to so notify the Lessee within 20 days shall not relieve the Lessee of its obligations hereunder alter such Tax Indemnitee's rights under this Section 13.5 except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days after the receipt of such notice by the Lessee; provided, however, that in the case of any such claim or proceeding, if such Tax Claim). The 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 the Lessee, so inform the Lessee, and such Tax Indemnitee shall not pay take any action with respect to such Tax Claim until at least thirty claim, proceeding or Imposition without the consent of the Lessee (30such consent not to be unreasonably withheld or unreasonably delayed) for 10 days after providing the receipt of such notice by the Lessee with such written notice, unless (a) the Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such Tax Claim could result in 10-day period. The Lessee shall be entitled for a material adverse financial, legal or other consequence to period of 30 days from receipt of such notice from the Tax Indemnitee and (b) in the written notice described above, or such shorter period as the Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest imposition of such Tax, as at the Lessee's expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Tax Indemnitee for which the Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (bz) the Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided that in the case of a contest described in clause (y), if the Tax Indemnitee determines in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to the Lessee of such determination, in its sole discretion, the Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such contest, and determining whether any such contest shall provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such in determining the application of clauses (x) and (y) of the preceding sentence, each Tax Indemnitee's optionIndemnitee 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, such so that the Lessee can control the contest shall of the former. In all other claims requested to be conducted contested by the Lessee in Lessee, the name Tax Indemnitee shall control the contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to the Lessee. In no event shall such Tax Indemnitee be required or 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 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 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 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 any and all expenses 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 hereunder reasonably foreseeable 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 (C) 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, Imposition including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); , or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee shall provide to the Tax Indemnitee an interest-free advance 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 Imposition that the Indemnitee is required to pay (with no additional net after-tax costs to such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of the Tax Indemnitee in a public forum, no contest shall be required: (IA) unless the costs amount of such contest the potential indemnity (as reasonably estimated by taking into account all similar or logically related claims that have been or could be raised in any audit involving such Tax Indemnitee in good faith) and for which the Taxes which Lessee may be required liable to be indemnified pay an indemnity under this Section 13.5(b)) exceeds $500,000 and (IIB) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) the amount of such claims alone, orunless, 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 requested 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 claimTax Indemnitee, 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 provided to the Tax Indemnitee pursuant to an opinion of counsel selected by the contest provisions of this Section 7.1 unless there shall have been a change Lessee (which may be in-house counsel) (except, 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 case of income taxes indemnified hereunder which shall 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 acceptable to the Lessee, furnished at the Lessee's sole expense, ) 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 effect that such change is favorable 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 position which 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 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), and the Lessee shall promptly reimburse such Indemnitee for the reasonable out-of-pocket expenses of supplying such information and documents. 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 13.5 (and with respect to which contest is required under this Section 13.5(b)) without the prior written consent of the Lessee, as the case may be, had asserted in unless such previous contest and as a result of such change, 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 waives its right to be indemnified under this Section 13.5 with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determinationrespect to such claim. Notwithstanding anything contained in this Section 7.1herein 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 -52- Participation Agreement 57 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 indemnification under this Section 7.1 13.5 with respect to such Tax 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 7.1 with respect to such Tax Claim, less year or any reasonable costs and expenses other taxable year the contest of the Tax Indemnitee prior to such payment in respect which is materially adversely affected as a result of such Tax Claimwaiver).

Contests. If any claim shall be made against any Indemnitee or if any -------- proceeding shall be commenced against any Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant to this Section 24.4, or if any Indemnitee shall ------------ determine that any Imposition to which the Lessee may have an indemnity obligation pursuant to this Section 24.4 may be payable (a "Tax Claim")payable, then such Tax Indemnitee shall give ------------ promptly (and in any event, within 30 days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event within 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 provided that failure to so notify the Lessee within 30 days shall not relieve the Lessee of its obligations hereunder alter --------- such Indemnitee's rights under this Section 24.4 except to the extent that it effectively such ------------ failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim, proceeding or Imposition without the Tax Claim). The Tax written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days after the receipt of such notice by the Lessee; provided, however, that in -------- ------- the case of any such claim or proceeding, if such 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 be required to do so by law or regulation or the failure to pay such Tax Claim could result in a material adverse financial, legal or other consequence take action prior to the Tax end of such 30-day period, such Indemnitee shall in such notice to the Lessee, so inform the Lessee, and (b) in such Indemnitee shall not take any action with respect to such claim, proceeding or Imposition without the written notice described above, the Tax Indemnitee has notified consent of the Lessee of such requirement or such material adverse consequence (such notice however shall consent not require the disclosure of the Tax Indemnitee's confidential information, as determined in the sole discretion of such Tax Indemnitiee, to be unreasonably withheld or the Tax Indemnitee's tax returns, books, or records). If the Lessee shall so request within 30 unreasonably delayed) for 10 days after the receipt of such notice by the Lessee unless the Indemnitee shall be required by law or regulation to take action prior to the end of such 10-day period. The Lessee shall be entitled for a period of 30 days from receipt of such notice from the Indemnitee (or such shorter period as the Indemnitee has notified the Lessee is reasonably specified required by law or regulation for the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest imposition of such Tax, as at the Lessee's expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a Tax such Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of the Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Indemnitee for which the Lessee is has not required agreed to indemnify the Tax such Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (bz) the Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided -------- that in the case of a contest described in clause (y), if the Indemnitee ---------- determines in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the business or operations or involve risk of the imposition Indemnitee and provides a written explanation to the Lessee of criminal liability on a Tax Indemniteesuch determination, the Indemnitee may elect to control or (c) an Equity Insufficiency Circumstance exists, then such Tax Indemnitee may, in its sole discretion, reassert control such contest (including selecting of the forum for such contest, and determining whether any such contest shall provided, that by -------- taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such Tax Indemnitee's optionin determining the application of clauses (x) and (y) of -------- ------- ----------- --- the preceding sentence, such each 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 shall of the former. In all other claims requested to be conducted contested by the Lessee in Lessee, the name Indemnitee shall control the contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to the Lessee. In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest (or the Indemnitee required to contest) any Tax for which claim, (A) if such Indemnitee provides 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 legal opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory acceptable to the Lessee and furnished at the Lessee's sole expense, opining that a reasonable basis exists for contesting such claim or, in the event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (includingaction, without limitation, all reasonable legal and accounting fees and disbursements); (iv) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) suit or 14(h) proceeding involves a risk of imposition of criminal liability or will involve a material risk 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of 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 Lessee shall have posted and maintained a bond or otherwise made other security satisfactory to the relevant 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 provision bond or other security satisfactory to protect the interest relevant Indemnitee in respect of the Taxes subject to such claim and any and all expenses for which the Lessee is responsible hereunder reasonably foreseeable in connection with the contest of such Tax Indemnitee claim, (in a manner satisfactory C) unless the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnitee may incur in its sole discretion)connection with contesting such Imposition including all reasonable legal, on the Equipment accounting and investigatory fees and disbursements, or any portion thereof or any interest therein; (vi) 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; (viiD) if such contest shall be conducted involve the payment of the Tax prior to the contest, unless the Lessee shall provide to the Indemnitee an interest- free advance in an amount equal to the Imposition that the Indemnitee is required to pay (with no additional net after-tax costs to such Indemnitee). In addition for Indemnitee controlled contests and claims contested in the name of the Indemnitee in a manner requiring public forum, no contest shall be required: (A) unless the payment or deposit amount of the claimpotential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Indemnitee for which the Lessee may be liable to pay an indemnity under this Section 24.4(b)) exceeds $500,000 and (B) unless, if requested by the --------------- Indemnitee, the Lessee shall have paid the amount required (and at no after-tax costs provided to the Lessor, the Owner Participant or other Tax Indemnitee); and (viii) there is no risk Indemnitee an opinion of imposition of criminal liability or penalties. The Lessee shall cooperate with the Tax Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or the highest court in Canada or Mexico. The Tax Indemnitee shall cooperate with respect to any contest controlled and conducted counsel selected by the Lessee and (which may be in-house counsel) (except, in the Lessee shall consult with the Tax Indemnitee regarding the conduct case of such contest. Notwithstanding anything to the contrary contained in this Section 7.1, no Tax Indemnitee income taxes indemnified hereunder which 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 acceptable to the Lessee) that a reasonable basis exists to contest such claim. In no event shall a 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, furnished provided, however, that if -------- ------- the Indemnitee is the controlling party and the Lessee recommends the acceptance of 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 sole expenseexpense 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 effect that such change extent permitted by this Section 24.4(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 favorable entitled to be indemnified under this Section 24.4 (and ------------ with respect to which contest is required under this Section 24.4(b)) without --------------- the position which such Tax Indemnitee or prior written consent of the Lessee, as the case may be, had asserted in unless such previous contest and as a result of Indemnitee waives its right to be indemnified under this Section 26.5 with respect to such change, 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 determinationclaim. ------------ Notwithstanding anything contained in this Section 7.1herein 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 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 indemnification under this Section 7.1 24.4 with respect to ------------ such claim (and any claim with respect to such Tax (and year or any claim other taxable year the outcome contest of which is determined based upon the outcome materially adversely affected as a result of such claim) and (B) shall pay to the Lessee any amount previously paid or advanced by the Lessee pursuant to this Section 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claimwaiver).

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect Imposition as to which the Lessee Representative may be required have an indemnity obligation pursuant to indemnify against hereunder this Section 13.5, or if a any Tax Indemnitee shall determine that any tax Imposition to which the Lessee Representative may have an indemnity obligation hereunder pursuant to this Section 13.5 may be payable (a "Tax Claim")payable, then such Tax Indemnitee shall give the Lessee written notice of such Tax Claim promptly (but and in any event event, within twenty 30 days) notify the Representative in writing (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 provided that failure to so notify the Lessee Representative within 30 days shall not relieve the Lessee of its obligations hereunder alter such Tax Indemnitee's rights under this Section 13.5 except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of any Impositions) and shall not take any action with respect to such claim, proceeding or Imposition without the written consent of the Representative (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days after the receipt of such notice by the Representative; provided, however, that in the case of any such claim or proceeding, if such Tax Claim). The 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 the Representative, so inform the Representative and such Tax Indemnitee shall not pay take any action with respect to such claim, proceeding or Imposition without the consent of the Representative (such consent not to be unreasonably withheld or unreasonably delayed) for 10 days after the receipt of such notice by the Representative unless such Tax Claim until at least thirty (30) days after providing the Lessee with such written notice, unless (a) the Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such 10-day period. The Representative shall be entitled for a period of 30 days from receipt of such notice from such Tax Claim could result in a material adverse financial, legal Indemnitee (or other consequence to the Tax Indemnitee and (b) in the written notice described above, the such shorter period as such Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for such Tax Indemnitee shall to commence such contest), to request in good faith at Lessee's sole expense contest writing that such Tax or permit Indemnitee contest the Lessee to contest imposition of such Tax, as at the Representative's expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee Representative 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.

