Common use of Contests Clause in Contracts

Contests. Whenever any Taxing Authority asserts a Claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.

Contests. Whenever Subject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 16 of the Charter, the Charterer shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Taxing Authority asserts Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall cooperate, at the Charterer's expense, with all reasonable requests of the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Charterer's control or is reasonably available to the Charterer, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section 13.1. Where the Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, makes no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Charterer or such insurers; provided, however, that if (i) in the written -------- ------- opinion of counsel to such Indemnitee an assessment, actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise disputes charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the amount of Taxes for which Seller is or may Charterer that such Indemnitee desires to be liable under this Agreementrepresented by separate counsel, Purchaser shall, if informed the reasonable fees and expenses of such separate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an assertionIndemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that such party's participation does not, promptly inform Sellerin -------- the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and Seller such participation shall have not constitute a waiver of the right to control receive the indemnification provided in this Section 13.1. Notwithstanding anything to the contrary contained herein, (x) the Charterer shall not under any resulting proceedings circumstances be liable for the fees and expenses of more than one counsel for each of (at its sole expensei) the Owner Participant and the Owner Trust (and their respective successors and permitted assigns, agents and servants) and to determine whether (ii) the Loan Participants and when to settle the Indenture Trustee (and their respective successors and permitted assigns, agents and servants), and (y) during the continuance of a Charter Event of Default, the Charterer shall not compromise any such Claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive Claim without the consent of Purchaser prior the applicable Indemnitee, such consent not to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.

Contests. Whenever Subject to the rights of insurers under policies of insurance maintained pursuant to Section 14, the Lessee shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or contest by appropriate proceedings or compromise, any Taxing Claim for which indemnification is sought under this Section 23, and the Indemnified Person shall cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in connection therewith, PROVIDED that the Lessee shall not have the right without the consent of the Indemnified Person to defend, contest or compromise any Claim with respect to such Indemnified Person (i) if an Event of Default shall have occurred and be continuing, (ii) if such proceeding involves any material danger of the sale, forfeiture or loss of the Leased Property or any part thereof, or (iii) if such Claim involves a realistic possibility of criminal sanctions or allegations by a Governmental Authority asserts of criminal liability to such Indemnified Person, in which event the Indemnified Person shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. In the event an Indemnified Person has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as such Indemnified Person shall reasonably request. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnified Person with respect to a Claim, makes no additional legal fees or expenses of such Indemnified Person in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; PROVIDED that, if (i) in the written opinion of counsel to such Indemnified Person an assessment, actual or potential conflict of interest exists where it is advisable for such Indemnified Person to be represented by separate counsel or (ii) such Indemnified Person has been indicted or otherwise disputes charged in a criminal complaint in connection with an indemnifiable Claim and such Indemnified Person informs the amount of Taxes for which Seller is or may Lessee that such Indemnified Person desires to be liable under this Agreementrepresented by separate counsel, Purchaser shall, if informed the reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Subject to the requirements of any policy of insurance, an assertion, promptly inform Seller, Indemnified Person may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and Seller such participation shall have not constitute a waiver of the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute receive the indemnification provided in this Section 23. Notwithstanding anything to the extent such proceedings or determinations affect contrary contained herein, during the amount continuance of Taxes for which Seller may be liable under an Event of Default, the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive Lessee shall not compromise any Claim without the consent of Purchaser prior the applicable Indemnified Person unless such Claim is simultaneously discharged fully and unconditionally as to consummating any such settlementIndemnified Person, which such consent shall not to be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.

Contests. Whenever (a) If any Taxing Authority asserts written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a Claimwritten notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, makes an assessmentsuch Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or otherwise disputes regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Seller Lessee is or may be liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under this Agreement, Purchaser shallprotest, if informed protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such an assertion, promptly inform Seller, claim or Tax if and Seller shall have the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute to the extent such proceedings Indemnified Person shall not prevail in the contest of such claim or determinations affect Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of Taxes for which Seller may an Indemnified Person, any contest required to be liable under pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the Agreementname of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, PROVIDEDso long as no Lease Event of Default shall have occurred and be continuing, HOWEVERLessee may, should a settlement increase or could be reasonably expected to increase at its expense, in the amount name of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this AgreementLessee or, then Seller must receive with the consent of Purchaser prior to consummating any such settlement, Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall not be unreasonably withheld. Whenever have reasonably determined that such action will result in any Taxing Authority asserts a Claimmaterial danger of sale, makes an assessment forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise disputes made provision to protect the amount interests of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the right Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to control any resulting proceedings time becoming due and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedpayable.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which the Lessees may have an assessmentindemnity obligation pursuant to Section 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or Lessees may have an indemnity obligation pursuant to Section 7.4 may be liable under this Agreementpayable, Purchaser shallsuch Tax Indemnitee shall promptly notify ChoicePoint. ChoicePoint shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that ChoicePoint desires to, assume and control the defense thereof; provided, however, that ChoicePoint, shall have acknowledged in writing its and each Lessee's obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action, suit or determinations affect proceeding if the amount of Taxes for which Seller may be liable under the Agreementcontest is unsuccessful; and, PROVIDEDprovided further, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent that ChoicePoint shall not be unreasonably withheld. Whenever entitled to assume and control the defense of any Taxing Authority asserts such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of ChoicePoint and the Lessees, on behalf of ChoicePoint with representatives reasonably satisfactory to ChoicePoint or a ClaimLessee) if and to the extent that, makes an assessment (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or otherwise disputes proceeding (x) involves any risk of imposition of criminal liability or any material risk of civil liability in excess of $1,000,000 on such Tax Indemnitee or (y) will involve a material risk of the amount sale, forfeiture or loss of, or the creation of Taxes for which Purchaser is liable under this Agreement, Purchaser any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless ChoicePoint or a Lessee shall have posted a bond or other security satisfactory to the right relevant Tax Indemnitees in respect to control any resulting proceedings such risk, (B) such proceeding involves Claims not fully indemnified by the Lessees which ChoicePoint and the Tax Indemnitee have been unable to determine whether sever from the indemnified claim(s), (C) an Event of Default has occurred and when is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) 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 ChoicePoint shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably expected satisfactory to increase ChoicePoint stating that a reasonable basis exists to contest such claim or (ii) in the amount case of Taxes for which Seller an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is liable under this Agreementmore likely than not to be successful, then Purchaser must receive provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the consent of Seller prior to consummating United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedproceeding conducted by ChoicePoint in accordance with the foregoing.