Contests. If a written claim is made Seller and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authority authority, initiate any claim for refund, amend any Income Tax Return and contest, resolve and defend against a any assessment for Income Taxes, notice of Income Tax Indemnitee deficiency or other adjustment of Income Taxes of or relating to any liability of the Acquired Subsidiaries for Income Taxes for any Taxes with respect to which the Lessee may be required to indemnify 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 any event within 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 Pre-Closing Period. Subject to the extent relating foregoing, Seller shall allow Orbital and its counsel to such claim participate at Orbital's expense in (but failure to so notify the Lessee shall not relieve the Lessee i) any audits or examinations of its obligations hereunder except any Seller Consolidated Return to the extent that it effectively precludes such returns relate to any Acquired Subsidiary for which a Section 338(h)(10) Election will not be made or a Seller Consolidated Return filed with a taxing authority in a jurisdiction in which no Section 338(h)(10) Election is available, and (ii) any audits or examinations of Pre-Closing Separate Returns that relate to an Acquired Subsidiary for which a Section 338(h)(10) Election will not be made or Pre-Closing Returns that are filed with a taxing authority in a jurisdiction in which no Section 338(h)(10) Election is available. Seller shall not settle any such audit or examination in a manner which would materially adversely affect the ability Acquired Subsidiaries after the Closing Date without the prior written consent of Orbital, which shall not unreasonably be withheld. Orbital and its duly appointed representatives shall have the exclusive authority to control any audit or examination by any taxing authority, initiate any claim for refund, amend any Income Tax Return and contest, resolve and defend against any assessment for Income Taxes, notice of Income Tax deficiency or other adjustment of Income Taxes of or relating to any liability of the Lessee Acquired Subsidiaries or any successor thereto for Income Taxes for any Tax period ending after the Closing Date. Subject to conduct a contest the foregoing, Orbital shall allow Seller and its counsel to participate at Seller's expense in any audits or examinations of Income Tax Returns including any 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, unless (a) the Tax Indemnitee is required to do so by law 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall elect; provided, however, that Acquired Subsidiaries 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 audits or examinations 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 require Seller 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) 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 Lease Default or Lease Event of Default involves make a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 penaltieshereunder. The Lessee shall cooperate with the Tax Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 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, 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 7.1, 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 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.Orbital

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect Imposition as to which the Lessee Agent may be required have an indemnity obligation pursuant to indemnify against hereunder this Section 13.5, or if a any Tax Indemnitee shall determine that any tax Imposition to which the Lessee Agent may have an indemnity obligation hereunder pursuant to this Section 13.5 may be payable (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within thirty (30) days) notify the Lessee written notice of such Tax Claim promptly Agent in writing (but in any event within 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 provided that failure to so notify the Lessee Agent within thirty (30) days shall not relieve the Lessee of its obligations hereunder alter such Tax Indemnitee's rights under this Section 13.5 except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee any Impositions) and shall not pay take any action with respect to such Tax Claim until at least claim, proceeding or Imposition without the written consent of the Lessee Agent (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after providing the receipt of such notice by the Lessee with Agent; provided, however, that in the case of any such written noticeclaim or proceeding, unless (a) the if such Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such thirty (30) day period, such Tax Claim could result Indemnitee shall in a material adverse financial, legal or other consequence such notice to the Lessee Agent, so inform the Lessee and such Tax Indemnitee and shall not take any action with respect to such claim, proceeding or Imposition without the consent of the Lessee Agent (bsuch consent not to be unreasonably withheld or unreasonably delayed) in for 10 days after the written receipt of such notice described above, by the Lessee Agent unless such Tax Indemnitee shall be required by law or regulation to take action prior to the end of such ten (10) day period. The Lessee Agent shall be entitled for a period of thirty (30) days from receipt of such notice from such Tax Indemnitee (or such shorter period as such Tax Indemnitee has notified the Lessee of such requirement Agent is required by law 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 Indemnitiee, 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 regulation for such Tax Indemnitee shall to commence such contest), to request in good faith at Lessee's sole expense contest writing that such Tax or permit Indemnitee contest the Lessee to contest imposition of such Tax, as such Tax Indemnitee shall 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 at the Lessee is not required to indemnify the Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, Agent's expense. If (iiix) the such contest can be pursued in the name of the Lessee Agent and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the Lessee Agent has not agreed in writing to indemnify such Tax Indemnitee, and (ivy) no Equity Insufficiency Circumstance exists, 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 agreed to indemnify such Tax Indemnitee or (z) such Tax Indemnitee so requests, then the Lessee Agent shall be undertaken 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 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 Agent could have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to the Lessee Agent of such determination, in its sole discretion, such Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such contest, and determining whether any such contest shall provided that by taking control of the contest, the Lessee Agent acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such in determining the application of clauses (x) and (y) above, each Tax Indemnitee's optionIndemnitee shall take any 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, such so that the Lessee Agent can control the contest shall of the former. In all other claims requested to be conducted contested by the Lessee in Agent, such Tax Indemnitee shall control the name contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to the Lessee Agent. In no event shall such Tax Indemnitee be required or the Lessee Agent 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 or such Tax Indemnitee for all reasonable out of pocket costsrequired to contest) any claim, 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 (zA) 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 provides 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 Agent with a legal opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory acceptable to the Lessee and furnished at Agent that such action, suit or proceeding involves a risk of imposition of criminal liability or will involve a material risk of the Lessee's sole expensesale, opining that forfeiture or loss of, or the creation of any Lien (other than a reasonable basis exists for contesting such claim orPermitted Lien) on the Property or any part thereof unless, in the event of an appeal of an adverse court or administrative agency decisionwith respect to civil liability only, 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee Agent shall have agreed in writing to be responsible for such risk, (B) if an Event of Default has occurred and is continuing, (C) unless the Lessee Agent shall have agreed to pay and shall pay, to such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, Imposition including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); , or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee Agent shall provide to such Tax Indemnitee an interest-free advance 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) Imposition that the costs of such contest (as reasonably estimated by such Tax Indemnitee in good faith) and the Taxes which may be is required to be indemnified and pay (II) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 additional net after-tax costs to the Lessor, the Owner Participant or other 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: (A) unless the amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving any or all such Tax Indemnitees with respect to any period for which the Lessee Agent may be liable to pay an indemnity under this Section 13.5(b)) exceeds $100,000 and (viiiB) there is 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 risk of imposition of criminal liability or penaltiesevent shall a Tax Indemnitee be required to appeal an adverse judicial determination to the United States Supreme Court. The Lessee party conducting the contest shall cooperate with the Tax Indemnitee consult in good faith with the other party and its counsel with respect to any the contest controlled and conducted 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 in good faith shall consult with rejects such settlement offer then the amount for which the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not will be required to pursue an appeal to the U.S. Supreme Court or the highest court in Canada or Mexico. The indemnify such Tax Indemnitee shall cooperate with respect to any 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 controlled thereof. Each Tax Indemnitee shall, at the Lessee's expense, supply the Lessee Agent with such information and conducted documents reasonably requested by the Lessee and Agent as are necessary or advisable for the Lessee shall consult with Agent to participate in any action, suit or proceeding to the Tax Indemnitee regarding the conduct of such contestextent permitted by this Section 13.5(b). Notwithstanding anything to the contrary contained in this Section 7.113.5(b) to the contrary, no Tax Indemnitee shall be required enter into any settlement or other compromise or fail to contest appeal an adverse ruling with respect to any claim if 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 subject matter thereof shall be prior written consent of a continuing or recurring nature and shall have previously been adversely decided to the Lessee Agent, unless such Tax Indemnitee waives its right to be indemnified under this Section 13.5 with respect to such claim 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 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, 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 determinationnext paragraph. Notwithstanding anything contained in this Section 7.1herein 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 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 indemnification under this Section 7.1 13.5 with respect to such Tax 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 7.1 with respect to such Tax Claim, less year or any reasonable costs and expenses other taxable year the contest of the Tax Indemnitee prior to such payment in respect which is materially adversely affected as a result of such Tax Claimwaiver) and returns to the Lessee Agent all amounts previously advanced to the Indemnitee with respect to the contest of such claim.

Contests. If a written claim is made The Purchaser will promptly notify the Seller in -------- writing upon receipt by the Purchaser, any taxing authority against a Tax Indemnitee of its Affiliates or the Company of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company for any Taxes with respect to which the Lessee may Seller would be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax the Purchaser pursuant 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 any event within 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 ClaimSection 4.08(A). The Tax Indemnitee shall not pay such Tax Claim until Seller will have the right to --------------- represent the Company's interests in any tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice 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 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 aboveits own expense. Nonetheless, 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 Indemnitiee, 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 in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest such Tax, as such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (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 Seller shall not be required entitled to indemnify settle any claim for such Taxes to that would materially adversely affect the extent the results liability for Taxes of the contest clearly demonstrate that the Tax is not an Indemnified Tax unless the Lessee's conduct Purchaser or any of the contest materially prejudiced Companies for any period after the Tax Indemnitee; (ii) such Tax Indemnitee shall have received Closing Date without 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees and disbursements); (iv) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) prior written consent 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 Purchaser (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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee consent shall not be required to pursue an appeal to the U.S. Supreme Court unreasonably withheld or 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 contest. Notwithstanding anything to the contrary contained in this Section 7.1delayed, 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 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, 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 7.1, a Tax Indemnitee but will not be required to contest the imposition extent that the Sellers have indemnified the Purchaser against the effects of any Tax such settlement). The Seller will be entitled to participate, at its own expense, in the defense of any claim for Taxes for a year or period ending after the Closing Date that may be the subject of indemnification by the Seller pursuant to Section 4.08(A) and, with the written consent of the Purchaser (which consent --------------- shall not be unreasonably withheld or delayed), and shall be permitted at its sole expense, may assume the entire defense of such tax claim. Neither the Purchaser nor the Company may agree to settle any tax claim for the portion of the year or compromise period ending on the Closing Date that may be the subject of indemnification by the Seller under Section 4.08(A) without the prior written consent of the Seller, --------------- which consent shall not be unreasonably withheld or delayed. In addition, the Seller will promptly notify the Purchaser in writing upon receipt by the Seller or any of its subsidiaries, including the Company, of notice of any pending or threatened federal, state, local or foreign income or franchise tax audits or assessments which may materially affect the tax liabilities of the Company for which the Purchaser would be liable pursuant to Section 4.08(A) or (B). The Purchaser will have the right to represent the ---------------------- Company's interests in any tax audit or administrative or court proceeding relating to taxable periods ending on or before the Closing Date, and to employ counsel of its choice at its own expense. Nonetheless, the Purchaser shall not be entitled to settle any claim for Taxes that would materially adversely affect the liability for Taxes of the Seller or the Company for any period after the Closing Date without the Lessee's prior written consent if such Tax Indemnitee of the Seller (A) which consent shall waive not be unreasonably withheld or delayed). The Purchaser will be entitled to participate, at its right to indemnity under this Section 7.1 with respect to such Tax (and own expense, in the defense of any claim for Taxes for a year or period ending after the outcome of Closing Date for which is determined based upon the outcome of such claimPurchaser may be liable pursuant to Section 4.08(A) and or (B) ---------------------- and, with the written consent of the Seller (which consent shall pay not be unreasonably withheld or delayed), and at its sole expense, may assume the entire defense of such tax claim. Neither the Seller nor any of its subsidiaries may agree to settle any tax claim for the Lessee any amount previously paid portion of the year or advanced by period ending on the Lessee Closing Date for which the Purchaser may be liable pursuant to this Section 7.1 with respect to such Tax Claim, less any reasonable costs and expenses 4.08(A) or (B) without the prior written consent of the Tax Indemnitee prior to such payment in respect of such Tax ClaimPurchaser, ---------------------- which consent shall not be unreasonably withheld or delayed.