Contests. Whenever Parent agrees to give prompt written notice to the Holder Representative of the receipt of any Taxing Authority asserts a Claimwritten notice by the Company, makes an assessmentthe Surviving Corporation, Merger Sub, Parent or any of Parent’s Affiliates which involves the assertion of any claim, or otherwise disputes the amount commencement of Taxes for any Action, in respect of which Seller is or an indemnity may be liable under sought by the Parent Indemnities pursuant to Article IX (specifying with reasonable particularity the basis therefor) (a “Tax Claim”) and will give the Holder Representative such information with respect thereto as the Holder Representative may reasonably request; provided, that failure to comply with this Agreement, Purchaser shall, if informed of such an assertion, promptly inform Seller, and Seller provision shall have not affect the Parent Indemnities’ right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute indemnification under Article IX except to the extent that the Holders are actually prejudiced thereby. The Holder Representative may, at the Holders’ expense and upon notice to Parent, assume the defense or conduct of such proceedings or determinations Tax Claim, provided that the Holder Representative shall not, and shall cause none of the Holder Representative’s Affiliates to, settle, compromise and/or concede any such Tax Claim to the extent that it would reasonably be expected to adversely affect the amount Tax liability of Taxes for which Seller may be liable under the AgreementMerger Sub, PROVIDEDParent or, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this AgreementClosing, then Seller must receive the Company, without the prior written consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlementParent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Holder Representative fails to provide notice to Parent that it intends to assume the defense or conduct of such a Tax Claim, Parent shall control the contest or resolution of any Tax Claim; provided, however, that (x) the Holder Representative shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Holder Representative, and (y) Parent shall not, and shall cause none of the Company, the Surviving Corporation, Merger Sub or any of Parent’s Affiliates to, settle, compromise and/or concede, any such Tax Claim without the prior written consent of the Holder Representative, which consent shall not be unreasonably withheld or delayed.

Contests. Whenever Buyer or Conopco (acting for themselves or itself, or for the other Designated Buyers, Holdings, the Share Subscriber or the Sellers, as the case may be, in each such case, the “indemnified party”), shall notify the other party (acting for themselves or itself, or for the other Designated Buyers, Holdings, the Share Subscriber or the Sellers, as the case may be, in each such case, the “indemnifying party”) in writing upon receipt by the indemnified party or any Taxing Authority asserts a Claimof its Affiliates of notice of any proposed audit, makes an assessment, claim or otherwise disputes the amount of Legal Proceeding involving Taxes for which Seller is the indemnifying party would be required to indemnify the indemnified party pursuant to paragraph (a) of this Section 6.9; provided, however, that a failure to give such notice will not affect the indemnified party’s right to indemnification under this Section 6.9 except to the extent that the indemnifying party has been actually prejudiced as a result of such failure. The indemnifying party shall control any proposed Tax audit, assessment, claim or Legal Proceeding for which the indemnifying party would be required to indemnify the indemnified party pursuant to paragraph (a) of this Section 6.9, provided that the indemnifying party has acknowledged in writing its liability to indemnify the indemnified party against the full amount of any adjustment which may be liable under this Agreement, Purchaser shall, if informed made as a result of such an assertionaudit, promptly inform Sellerassessment, claim or Legal Proceeding. With respect to a proposed Tax audit, assessment, claim or Legal Proceeding for which either Conopco or its Affiliates, on the one hand, and Seller any of Buyer or their Affiliates, on the other hand, could be liable, (i) both Buyer and Conopco may participate in such audit, assessment, claim or Legal Proceeding (at their own expense and to the extent permitted by Applicable Law), and (ii) the audit, assessment, claim or Legal Proceeding shall be controlled by the party whose group has the larger potential Tax obligation or, where that party cannot be determined, Buyer. In the case of any Tax audit, assessment, claim or Legal Proceeding governed by this Section 6.9(c) the controlling party shall have the right exclusive authority to control settle or compromise such audit, assessment, claim or Legal Proceeding; provided, however, that neither Buyer nor Conopco shall enter into any resulting proceedings (at its sole expense) and to determine whether and when compromise Table of Contents or agree to settle any such Claimaudit, assessment assessment, claim or dispute to the extent such proceedings or determinations Legal Proceeding in a manner that would adversely affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid other party or its affiliates for taxable periods ending after Affiliates without the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the written consent of Purchaser prior to consummating any such settlementthe other party, which consent shall may not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.

Contests. Whenever any Taxing Authority asserts a Claim, makes In the case of an assessment, audit or otherwise disputes the amount of Taxes for which Seller is administrative or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, promptly inform Seller, and Seller shall have the right judicial proceeding that relates to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after on or before the Closing Date or for which Purchaser is liable Buyer may seek indemnity from Seller, Seller shall have the right, at its expense, to participate in and control the conduct of such audit or proceeding but only to the extent that such audit or proceeding relates to a potential adjustment for which Seller has acknowledged liability to Buyer under this Agreement. Seller shall keep Buyer fully informed of the progress of any such audit or proceeding, then and Buyer may also participate in any such audit or proceeding at its expense. Notwithstanding the foregoing, Seller must receive may not pay, discharge, settle, compromise or otherwise dispose of any audit or proceeding with respect to the Company Group without the prior written consent of Purchaser prior to consummating any such settlement, Buyer (which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment withheld or delayed); provided that no Buyer consent shall be required to settle or otherwise disputes dispose of the amount Sales and Use Tax Audits in the event that Buyer and the Company Group are not financially liable and no wrongdoing on behalf of Taxes Buyer or the Company Group is admitted in connection with such settlement or disposition. If Seller does not assume the defense of any such audit or proceeding promptly, Buyer may defend and settle the same (for Seller’s account and at Seller’s expense) in such reasonable manner as it may deem appropriate. In the event that a potential adjustment as to which Seller would be liable is present in the same proceeding as another potential adjustment for which Purchaser is liable under this AgreementBuyer would be liable, Purchaser Buyer shall have the right right, at its expense, to control any resulting proceedings such audit or proceeding. With respect to a potential adjustment for which both Seller, on the one hand, and to determine whether and when to settle any such ClaimBuyer or the Company Group, assessment or disputeon the other hand, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected liable, or which involves an issue that recurs or affects related tax items for any period ending after the Closing Date (whether or not the subject of audit as such time), (i) both Buyer and Seller may participate in the audit or proceeding, each at its own expense, and (ii) the audit or proceeding shall be controlled by Buyer. Notwithstanding the foregoing, Buyer may not pay, discharge, settle, compromise or otherwise dispose of any audit or proceeding with respect to increase the amount of Taxes a potential adjustment for which Seller is could be liable under this Agreement, then Purchaser must receive without the prior written consent of Seller prior to consummating any such settlement, (which consent shall not be unreasonably withheld, conditioned unreasonable withheld or delayed); provided that no Seller consent shall be required in the event that Seller is not financially liable and no wrongdoing on behalf of Seller is admitted. In the event of a conflict between a provision in this Section 8.04(f) and a provision in Section 9.07, the provision in this Section 8.04(f) shall control.