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within 30 days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event within 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 provided that failure to so notify the Lessee within 30 days shall not relieve the Lessee of its obligations hereunder alter such Tax Indemnitee's rights under this Section 26.5 except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 days after the receipt of such notice by the Lessee; provided, however, that in the case of any such claim or proceeding, if such Tax Claim). The 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 the Lessee, so inform the Lessee, and such Tax Indemnitee shall not pay take any action with respect to such Tax Claim until at least thirty claim, proceeding or Imposition without the consent of the Lessee (30such consent not to be unreasonably withheld or unreasonably delayed) for 10 days after providing the receipt of such notice by the Lessee with such written notice, unless (a) the Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such Tax Claim could result in 10-day period. The Lessee shall be entitled for a material adverse financial, legal or other consequence to period of 30 days from receipt of such notice from the Tax Indemnitee and (b) in the written notice described above, or such shorter period as the Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest imposition of such Tax, as at the Lessee's expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Tax Indemnitee for which the Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (bz) the Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided that in the case of a contest described in clause (y), if the Tax Indemnitee determines in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to the Lessee of such determination, in its sole discretion, the Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such contest, and determining whether any such contest shall provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such in determining the application of clauses (x) and (y) this sentence, each Tax Indemnitee's optionIndemnitee 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, such so that the Lessee can control the contest shall of the former. In all other claims requested to be conducted contested by the Lessee in Lessee, the name Tax Indemnitee shall control the contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to the Lessee. In no event shall such Tax Indemnitee be required or 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 any and all expenses 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 hereunder reasonably foreseeable 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 (C) 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on within ten (10) Business Days after demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, Imposition including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); , or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee shall provide to the Tax Indemnitee an interest-free advance 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 Imposition that the Indemnitee is required to pay (with no additional net after-tax costs to such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of the Tax Indemnitee in a public forum, no contest shall be required: (IA) unless the costs amount of such contest the potential indemnity (as reasonably estimated by taking into account all similar or logically related claims that have been or could be raised in any audit involving such Tax Indemnitee in good faith) and for which the Taxes which Lessee may be required liable to be indemnified pay an indemnity under this Section 26.5(b)) exceeds $500,000 and (IIB) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) the amount of such claims alone, orunless, 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 requested 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 claimTax Indemnitee, 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 provided to the Tax Indemnitee pursuant to an opinion of counsel selected by the contest provisions of this Section 7.1 unless there shall have been a change Lessee (which may be in-house counsel) (except, 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 case of income taxes indemnified hereunder which shall 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 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, furnished 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 at the Lessee's sole expenseexpense 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 effect that such change extent permitted by this Section 26.5(b). 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 favorable entitled to be indemnified under this Section 26.5 (and with respect to which contest is required under this Section 26.5(b)) without the position which prior written consent of the Lessee, unless such Tax Indemnitee or the Lessee, as the case may be, had asserted in waives its right to be indemnified under this Section 26.5 with respect to such previous contest and as a result of such change, 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 determinationclaim. Notwithstanding anything contained in this Section 7.1herein 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 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 indemnification under this Section 7.1 with respect to such Tax (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 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.this

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within twenty (20) days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event provided that failure to so notify the Lessee within twenty (20) days after its receipt of the written Tax Claim or its determination, as applicable), and shall furnish Lessee with copies of not alter 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 Indemnitee’s rights under this Section 13.4, except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee any indemnified Taxes) and shall not pay take any action with respect to such Tax Claim until at least claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after providing the Lessee with receipt of such written noticenotice by the Lessee; provided, unless (a) however, that in the case of any such claim or proceeding, if such Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such thirty (30) day period, such Tax Claim could result Indemnitee shall in a material adverse financialsuch notice to the Lessee, legal so inform the Lessee, and such Tax Indemnitee shall not take any action with respect to such claim, proceeding or other consequence Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Lessee, unless the Tax Indemnitee and shall be required by law or regulation to take action prior to the end of such ten (b10) in day period. The Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from the written notice described above, Tax Indemnitee (or such shorter period as the Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest imposition of such Tax, as at the Lessee’s expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Tax Indemnitee for which the Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (bz) the Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim; provided that in the case of a contest described in any of clause (x), (y) or (z) above, if the Tax Indemnitee determines in good faith that such contest conducted by the Lessee could would have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to the Lessee of such determination, in its sole discretion, the Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such contest, and determining whether any such contest shall provided, that by taking control of the contest, Lxxxxx acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such in determining the application of clauses (x) and (y) of this sentence, each Tax Indemnitee's optionIndemnitee 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, such so that the Lessee can control the contest shall of the former. In all other claims requested to be conducted contested by the Lessee in Lessee, the name Tax Indemnitee shall control the contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to the Lessee. In no event shall such Tax Indemnitee be required or 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 any and all expenses 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 hereunder reasonably foreseeable 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 (C) 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay and shall pay to such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (includingImposition, without limitation, including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); disbursements as well as the Impositions which are the subject of such claim to the extent the contest is unsuccessful, or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee shall provide to the Tax Indemnitee an interest-free advance 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 Imposition that the Indemnitee is required to pay (with no additional net after-tax costs (including Taxes) to such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of the Tax Indemnitee in a public forum, no contest shall be required: (IA) unless the costs amount of such contest the potential indemnity (as reasonably estimated by taking into account all similar or logically related claims that have been or could be raised in any audit involving such Tax Indemnitee in good faith) and for which the Taxes which Lessee may be required liable to be indemnified pay an indemnity under this Section 13.4(b)) exceeds $50,000 and (IIB) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) the amount of such claims alone, orunless, 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 requested 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 claimTax Indemnitee, 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 provided to the Tax Indemnitee pursuant to an opinion of counsel selected by the contest provisions of this Section 7.1 unless there shall have been a change Lessee (which may be in-house counsel, except, in the law (includingcase of income taxes indemnified hereunder, without limitation, amendments to statutes or regulations, administrative rulings (excluding private letter rulings and other rulings or materials which opinion shall be 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 acceptable to the Lessee, furnished at the Lessee's sole expense, ) 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 effect that such change is favorable 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 position which 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 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 13.4(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 fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 13.4 (and with respect to which contest is required under this Section 13.4(b)) without the prior written consent of the Lessee, as the case may be, had asserted in unless such previous contest and as a result of such change, 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 waives its right to be indemnified under this Section 13.4 with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determinationrespect to such claim. Notwithstanding anything contained in this Section 7.1herein 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 and shall be permitted to settle or compromise any claim without the Lessee's consent if (i) such Tax Indemnitee (A) shall waive its right to indemnity indemnification under this Section 7.1 13.4 with respect to such Tax 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 7.1 with respect to such year or any other taxable year, the contest of which is materially adversely affected as a result of such waiver) or (ii) such Tax Claimis the sole result of a claim of a continuing and consistent nature, less any reasonable costs which claim has previously been resolved against the relevant Tax Indemnitee (unless a change in law or facts has occurred since such prior adverse resolution and expenses 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 favorable resolution of the Tax Indemnitee prior to such payment in respect of such Tax Claimclaim at issue).