Contests. Whenever Subject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 13 of the Lease, the Lessee shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend, compromise or contest by appropriate proceedings, any Taxing Authority asserts Claim for which indemnification is sought under this Section 12.1, and each Indemnitee and each member of a Related Indemnitee Group shall cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in connection therewith, provided that the Lessee shall not have the right without the consent -------- of the Indemnitee to defend, contest or compromise any Claim with respect to any Indemnitee or any member of its Related Indemnitee Group (i) if a Specified - Lease Event of Default shall have occurred and be continuing; (ii) if such -- Person retains any economic interest in the transactions contemplated hereby and such proceeding involves any material danger of the sale, forfeiture or loss of the Facility or (iii) if such Claim involves a realistic possibility of --- criminal sanctions or criminal liability to such Indemnitee or any member of its Related Indemnitee Group, in which event such Indemnitee shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee shall keep the Indemnitee which is the subject of any such proceeding fully apprised of the status of such proceeding and shall provide such Indemnitee with all information with respect to such proceeding as such Indemnitee shall reasonably request; provided that in the event an -------- Indemnitee has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as the Lessee shall reasonably request and shall consult in good faith with the Lessee regarding such defense, compromise or contest. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee or any member of its Related Indemnitee Group with respect to a Claim, makes an assessment, no additional legal fees or expenses of such Indemnitee or member of its Related Indemnitee Group in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; provided that if (i) in the written opinion of -------- - counsel to such Indemnitee a conflict of interest exists where it is advisable for such Indemnitee or member of its Related Indemnitee Group to be represented by separate counsel or (ii) such Indemnitee or any member of its Related -- Indemnitee Group has been indicted or otherwise disputes charged in a criminal complaint or is the amount subject of Taxes for which Seller is a criminal investigation in connection with a Claim not excluded by Section 12.1(a) and such Indemnitee or may such member of a Related Indemnitee Group informs the Lessee that such Indemnitee or such member of a Related Indemnitee Group desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Notwithstanding anything to the contrary contained herein, the Lessee shall not, under any circumstances, be liable under for the fees and expenses of more than one counsel for all Indemnitees and members of Related Indemnitee Groups except in the case specified in the proviso to the immediately preceding sentence of this Agreementparagraph (d). Subject to the requirements of any policy of insurance, Purchaser shall, if informed an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and such participation shall not constitute a waiver of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at receive the indemnification provided in this Section 12.1; provided that such party's -------- participation does not, in the opinion of counsel appointed by the Lessee or its sole expense) and insurers to determine whether and when to settle any conduct such Claimproceedings, assessment or dispute interfere with such control. Notwithstanding anything to the extent such proceedings or determinations affect contrary contained herein, during the amount continuance of Taxes for which Seller may be liable under a Lease Event of Default, the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive Lessee shall not compromise any Claim without the consent of Purchaser prior each applicable Indemnitee unless such Claim is simultaneously released or discharged, such consent not to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.

Contests. Whenever (i) If any Taxing Authority asserts a Claim, makes claim is made against an assessment, or otherwise disputes the amount of Indemnified Person with respect to Taxes for which Seller is Lessee could have an indemnity obligation hereunder, such Indemnified Person shall promptly notify Lessee in writing of such claim, and shall contest in good faith (including consultations in-good faith with Lessee and Lessee's counsel) with the appropriate public authority and by appropriate legal proceedings in the name of the relevant Indemnified Person, and shall not settle without the prior written consent of Lessee, the amount or may be liable validity of any Taxes payable by Lessee under the terms of this Agreement, Purchaser shallprovided that (A) Lessee shall have requested that such Indemnified Person pursue such contest, (B) if informed such contest requires the payment of the claim, Lessee shall have paid the amount required directly to the appropriate taxing authority or made an advance of the amount thereof to such Indemnified Person on an assertioninterest-free basis and net of any additional tax cost (after taking into account any tax benefits) to such Indemnified Person resulting from such advance, promptly inform Seller(C) if Lessee requests that an Indemnified Person pursue a contest that necessarily involves net income taxes, Lessee shall have provided an opinion of independent tax counsel, selected by Lessee and reasonably acceptable to Lessor, to the effect that there is a. reasonable basis for pursuing such contest, (D) such contest would not result in a material risk of forfeiture of the relevant Aircraft, and Seller (E) no Event of Default with respect to the applicable Aircraft shall have occurred and be continuing, unless, in the right to control any resulting proceedings case of (at its sole expenseD) and (E), Lessee shall have provided security that, in the reasonable discretion of all Indemnified Persons, is sufficient to determine whether protect the Aircraft and when Lessee's obligations hereunder without recourse to settle any other assets; and provided further, that Lessee shall pay for all costs, expenses and liabilities incurred in connection with any such Claim, assessment or dispute contest to the extent such proceedings costs, expenses and liabilities relate to a Tax that Lessee shall have requested be contested in accordance with this Section 11(d). The Indemnified Person conducting such contest shall keep Lessee and its counsel informed of the progress and status of such contest. Alternatively, if (1) such contest involves (or determinations affect the amount of could legally involve) only Taxes (other than net income Taxes) for which Seller may Lessee could have an indemnity obligation hereunder and (2) for which Lessee would be liable legally permitted to conduct such contest in its own name under the Agreementlaw of the applicable taxing jurisdiction, PROVIDEDLessee shall be permitted to contest the claim, HOWEVERsubject to the conditions set forth in clauses (A), should (B), (C), (D) and (E) above, and to control the contest of such claim, including the choice of forum, provided that (y) Lessee shall notify and advise such Indemnified Person of the progress and status of such contest and shall consider in good faith the recommendations of such Indemnified Person with respect to any such contest undertaken in such Indemnified Person's name, and (z) such Indemnified Person agrees to provide Lessee with the authorizations needed by Lessee to pursue such contest, and shall provide Lessee with all information in the possession of such Indemnified Person that is reasonably requested by Lessee for the pursuit of such contest. Notwithstanding the foregoing, Lessee shall be permitted to contest a settlement increase or could be reasonably expected Tax in the name of an Indemnified Party if (i) all the other conditions except clause (2) of the preceding sentence are met, (ii) the contest in question involves an Aircraft subject to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending a Permitted Sublease entered into after the Closing Date or date hereof under the terms of which Lessee has allowed the sublessee, as indemnitor under such sublease, to contest the indemnified Tax in Lessee's name and (iii) Lessee, as a general matter in leasing transactions it has entered into after the date hereof in which Lessee is the lessor, has granted similar rights to lessees in such transactions. Notwithstanding the foregoing provisions of this paragraph (i), an Indemnified Person may forego its obligation to contest a claim for which Purchaser is liable Taxes if it notifies Lessee in writing that it waives its rights under this Agreement, then Seller must receive Section 11 with respect to such claim and any claim based on the consent outcome of Purchaser such claim. A Permitted Sublessee shall be permitted to exercise Lessee's rights and obligations under this Section 11(d) with respect to a contest; provided that Lessee shall have notified Lessor in writing of its intention to have a Permitted Sublessee exercise such rights and obligations prior to consummating the time that any action is taken by such settlementPermitted Sublessee with respect to such contest; and provided, which consent further, that Lessee shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes at all times remain liable for which Purchaser is liable its obligations under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedSection 11.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which the Lessee may have an assessmentindemnity obligation pursuant to Section 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or Lessee may have an indemnity obligation pursuant to Section 7.4 may be liable under this Agreementpayable, Purchaser shallsuch Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that the Lessee desire to, assume and control the defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action, suit or determinations affect proceeding if the amount of Taxes for which Seller may be liable under contest is unsuccessful; and, provided further, that the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent Lessee shall not be unreasonably withheldentitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) 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 sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee 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 Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. Whenever With respect to any Taxing Authority asserts contests controlled by a ClaimTax Indemnitee, makes (i) 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 Lessee shall have provided to such Tax Indemnitee an assessment opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or otherwise disputes (ii) in the amount case of Taxes an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and documents in such Tax Indemnitee's possession 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 7.4. Unless an Event of Default shall have occurred and 57 be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which Purchaser is liable entitled to be indemnified under this Agreement, Purchaser shall have Section 7.4 without the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the prior written consent of Seller prior to consummating any such settlementthe Lessee, which consent shall not be unreasonably withheld, conditioned or delayedunless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either.

Contests. Whenever Subject to the rights of insurers under policies of insurance maintained pursuant to Section 13 of the Lease, the Lessee shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or contest by appropriate proceedings or compromise, any Taxing Authority asserts Claim for which indemnification is sought under this Section 12.1, and the Indemnitee shall cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in connection therewith, provided that the Lessee shall not have the right without the consent of the Indemnitee to defend, contest or compromise any claim with respect to such Indemnitee (i) if a Lease Event of Default shall have occurred and be continuing, (ii) if such proceeding involves any material danger of the sale, forfeiture or loss of the Undivided Interest, or (iii) if such Claim involves a realistic possibility of criminal sanctions or criminal liability to such Indemnitee, in which event the Indemnitee shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee will not be required to acknowledge liability as a condition to exercising its contest rights hereunder unless the Lessee assumes control of such contest. With respect to any Claim, liability for which the Lessee shall have acknowledged to the relevant Indemnitee in writing, in the event that in the course of the investigation or defense of such Claim, the Lessee shall in good faith reasonably determine that it is not liable for indemnification with respect thereto, it may give notice to the applicable Indemnitee of such fact; and, in such case, any acknowledgment therefore made by the Lessee of its liability with respect to such Claim shall be deemed revoked, and the Lessee may thereupon cease to defend such Claim, provided that (i) it shall have given the Indemnitee reasonable prior notice of its intention to renounce such acknowledgment, (ii) the Lessee's conduct regarding the defense of such Claim or any decision to withdraw from such defense shall not materially prejudice or have materially prejudiced the Indemnitee's ability to contest such Claim (taking into account, among other things, the time of the Lessee's withdrawal and the theory or theories upon which the Lessee shall have based its defense), and (iii) the Lessee shall have given such Indemnitee all materials, documents and records relating to its defense of such Claim as such Indemnitee shall have reasonably requested in connection with the assumption by such Indemnitee of the defense of such Claim at the cost and expense of such Indemnitee unless it is determined that the Lessee is required to indemnify such Indemnitee for such Claim, in which case at the cost and expense of the Lessee. In the event that the Lessee shall cease to defend any Claim pursuant to the preceding sentence, the Lessee shall indemnify each Indemnitee to the extent that the actions of the Lessee in defending such Claim or the manner or time of the Lessee's election to withdraw from the defense of such Claim shall have caused such Indemnitee to incur any loss, cost, liability or expense which such Indemnitee might not have incurred had the Lessee not ceased to defend such Claim in such manner or such time; provided, however, that the Lessee shall not be required to indemnify such Indemnitee to the extent that the Lessee shall have proven (in a judicial proceeding or otherwise) that neither its manner of defending such Claim nor the manner of time of its withdrawal from the defense of such Claim caused such loss, cost, liability or expense. The Lessee will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Lessee's control or is reasonably available to the Lessee, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to investigate or defend any Claim. The Lessee shall keep the Indemnitee which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnitee with all information with respect to such proceeding as such Indemnitee shall reasonably request. In the event an Indemnitee has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as such Indemnitee shall reasonably request. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to a Claim, makes no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; provided that, if (i) in the written opinion of counsel to such Indemnitee an assessment, actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise disputes charged in a criminal complaint in connection with a Claim not excluded by Section 12.1(a) and such Indemnitee informs the amount of Taxes for which Seller is or may Lessee that such Indemnitee desires to be liable under this Agreementrepresented by separate counsel, Purchaser shall, if informed the reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Subject to the requirements of any policy of insurance, an assertion, promptly inform Seller, Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and Seller such participation shall have not constitute a waiver of the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute receive the indemnification provided in this Section 12.1. Notwithstanding anything to the extent such proceedings or determinations affect contrary contained herein, except as otherwise provided in the amount following sentence, during the continuance of Taxes for which Seller may be liable under a Lease Event of Default, the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive Lessee shall not compromise any Claim without the consent of Purchaser prior the applicable Indemnitee unless such Claim is simultaneously discharged, such consent not to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever Notwithstanding anything to the contrary contained in this Section 12.1, to the extent the defense or settlement of any Taxing Authority asserts a Claim, makes Claim in respect of which an assessment or otherwise disputes Indemnitee is entitled to indemnification hereunder is governed by the amount terms of Taxes for which Purchaser is liable under this the Operating Agreement, Purchaser such defense or settlement shall have be governed by the right to control any resulting proceedings and to determine whether and when to settle any Operating Agreement; provided, that the defense or settlement of such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase Claim in accordance with the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent Operating Agreement shall not be unreasonably withheld, conditioned or delayedlimit the Lessee's obligations to indemnify such Claim pursuant to this Section 12.1.

Contests. Whenever After the Closing Date, Parent shall promptly notify the Representative of the receipt of any Taxing Authority asserts written notice by the Surviving Corporation, Parent or any of Parent’s affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be sought by Parent pursuant to Article VIII (a “Tax Claim”); provided, that failure to comply with this provision shall not affect Parent’s right to indemnification hereunder, except to the extent the Sellers shall have been materially prejudiced by such failure. The Representative shall be entitled (at the Sellers’ expense) to participate and, at its option, take control of the defense of any pending or threatened Tax Claim, makes an assessmentin whole or in part (including any resulting litigation), or otherwise disputes and to employ counsel of its choice at its expense. If the amount Representative elects to assume the defense of a Tax Claim, the Representative shall keep Parent reasonably informed of all material developments relating to such Tax Claim, and shall allow Parent sufficient notice and opportunity to participate in the Tax Claim to the extent of any claims for Taxes for which Seller is Parent (or the Company or any Subsidiary) may be liable. Neither Parent nor the Representative shall settle or compromise (or cause to be settled or compromised) a matter involving a claim for Taxes for which the other party may be liable under this Agreement, Purchaser shall, if informed Agreement without the prior written consent of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlementother party, which consent shall not be unreasonably delayed, conditioned or withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment unless Parent or otherwise disputes the amount of Taxes for which Purchaser is liable under this AgreementRepresentative, Purchaser shall have as the case may be, waives the right to be indemnified for the issue being conceded or settled. To the extent the Representative elects to control a Tax Claim pursuant to this Section 7.3, the Representative shall use (and shall cause the Sellers and their affiliates to use) its commercially reasonable efforts to separate from any resulting proceedings such Tax Claim any item in respect of which an indemnity is not sought by Parent pursuant to Article VIII, and to determine whether and when permit, to settle the greatest extent possible, Parent to control the contest of any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayeditem.

Contests. Whenever After the Closing Date, the Buyer shall promptly notify the Representative of the receipt of any Taxing Authority asserts written notice by the Company, the Buyer or any of the Buyer’s affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be sought by the Buyer pursuant to Article 8 (a “Tax Claim”); provided, that failure to comply with this provision shall not affect the Buyer’s right to indemnification hereunder, except to the extent the Sellers shall have been materially prejudiced by such failure. The Representative shall be entitled (at the Sellers’ expense) to participate and, at its option, take control of the defense of any pending or threatened Tax Claim, makes an assessmentin whole or in part (including any resulting litigation), or otherwise disputes and to employ counsel of its choice at its expense. If the amount Representative elects to assume the defense of a Tax Claim, the Representative shall keep the Buyer reasonably informed of all material developments relating to such Tax Claim, and shall allow the Buyer sufficient notice and opportunity to participate in the Tax Claim to the extent of any claims for Taxes for which Seller is the Buyer (or the Company or any Subsidiary) may be liable. Neither the Buyer nor the Representative shall settle or compromise (or cause to be settled or compromised) a matter involving a claim for Taxes for which the other party may be liable under this Agreement, Purchaser shall, if informed Agreement without the prior written consent of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlementother party, which consent shall not be unreasonably delayed, conditioned or withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment unless the Buyer or otherwise disputes the amount of Taxes for which Purchaser is liable under this AgreementRepresentative, Purchaser shall have as the case may be, waives the right to be indemnified for the issue being conceded or settled. To the extent the Representative elects to control a Tax Claim pursuant to this Section 7.2, the Representative shall use (and shall cause the Sellers and their affiliates to use) its commercially reasonable efforts to separate from any resulting proceedings such Tax Claim any item in respect of which an indemnity is not sought by the Buyer pursuant to Article 8, and to determine whether and when permit, to settle the greatest extent possible, the Buyer to control the contest of any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayeditem.