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give within thirty (30) days notify the Lessee written notice of such Tax Claim promptly in writing (but in any event within twenty (20) days after its receipt of the written Tax Claim or its determinationprovided, 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 that failure to so notify the Lessee within thirty (30) days shall not relieve alter such Tax Indemnitee’s rights under this Section 13.5 except to the extent such failure precludes the ability to conduct a contest of any Impositions) and shall not take any action with respect to such claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after the receipt of its such notice by the Lessee; provided, however, that in the case of any such claim or proceeding, if such Tax Indemnitee shall be required by Applicable Law to take action prior to the end of such thirty (30) day period, such Tax Indemnitee shall in such notice to the Lessee, so inform the Lessee, and such Tax Indemnitee shall not take 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 ten (10) days after the receipt of such notice by the Lessee unless such Tax Indemnitee shall be required by Applicable Law or regulation to take action prior to the end of such ten (10) day period, provided, further, however, that the failure of the Tax Indemnitee to give notice referred to in this sentence shall not diminish Lessee’s obligations hereunder except to the extent that it effectively such failure precludes the ability of the Lessee to conduct a contest of the Tax Claim)from contesting such claim. The Tax Indemnitee Lessee shall not pay such Tax Claim until at least be entitled for a period of thirty (30) days after providing the Lessee with from receipt of such written notice, unless (a) the notice from such Tax Indemnitee is required to do so by law (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 shorter period as such 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 Indemnitiee, 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 required by the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 days), then Applicable Law for such Tax Indemnitee shall to commence such contest) to request in good faith at Lessee's sole expense contest writing that such Tax or permit Indemnitee contest the Lessee to contest imposition of such Tax, as such Tax Indemnitee shall elect; provided, however, that to at the extent Lessee’s sole cost and expense. If (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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the 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 (aii) 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 must 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 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 agreed to indemnify such Tax Indemnitee or (iii) such Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim, provided, that in the case of a contest described in clause (ii), if such Tax Indemnitee reasonably determines that such contest by the Lessee could have an adverse impact on the business or operations of such Tax Indemnitee, 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. 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 such Tax Indemnitee be required or 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 could involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Property Lien of the type described in clause (a), (b), (g) or (h) of the definition thereof) 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 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 claim and any and all expenses 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 hereunder reasonably foreseeable 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 (C) 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, Imposition including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); , or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee shall provide to such Tax Indemnitee an interest-free advance 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 Imposition that the Tax Indemnitee is required to pay (with no additional net after-tax costs to 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 unless: (IA) the costs amount of the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such contest Tax Indemnitee with respect to any period for which the Lessee may be liable to pay an indemnity under this Section 13.5(b)) exceeds $50,000, (as reasonably estimated B) if requested by such Tax Indemnitee, the Lessee shall have provided to such Tax Indemnitee an opinion of counsel selected by the Lessee (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 good faiththe case of an appeal of an adverse determination, an opinion of such counsel to the effect that there is substantial authority for the position asserted in such appeal) and (C) Lessee shall have acknowledged in writing to the Tax Indemnitee its obligation to pay the costs and expenses thereof and to indemnify such Tax Indemnitee pursuant to this Section 13.5 for the Taxes which may subject to the proposed contest, if such contest is unsuccessful. In no event shall a Tax Indemnitee be required to be indemnified and (II) if such Lease Default or Lease Event of Default involves appeal an adverse judicial determination to the United States Supreme Court. In addition, a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action not be required to be taken will not result in contest any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee claim in its sole discretion), on the Equipment name (or any portion thereof or any interest therein; (vithat of an Affiliate) 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 decided adversely decided to the Tax Indemnitee by a court of competent jurisdiction pursuant to the contest provisions of this Section 7.1 13.5(b), unless there shall have been a change Change in Law and 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 received, at the Lessee’s expense, an opinion of independent tax counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee and reasonably satisfactory to the Lesseestating that, 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 changeChange in Law, it is more likely than not that the Tax Indemnitee will prevail orin 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, provided, however, that the decisions regarding what actions to be taken shall be made by the controlling party in its sole judgment. 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 event contest thereof. Each Tax Indemnitee shall, at the Lessee’s sole cost and 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); provided, however, that such Tax Indemnitee shall not be required to provide to the Lessee copies of an (i) any information, documentation or materials that it reasonably deems to be confidential or proprietary or (ii) its tax returns or any other information, documentation or materials in respect of such Tax Indemnitee’s financial position. Notwithstanding anything in this Section 13.5(b) to the contrary, no Tax Indemnitee shall enter into any settlement or other compromise or fail to appeal of an adverse court or administrative agency decisionruling 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, that it is more likely than 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 made by the Lessee without the Tax Indemnitee’s written consent (which consent shall 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 determinationbe unreasonably withheld). Notwithstanding anything contained in this Section 7.1herein 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 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 indemnification under this Section 7.1 13.5 with respect to such Tax 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 7.1 with respect to such Tax Claim, less year or any reasonable costs and expenses other taxable year the contest of the Tax Indemnitee prior to such payment in respect which is materially adversely affected as a result of such Tax Claimwaiver).