Contests. Whenever any Taxing Authority asserts a Claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is or may Provided that Tenant shall not be liable in default under this Agreement, Purchaser shallLease (beyond expiration of applicable notice and cure periods, if informed of such an assertionany), promptly inform Seller, and Seller Tenant shall have the right to control contest by appropriate legal proceedings diligently conducted in good faith, in the name of the Tenant, without cost, expense, liability or damage to the Property or to Landlord, the validity or application of any resulting proceedings (at its sole expense) and to determine whether and when to settle Legal Requirement and, if compliance with any of the terms of any such Claim, assessment Legal Requirement may legally be delayed pending the prosecution of any such proceeding. Tenant may delay such compliance therewith until the final determination of such proceeding (but in no event shall such a delay extend or dispute to delay the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Anticipated Completion Date or for which Purchaser is liable under this Agreementthe Commencement Date), then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent provided in each case that: (a) Landlord shall not be unreasonably withheld. Whenever subject to civil or criminal, claims, penalty or damages or to prosecution for a crime, nor shall the Property or any Taxing Authority asserts a Claimequipment and improvements therein or any part thereof be subject to being condemned or vacated, makes an assessment or subject to any lien or encumbrance, by reason of non-compliance or otherwise disputes by reason of such contest; (b) before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company satisfactory to Landlord, in form and substance satisfactory to Landlord and in an amount equal to one hundred percent (100%) of Taxes for which Purchaser is liable under this Agreementthe cost of such compliance (as estimated by Landlord) and shall indemnify Landlord against the cost of such compliance and any liability resulting from or incurred in connection with such contest or non-compliance (including, Purchaser without limitation, attorneys fees); (c) such non-compliance or contest shall have not constitute or result in any violation of any mortgage or ground lease now or hereafter encumbering the right to control Property, or if any resulting proceedings and to determine whether and when to settle present or future holder of any such Claimmortgage or the lessor’s position under any ground lease (a “Land Lessor”) shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, assessment such action shall be taken and such security shall be furnished at the expense of Tenant; and (d) Tenant shall keep Landlord regularly advised as to the status of such proceedings in good faith and shall diligently prosecute same1 to completion. Landlord shall be deemed subject to prosecution for a crime if Landlord, any present or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount future holder of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlementmortgage, which consent a Land Lessor or any of their officers, directors, partners, shareholders, agents or employees, is charged with a crime of any kind whatever unless such charge is withdrawn five (5) days before such party is required to plead or answer thereto. This section 14.32 shall not be unreasonably withheld, conditioned survive the expiration or delayedearlier termination of this Lease.

Contests. Whenever An Indemnitee shall forward to Lessee any Taxing notice such Indemnitee receives from any Person in regard to a proposed imposition or adjustment by any Governmental Authority asserts that would result in a Claimliability for Taxes with respect to which Lessee has liability under this Article 21 promptly after receipt by such Indemnitee; provided, makes however, that failure to do so shall not eliminate any liability by Lessee to an assessmentIndemnitee under this Article 21 except to the extent of additional interest, penalties and the like attributable to such failure or otherwise disputes if such failure effectively precludes the ability to conduct a contest of such Taxes. Such Indemnitee shall consult with Lessee in determining whether to contest such proposed adjustment and the manner of proceeding with such contest (including whether and to what extent to allow Lessee to control the contest and to conduct the contest in its name if permissible under applicable Law or in the name of such Indemnitee); provided, however, that (a) such Indemnitee reserves the right to agree or not to agree to pursue any such contest, (b) Lessee shall keep such Indemnitee informed of the status of the contest and consult with such Indemnitee regarding the manner in which to proceed with such contest, and (c) such Indemnitee reserves the right to agree to any compromise or settlement proposal. Notwithstanding anything to the contrary contained in this Section 21.5, such Indemnitee shall not be obligated to pursue a contest of any claim unless (i) prior to taking such action Lessee shall have agreed to pay or, in the case of item (C) below, lend on an interest-free basis, to such Indemnitee an amount equal to all out-of-pocket costs and expenses such Indemnitee actually incurs in connection with and reasonably allocable to contesting such claim, including, without limitation, (A) all reasonable legal, accountants’, and investigatory fees and disbursements, (B) the amount of any interest or penalty payable as a result of contesting such claim, and (C) if such contest is to be initiated by the payment of, and the claiming of a refund for, Taxes, sufficient funds to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against Lessee’s obligation to indemnify such Indemnitee for the Taxes for which Seller relate to such contest), (ii) such proceedings do not involve any material risk or danger of the sale, forfeiture, or loss of any Item of Equipment, or, if there is such a risk, Lessee has provided to such Indemnitee a bond in form and substance reasonably satisfactory to such Indemnitee in an amount sufficient to protect such Indemnitee from any detriment that would be suffered by such Indemnitee as a result of such sale, forfeiture, or may loss or has otherwise made provision to protect the interests of such Indemnitee in a manner reasonably acceptable to such Indemnitee, and (iii) no Event of Default shall have occurred and be liable continuing. If (X) such Indemnitee shall fail to meet its obligations under this AgreementSection 21.5, Purchaser shall(Y) such Indemnitee exercises its discretion under clause (a) of the first proviso of this Section 21.5 to not pursue a claim, if informed or (Z) such Indemnitee exercises its discretion under clause (c) of the first proviso of this Section 21.5, Lessee shall be relieved of its liability for such an assertionTax under Section 21.1(a); provided, promptly inform Sellerhowever, and Seller that (XX) Lessee shall have the right to control any resulting proceedings not be relieved of liability under clause (at its sole expenseX) and to determine whether and when to settle any such Claim, assessment or dispute of Xxxxxxxxxx XX-600-2C10; MSN 10070 this Section 21.5 to the extent that Indemnitee’s failure to meet its obligations did not materially affect Lessee’s indemnification obligation hereunder, (YY) Lessee shall not be relieved of liability under clause (Y) of this Section 21.5 to the extent that Indemnitee exercised its right to not agree to pursue a contest and such proceedings contest would be reasonably likely to result in a material unindemnified harm to such Indemnitee as determined in such Indemnitee’s reasonable discretion, and (ZZ) Lessee shall not be relieved of liability under clause (Z) of this Section 21.5 to the extent that Indemnitee exercised its right to not agree to any compromise or determinations affect settlement proposal and such exercise was reasonable. In any case described in the immediately preceding sentence, such Indemnitee shall promptly return any amounts previously advanced by Lessee for the payment of the Taxes which were the subject of the contest; provided, however, that in a case described in clause (Z) above, such Indemnitee shall be obligated to repay Lessee only to the extent of the excess of the amounts previously advanced by Lessee over the amount of Taxes for such settlement to which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or Lessee did not withhold its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedconsent.