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect to which the Lessee may be required to indemnify against hereunder or if a Tax Indemnitee shall determine that any tax Imposition as to which the Lessee may have an indemnity obligation hereunder pursuant 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 (a "Tax Claim")payable, then such Tax Indemnitee shall give promptly (and in any event, within twenty (20) days) notify the Lessee written notice of such Tax Claim promptly in writing (but in any event provided that failure to so notify the Lessee within twenty (20) days after its receipt of the written Tax Claim or its determination, as applicable), and shall furnish Lessee with copies of not alter 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 Indemnitee’s rights under this Section 13.4, except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee any indemnified Taxes) and shall not pay take any action with respect to such Tax Claim until at least claim, proceeding or Imposition without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after providing the Lessee with receipt of such written noticenotice by the Lessee; provided, unless (a) however, that in the case of any such claim or proceeding, if such Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such thirty (30) day period, such Tax Claim could result Indemnitee shall in a material adverse financialsuch notice to the Lessee, legal so inform the Lessee, and such Tax Indemnitee shall not take any action with respect to such claim, proceeding or other consequence Imposition without the consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Lessee, unless the Tax Indemnitee and shall be required by law or regulation to take action prior to the end of such ten (b10) in day period. The Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from the written notice described above, Tax Indemnitee (or such shorter period as the Tax Indemnitee has notified the Lessee of such requirement is required by law 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 Indemnitiee, 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 regulation for the Tax Indemnitee if any contest of the Tax must be commenced prior to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest imposition of such Tax, as at the Lessee’s expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such Tax Indemnitee for which the 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 (ay) such contest would involve must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that such Tax Indemnitee for which the Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (bz) the Tax Indemnitee so requests, then the Lessee shall be permitted to control the contest of such claim; provided that in the case of a contest described in any of clause (x), (y) or (z) above, if the Tax Indemnitee determines in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to the Lessee of such determination, in its sole discretion, the Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such contest, and determining whether any such contest shall provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such in determining the application of clauses (x) and (y) of this sentence, each Tax Indemnitee's optionIndemnitee 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, such so that the Lessee can control the contest shall of the former. In all other claims requested to be conducted contested by the Lessee in Lessee, the name Tax Indemnitee shall control the contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to the Lessee. In no event shall such Tax Indemnitee be required or 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 any and all expenses 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 hereunder reasonably foreseeable 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 (C) 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the Lessee shall have agreed to pay and shall pay to such Tax Indemnitee on demand (and at no after tax costs to the Lessor, the Owner Participant and any Tax Indemnitee) all reasonable costs out-of-pocket costs, losses and expenses that such Tax Indemnitee may incur in connection with contesting such claim (includingImposition, without limitation, including all reasonable legal legal, accounting and accounting investigatory fees and disbursements); disbursements as well as the Impositions which are the subject of such claim to the extent the contest is unsuccessful, or (ivD) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) or 14(h) if such contest shall involve the payment of the Lease or a Lease Event of Default shall have occurred and shall have been continuingTax prior to the contest, unless the Lessee shall provide to the Tax Indemnitee an interest-free advance 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 Imposition that the Indemnitee is required to pay (with no additional net after-tax costs (including Taxes) to such Tax Indemnitee). In addition for Tax Indemnitee controlled contests and claims contested in the name of the Tax Indemnitee in a public forum, no contest shall be required: (IA) unless the costs amount of such contest the potential indemnity (as reasonably estimated by taking into account all similar or logically related claims that have been or could be raised in any audit involving such Tax Indemnitee in good faith) and for which the Taxes which Lessee may be required liable to be indemnified pay an indemnity under this Section 13.4(b)) exceeds $50,000 and (IIB) if such Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien, or the Lessee shall have or otherwise made a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) the amount of such claims alone, orunless, 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 requested 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 claimTax Indemnitee, 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 Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 provided to the Tax Indemnitee pursuant to an opinion of counsel selected by the contest provisions of this Section 7.1 unless there shall have been a change Lessee (which may be in-house counsel, except, in the law (includingcase of income taxes indemnified hereunder, without limitation, amendments to statutes or regulations, administrative rulings (excluding private letter rulings and other rulings or materials which opinion shall be 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 acceptable to the Lessee, furnished at the Lessee's sole expense, ) 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 effect that such change is favorable 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 position which 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 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 13.4(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 fail to appeal an adverse ruling with respect to any claim which is entitled to be indemnified under this Section 13.4 (and with respect to which contest is required under this Section 13.4(b)) without the prior written consent of the Lessee, as the case may be, had asserted in unless such previous contest and as a result of such change, 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 waives its right to be indemnified under this Section 13.4 with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determinationrespect to such claim. Notwithstanding anything contained in this Section 7.1herein 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 and shall be permitted to settle or compromise any claim without the Lessee's consent if (i) such Tax Indemnitee (A) shall waive its right to indemnity indemnification under this Section 7.1 13.4 with respect to such Tax 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 7.1 with respect to such year or any other taxable year, the contest of which is materially adversely affected as a result of such waiver) or (ii) such Tax Claimis the sole result of a claim of a continuing and consistent nature, less any reasonable costs which claim has previously been resolved against the relevant Tax Indemnitee (unless a change in law or facts has occurred since such prior adverse resolution and expenses 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 favorable resolution of the Tax Indemnitee prior to such payment in respect of such Tax Claimclaim at issue).

Contests. If any claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a written claim is made by any taxing authority against a Tax Indemnitee notice of such proceeding) for any Taxes with respect Imposition as to which the Lessee may be required have an indemnity obligation pursuant to indemnify against hereunder this Section 13.4, or if a any Tax Indemnitee shall determine that any tax to Imposition for which the Lessee may have an indemnity obligation hereunder pursuant to this Section 13.4 may be payable (a "Tax Claim")payable, then such Tax Indemnitee shall give the Lessee written notice of such Tax Claim promptly (but and in any event event, within twenty (20) days) notify Lessee in writing (provided that failure to so notify Lessee within twenty (20) days after its receipt of the written Tax Claim or its determination, as applicable), and shall furnish Lessee with copies of not alter 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 Indemnitee’s rights under this Section 13.4, except to the extent that it effectively such failure precludes or materially adversely affects the ability of the Lessee to conduct a contest of the Tax Claim). The Tax Indemnitee any indemnified Taxes) and shall not pay take any action with respect to such Tax Claim until at least claim, proceeding or Imposition without the written consent of Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for thirty (30) days after providing the Lessee with receipt of such written noticenotice by Lessee; provided, unless (a) however, that in the case of any such claim or proceeding, if such Tax Indemnitee is shall be required to do so by law or regulation or to take action prior to the failure to pay end of such thirty (30) day period, such Tax Claim could result Indemnitee shall in a material adverse financialsuch notice to Lessee, legal or other consequence to the so inform Lessee, and such Tax Indemnitee and (b) in shall not take any action with respect to such claim, proceeding or Imposition without the written notice described above, the Tax Indemnitee has notified the consent of Lessee of such requirement or such material adverse consequence (such notice however shall consent not require the disclosure of the Tax Indemnitee's confidential information, as determined in the sole discretion of such Tax Indemnitiee, to be unreasonably withheld or the Tax Indemnitee's tax returns, books, or records). If the Lessee shall so request within 30 unreasonably delayed) for ten (10) days after the receipt of such notice by Lessee, unless the Tax Indemnitee shall be required by law or regulation to take action prior to the end of such ten (10) day period. Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from the Tax Indemnitee (or such shorter period as is reasonably specified by the Tax Indemnitee if any contest of has notified Lessee is required by law or regulation for the Tax must be commenced prior Indemnitee to the expiration of 30 dayscommence such contest), then to request in writing that such Tax Indemnitee shall in good faith at Lessee's sole expense contest such Tax or permit the Lessee to contest imposition of such Tax, as at Lessee’s expense. If (x) such Tax Indemnitee shall 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 or taxes and other issues relating to a Tax Indemnitee that are unrelated to the transactions contemplated by the Operative Agreements, (iii) the contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax Claim liability of a such 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 (ay) such contest would involve must be pursued in the name of the Tax Indemnitee, but can be pursued independently from any other type proceeding involving a Tax liability of Tax, any taxes that the such Tax Indemnitee for which Lessee is has not required agreed to indemnify the such Tax Indemnitee or taxes and other issues relating to a Tax Indemnitee which are unrelated to the transactions contemplated by the Operative Agreements, (bz) the Tax Indemnitee so requests, then Lessee shall be permitted to control the contest of such claim; provided that in the case of a contest described in any of clause (x), (y) or (z) if the Tax Indemnitee determines in good faith that such contest conducted by the Lessee could have a material adverse impact on such Tax Indemnitee's the 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 mayand provides a written explanation to Lessee of such determination, in its sole discretion, the Tax Indemnitee may elect to control such contest (including selecting or reassert control of the forum for such contest, and determining whether any such contest shall provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Imposition ultimately determined to be conducted due by (i) paying such Tax under protest or (ii) resisting payment reason of such Tax or (iii) paying such Tax claim, and seeking a refund thereof; provided, howeverfurther, that at such in determining the application of clauses (x) and (y) of the preceding sentence, each Tax Indemnitee's optionIndemnitee shall take any and all reasonable steps to segregate claims for any Taxes for which Lessee indemnifies hereunder from Taxes for which Lessee is not obligated to indemnify hereunder, such so that Lessee can control the contest of the former. In all other claims requested to be contested by Lessee, the Tax Indemnitee shall be conducted by control the Lessee in the name contest of such Tax Indemnitee)claim, acting through counsel reasonably acceptable to Lessee. In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest (or the Tax Indemnitee required 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 controlclaim, (yA) its liability to if such Tax Indemnitee for all reasonable out of pocket costs, losses and expenses that the Tax Indemnitees may incur in connection provides Lessee 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 legal 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 event of an appeal of an adverse 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 appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination; (iii) the 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 costs and expenses that such Tax Indemnitee may incur in connection with contesting such claim (includingaction, without limitation, all reasonable legal and accounting fees and disbursements); (iv) no Lease Default described in Section 14(a), 14(b), 14(c), 14(g) suit or 14(h) proceeding involves a risk of imposition of criminal liability or will involve a material risk 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 Lease Default or Lease Event of Default involves a payment obligation under an Operative Agreement that is currently not paid in full, the unpaid amount of such obligation, plus the present value of the amounts not yet due pursuant to such obligation; (v) such Tax Indemnitee shall have determined that the action to be taken will not result in any risk of sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien, ) on the Leased Property or the any part of any thereof unless Lessee shall have or otherwise made posted and maintained a provision to protect the interest of such Tax Indemnitee (in a manner satisfactory to such Tax Indemnitee in its sole discretion), on the Equipment or any portion thereof or any interest therein; (vi) 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 bond or other Tax Indemnitee); and (viii) there is no risk of imposition of criminal liability or penalties. The Lessee shall cooperate with the Tax Indemnitee in good faith with respect to any contest controlled and conducted by the Tax Indemnitee and the Tax Indemnitee in good faith shall consult with the Lessee regarding the conduct of such contest. A Tax Indemnitee shall not be required to pursue an appeal to the U.S. Supreme Court or 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 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 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 security 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 relevant Tax Indemnitee or the Lessee, as the case may be, had asserted in such previous contest and as a result of such change, 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 7.1, 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 7.1 with respect to such risk, (B) if an Event of Default is continuing, unless 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 any claim and all expenses for which Lessee is responsible hereunder reasonably foreseeable in connection with the outcome of which is determined based upon the outcome contest of such claim) and (B) shall pay to the Lessee any amount previously paid or advanced by the Lessee pursuant to this Section 7.1 with respect to such Tax Claim, less any reasonable costs and expenses of the Tax Indemnitee prior to such payment in respect of such Tax Claim.,