Contests. Whenever In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any Taxing Authority asserts a pending or threatened Claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is or may be liable under this Agreement, Purchaser such Indemnitee shall, if informed a claim for indemnification in respect thereof is to be made against the Lessee, give notice thereof to the Lessee. So long as no Event of Default is continuing, the Lessee, at its own expense, may elect to assume the defense of any such an assertionClaim through its own counsel, promptly inform Sellerwhich shall be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (with full right of subrogation to the Indemnitee’s rights and Seller defenses). Lessee must indicate its election to assume such defense by written notice to the Indemnitee within thirty (30) days 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 notice thereof. If the Lessee denies liability or fails to respond to the notice within the time period set forth above, the Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any of Indemnitee’s rights hereunder. If the Lessee shall have elected to assume the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle defense of any such Claim, assessment then upon the request of the Lessee, the Indemnitee requesting payment of indemnity under Section 7.1(a) shall promptly furnish the Lessee with copies of any records or dispute documents pertaining to the matter to be indemnified and, to the extent known by such proceedings or determinations affect Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of Taxes for the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 7.1(a), the Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which Seller may be liable under such indemnity has been paid. If the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser Lessee shall have elected to assume the right to control any resulting proceedings and to determine whether and when to settle defense of any such Claim, assessment upon the written request at any time and from time to time of the Lessee, Indemnitee shall, at the expense of the Lessee, take such reasonable actions and execute such documents as are necessary or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected appropriate to increase assist the amount Lessee in the preservation and enforcement against third parties of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent Lessee’s right of Seller prior to consummating subrogation hereunder. The Indemnitee may employ separate counsel in any such settlementClaim and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless the Indemnitee and the Lessee shall have been advised by counsel that there exists an irresolvable conflict of interest in such counsel’s representation of the Indemnitee and the Lessee in which consent case the fees and expenses of such separate counsel shall be for the account of the Lessee. All reasonable out-of-pocket fees and expenses shall be paid periodically as incurred. So long as no Construction Event of Default or Event of Default shall have occurred and be continuing, the Lessee shall not be liable for any settlement of any such Claim effected without its consent unless the Lessee shall fail to, or elect in writing not to, assume the defense thereof in which case the Indemnitee, without waiving any rights to indemnification hereunder, may defend such Claim and enter into any good faith settlement thereof without the prior written consent of the Lessee. Lessee shall not, without the prior written consent (not to be unreasonably withheld) of the Indemnitee, conditioned effect any settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Claim. The parties agree to cooperate in any defense or delayedsettlement of any such Claim and to give each other reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the prosecution of any claim or lawsuit against any third party.

Contests. Whenever (i) If any Taxing Authority asserts written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) (collectively a "Tax Claim") for any Tax as to which the Agent may have an indemnity obligation pursuant to this Section 12.3, makes an assessmentsuch Indemnified Person shall as soon as practicable after its receipt or commencement, or otherwise disputes and in any event within thirty (30) days notify the amount Agent in writing and furnish the Agent with copies of Taxes for which Seller is or may be liable such Tax Claim and all other writings received from the taxing authority to the extent relating to such Tax Claim (provided, that failure to so notify the Agent within thirty (30) days shall not alter such Indemnified Person's rights under this Agreement, Purchaser shall, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute Section 12.3 except to the extent such proceedings failure precludes or determinations affect materially adversely affects the amount ability to conduct a contest of Taxes any Tax Claim) and shall not take any action with respect to such Tax Claim without the written consent of the Agent (such consent not to be unreasonably withheld or unreasonably delayed) for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending thirty (30) days after the Closing Date receipt of such notice by the Agent; provided, however, that in the case of any such Tax Claim, if such Indemnified Person shall be required by law or for which Purchaser is liable under this Agreementregulation to take action prior to the end of such 30-day period, then Seller must receive such Indemnified Person shall in such notice to the Agent, so inform the Agent, and such Indemnified Person shall not take any action with respect to such Tax Claim without the consent of Purchaser the Agent (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Agent unless the Indemnified Person shall be required by law or regulation to take action prior to consummating any the end of such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayed10-day period.

Contests. Whenever If any Taxing Authority asserts Claim shall be made against any Indemnitee or if any proceeding shall be commenced against any Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which Lessees may have an assessmentindemnity obligation pursuant to Section 8.1, or otherwise disputes the amount of if any Indemnitee shall determine that any Taxes for as to which Seller is or Lessees may have an indemnity obligation pursuant to Section 8.1 may be liable under this Agreementpayable, Purchaser shallsuch Indemnitee shall promptly notify Lessees. Lessees shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , acting through counsel reasonably acceptable to determine whether and when such Indemnitee, to settle any such Claimparticipate in, assessment or dispute and, to the extent that Lessees desire to, assume and control the defense thereof; provided, however, that Lessees shall have acknowledged in writing their obligation to indemnify fully such proceedings Indemnitee in respect of such action, suit or determinations affect the amount of Taxes for which Seller may be liable under the Agreementproceeding; and, PROVIDEDprovided, HOWEVERfurther, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent that Lessees shall not be unreasonably withheldentitled to assume and control the defense of any such action, suit or proceeding if and to the extent that (A) Lessees are not able to provide such Indemnitee with a legal opinion of counsel reasonably acceptable to such Indemnitee that such action, suit or proceeding does not involve (x) a risk of imposition of criminal liability or (y) any material risk of material civil liability on such Indemnitee and will not involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any of the Leased Property, any Deed of Trust Estate, the Trust Estate or any part thereof, unless, in the case of this clause (y), Lessees contemporaneously with such opinion shall have posted a bond or other security satisfactory to the relevant Indemnitee in respect to such risk, (B) the control of such action, suit or proceeding would involve a bona fide conflict of interest, (C) such proceeding involves Claims not fully indemnified by Lessees which Lessees and the Indemnitee have been unable to sever from the indemnified claim(s), (D) a Lease Event of Default has occurred and is continuing or (E) such action, suit or proceeding involves matters which extend beyond or are unrelated to the transaction contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Indemnitee notwithstanding indemnification by Lessees. Whenever The Indemnitee, on the one hand, and Lessees and Parent, on the other hand, may participate in a reasonable manner at its own expense and with its own counsel in any Taxing Authority asserts proceeding conducted by each other in accordance with the foregoing. Each Indemnitee shall at Lessees' expense supply Lessees with such information and documents reasonably requested by Lessees as are necessary or advisable for Lessees to participate in any action, suit or proceeding to the extent permitted by this Section 8.3. Unless a ClaimParticipation Agreement Lease Event of Default shall have occurred and be continuing, makes an assessment no Indemnitee shall enter into any settlement or otherwise disputes the amount of Taxes for other compromise with respect to any Claim which Purchaser is liable entitled to be indemnified under this Agreement, Purchaser shall have Section 8.3 without the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the prior written consent of Seller prior to consummating any such settlementLessees, which consent shall not be unreasonably withheld, conditioned or delayedunless such Indemnitee waives its right to be indemnified under this Section 8.3 with respect to such Claim. In addition, if an Indemnitee, in violation of Lessees' right to assume and control the defense of any Claim, refuses to permit Lessees to control the defense, such Indemnitee waives its right to be indemnified under Section 8.1 with respect to such Claim.

Contests. Whenever Buyers agrees to give prompt written notice to Seller of the receipt of any Taxing Authority asserts a Claimwritten notice by the Company, makes an assessmentBuyers or any Buyer Affiliate which involves the assertion of any claim, or otherwise disputes the amount commencement of Taxes for any Action in respect of which Seller is or an indemnity may be liable under sought by Buyers pursuant to this Agreement, Purchaser shall, if informed Article VI or in respect of any Pre-Closing Tax Period or Straddle Period of the Company (a “Tax Claim”); provided that failure to comply with this provision shall not affect Buyers’ right to indemnification hereunder except to the extent that Seller or a Seller Related Party is materially prejudiced by such an assertion, promptly inform Seller, and failure. Seller shall have the right to control the contest or resolution of any resulting proceedings (at its sole expense) and Tax Claim with respect to determine whether and when to settle any such Claim, assessment taxable period ending on or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after before the Closing Date or for which Purchaser is liable under this AgreementDate; provided, then however, that Seller must receive shall obtain the prior written consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, Buyers (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim if the resolution or settlement of such claim would increase the Tax liability of any Buyer or the Company in a taxable period that ends after the Closing Date, or ceasing to defend such claim; and provided further, that Buyers shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Buyers. Buyers shall have the right to control the contest or resolution of any Tax Claim with respect to any Straddle Period; provided, however, that Buyers shall obtain the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim if the resolution or settlement of such claim would increase the Tax liability of Seller or any Seller Related Party or result in an indemnification obligation owing by Seller or Seller Related Party to a Buyer Indemnitee pursuant to this Article VI or ceasing to defend such claim; and, provided further, that Seller shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Seller.

Contests. Whenever An Indemnitee shall forward to Lessee any Taxing notice such Indemnitee receives from any Person in regard to a proposed imposition or adjustment by any Governmental Authority asserts that would result in a Claimliability for Taxes with respect to which Lessee has liability under this Article 21 promptly after receipt by such Indemnitee; provided, makes however, that failure to do so shall not eliminate any liability by Lessee to an assessmentIndemnitee under this Article 21 except to the extent of additional interest, penalties and the like attributable to such failure or otherwise disputes if such failure effectively precludes the ability to conduct a contest of such Taxes. Such Indemnitee shall consult with Lessee in determining whether to contest such proposed adjustment and the manner of proceeding with such contest (including whether and to what extent to allow Lessee to control the contest and to conduct the contest in its name if permissible under applicable Law or in the name of such Indemnitee); provided, however, that (a) such Indemnitee reserves the right to agree or not to agree to pursue any such contest, (b) Lessee shall keep such Indemnitee informed of the status of the contest and consult with such Indemnitee regarding the manner in which to proceed with such contest, and (c) such Indemnitee reserves the right to agree to any compromise or settlement proposal. Notwithstanding anything to the contrary contained in this Section 21.5, such Indemnitee shall not be obligated to pursue a contest of any claim unless (i) prior to taking such action Lessee shall have agreed to pay or, in the case of item (C) below, lend on an interest-free basis, to such Indemnitee an amount equal to all out-of-pocket costs and expenses such Indemnitee actually incurs in connection with and reasonably allocable to contesting such claim, including, without limitation, (A) all reasonable legal, accountants’, and investigatory fees and disbursements, (B) the amount of any interest or penalty payable as a result of contesting such claim, and (C) if such contest is to be initiated by the payment of, and the claiming of a refund for, Taxes, sufficient funds to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against Lessee’s obligation to indemnify such Indemnitee for the Taxes for which Seller relate to such contest), (ii) such proceedings do not involve any material risk or danger of the sale, forfeiture, or loss of any Item of Equipment, or, if there is such a risk, Lessee has provided to such Indemnitee a bond in form and substance reasonably satisfactory to such Indemnitee in an amount sufficient to protect such Indemnitee from any detriment that would be suffered by such Indemnitee as a result Xxxxxxxxxx XX-600-2C10; MSN 10070 of such sale, forfeiture, or may loss or has otherwise made provision to protect the interests of such Indemnitee in a manner reasonably acceptable to such Indemnitee, and (iii) no Event of Default shall have occurred and be liable continuing. If (X) such Indemnitee shall fail to meet its obligations under this AgreementSection 21.5, Purchaser shall(Y) such Indemnitee exercises its discretion under clause (a) of the first proviso of this Section 21.5 to not pursue a claim, if informed or (Z) such Indemnitee exercises its discretion under clause (c) of the first proviso of this Section 21.5, Lessee shall be relieved of its liability for such an assertionTax under Section 21.1(a); provided, promptly inform Sellerhowever, and Seller that (XX) Lessee shall have the right to control any resulting proceedings not be relieved of liability under clause (at its sole expenseX) and to determine whether and when to settle any such Claim, assessment or dispute of this Section 21.5 to the extent that Indemnitee’s failure to meet its obligations did not materially affect Lessee’s indemnification obligation hereunder, (YY) Lessee shall not be relieved of liability under clause (Y) of this Section 21.5 to the extent that Indemnitee exercised its right to not agree to pursue a contest and such proceedings contest would be reasonably likely to result in a material unindemnified harm to such Indemnitee as determined in such Indemnitee’s reasonable discretion, and (ZZ) Lessee shall not be relieved of liability under clause (Z) of this Section 21.5 to the extent that Indemnitee exercised its right to not agree to any compromise or determinations affect settlement proposal and such exercise was reasonable. In any case described in the immediately preceding sentence, such Indemnitee shall promptly return any amounts previously advanced by Lessee for the payment of the Taxes which were the subject of the contest; provided, however, that in a case described in clause (Z) above, such Indemnitee shall be obligated to repay Lessee only to the extent of the excess of the amounts previously advanced by Lessee over the amount of Taxes for such settlement to which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or Lessee did not withhold its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedconsent.

Contests. Whenever If any Taxing Authority asserts Claim shall be made against any Indemnitee -------- or if any proceeding shall be commenced against any Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which Lessee may have an assessmentindemnity obligation pursuant to Section 8.1, or otherwise disputes the amount of if any Indemnitee shall ----------- determine that any Taxes for as to which Seller is or Lessee may have an indemnity obligation pursuant to Section 8.1 may be liable under this Agreementpayable, Purchaser shallsuch Indemnitee shall promptly notify ----------- Lessee in writing. Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , acting through counsel reasonably acceptable to determine whether and when such Indemnitee, to settle any such Claimparticipate in, assessment or dispute and, to the extent that Lessee desires to, assume and control the defense thereof; provided, --------- however, that Lessee shall have acknowledged in writing its obligation to ------- indemnify fully such proceedings Indemnitee in respect of such action, suit or determinations affect proceeding to the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable extent required under this AgreementArticle VIII; and, then Seller must receive the consent of Purchaser prior to consummating any such settlementprovided, which consent further, that Lessee ------------ ----------------- shall not be unreasonably withheld. Whenever entitled to assume and control the defense of any Taxing Authority asserts such action, suit or proceeding if and to the extent that (A) Lessee is not able to provide such Indemnitee with a Claimlegal opinion of counsel reasonably acceptable to such Indemnitee that such action, makes an assessment suit or otherwise disputes proceeding does not involve (x) a risk of imposition of criminal liability or (y) any material risk of material civil liability on such Indemnitee and will not involve a material risk of the amount sale, forfeiture or loss of, or the creation of Taxes for which Purchaser is liable under any Lien (other than a Permitted Lien) on the Equipment, or the Trust Estate or any part thereof, unless, in the case of this Agreementclause (y), Purchaser Lessee contemporaneously with such opinion shall have posted ---------- a bond or other security satisfactory to the right relevant Indemnitee in respect to such risk, (B) the control any resulting proceedings of such action, suit or proceeding would involve a bona fide conflict of interest, (C) such proceeding involves Claims not fully indemnified by Lessee which Lessee and the Indemnitee have been unable to determine whether sever from the indemnified claim(s), (D) a Lease Default or Lease Event of Default has occurred and when is continuing or (E) such action, suit or proceeding involves matters which extend beyond or are unrelated to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or the transactions contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Indemnitee notwithstanding indemnification by Lessee. Indemnitee, on the one hand, and Lessee, on the other hand, may participate in a reasonable manner, each at its own expense and with its own counsel in any proceeding conducted by the other in accordance with the foregoing. Each Indemnitee shall, at Lessee's expense, supply Lessee with such information and documents reasonably expected to increase the amount of Taxes requested by Lessee as are necessary or advisable for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.Lessee to

Contests. Whenever In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any Taxing Authority asserts a pending or threatened Claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is or may be liable under this Agreement, Purchaser such Indemnitee shall, if informed a claim for indemnification in respect thereof is to be made against the Lessee, give notice thereof to the Lessee. So long as no Event of Default is continuing, the Lessee, at its own expense, may elect to assume the defense of any such an assertionClaim through its own counsel, promptly inform Sellerwhich shall be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (with full right of subrogation to the Indemnitee’s rights and Seller defenses). The Lessee must indicate its election to assume such defense by written notice to the Indemnitee within forty-five (45) days 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 notice thereof. If the Lessee denies liability or fails to respond to the notice within the time period set forth above, the Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any of Indemnitee’s rights hereunder. If the Lessee shall have elected to assume the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle defense of any such Claim, assessment then upon the request of the Lessee, the Indemnitee requesting payment of indemnity under Section 7.1(a) shall promptly furnish the Lessee with copies of any records or dispute documents pertaining to the matter to be indemnified and, to the extent known by such proceedings or determinations affect Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of Taxes for the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 7.1(a), the Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which Seller may be liable under such indemnity has been paid. If the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser Lessee shall have elected to assume the right to control any resulting proceedings and to determine whether and when to settle defense of any such Claim, assessment upon the written request at any time and from time to time of the Lessee, Indemnitee shall, at the expense of the Lessee, take such reasonable actions and execute such documents as are necessary or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected appropriate to increase assist the amount Lessee in the preservation and enforcement against third parties of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent Lessee’s right of Seller prior to consummating subrogation hereunder. The Indemnitee may employ separate counsel in any such settlementClaim and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless the Indemnitee and the Lessee shall have been advised by counsel that there exists a conflict of interest in such counsel’s representation of the Indemnitee and the Lessee in which consent case the fees and expenses of such separate counsel shall be for the account of the Lessee. All fees and expenses shall be paid periodically as incurred. So long as no Default or Event of Default shall be continuing, the Lessee shall not be liable for any settlement of any such Claim effected without its consent unless the Lessee shall fail to, or elect in writing not to, assume the defense thereof in which case the Indemnitee, without waiving any rights to indemnification hereunder, may defend such Claim and enter into any good faith settlement thereof without the prior written consent of the Lessee. The Lessee shall not, without the prior written consent (not to be unreasonably withheld) of the Indemnitee, conditioned effect any settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Claim. The parties agree to cooperate in any defense or delayedsettlement of any such Claim and to give each other reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the prosecution of any claim or lawsuit against any third party.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which the Lessee may have an assessmentindemnity obligation pursuant to Section 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or Lessee may have an indemnity obligation pursuant to Section 7.4 may be liable under this Agreementpayable, Purchaser shallsuch Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that the Lessee desires to, assume and control the defense thereof; provided, however, that the Lessee, shall have acknowledged in writing its obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action, suit or determinations affect proceeding if the amount of Taxes for which Seller may be liable under contest is unsuccessful; and, provided further, that the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent Lessee shall not be unreasonably withheldentitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and to the extent that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any risk of imposition of criminal liability or any material risk of civil liability in excess of $5,000,000 (unless, in the case of the risk of civil liability, the Lessee has posted a bond or other security, or made other arrangements with respect to such potential liability, as is reasonably satisfactory to such Tax Indemnitee) on such Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee 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 Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. Whenever With respect to any Taxing Authority asserts contests controlled by a ClaimTax Indemnitee, makes (i) 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 Lessee shall have provided to such Tax Indemnitee an assessment opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or otherwise disputes (ii) in the amount case of Taxes an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall, at the Lessee’s expense, supply the Lessee with such information and documents in such Tax Indemnitee’s possession as are reasonably requested by the Lessee and are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which Purchaser is liable entitled to be indemnified under this Agreement, Purchaser shall have Section 7.4 without the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the prior written consent of Seller prior to consummating any such settlementthe Lessee, which consent shall not be unreasonably withheld, conditioned or delayedunless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee’s counsel creates substantial authority for the success of such contest. Each of Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either.

Contests. Whenever If any Taxing Authority asserts claim for a ClaimLiability is made against Borrower or any Indemnitee and such party has received notice thereof, makes an assessmentsuch party receiving notice of such Liability shall promptly notify all affected Indemnitees or Borrower, as the case may be, provided, that the failure to provide such notice promptly or to notify Borrower shall not release Borrower from any of its obligations to indemnify hereunder, except to the extent that such failure adversely affects any applicable defense or counterclaim, or otherwise disputes increases the amount of Taxes Borrower would have been liable for which Seller is or may be liable under this Agreement, Purchaser shall, if informed in the absence of such an assertionfailure. If no Specified Default shall exist, promptly inform Seller, and Seller Borrower shall have the right to investigate and defend or (so long as Borrower has acknowledged in writing to the relevant Indemnitee that Borrower is liable to such Indemnitee for such Liability), compromise any Liability for which it may be required to indemnify under this Section 9.01, and each Indemnitee agrees to cooperate with all reasonable [Credit Agreement] requests of Borrower in connection therewith. Notwithstanding any of the foregoing to the contrary, Borrower shall not be entitled to assume responsibility for and control of any resulting such judicial or administrative proceedings or compromise any Liability if (aa) any Specified Default shall exist, or (bb) such proceedings would involve the imposition of criminal liability on an Indemnitee or if such contest will, in the reasonable opinion of such Indemnitee, be inappropriate under applicable standards of professional conduct. The reasonable fees and expenses of such Indemnitee’s counsel shall be paid by Borrower if any of the circumstances described in clauses (aa) or (bb) above exists. An Indemnitee may participate at its sole expense) own expense and with its own counsel in any judicial proceeding controlled by Borrower pursuant to determine whether and when the preceding provisions. Each Indemnitee shall cooperate with all reasonable requests of the insurers in the exercise of their rights to settle investigate, defend, or compromise such claim as may be required by such policy to maintain the insurance coverage provided to the parties thereunder. To the extent that any Indemnitee receives indemnification payments under this Section 9.01, Borrower shall be subrogated to such Claim, assessment Indemnitee’s rights with respect to the transaction or dispute event requiring or giving rise to such indemnity to the extent of any indemnity payment made, other than to any insurance policies maintained by such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedIndemnitee.

Contests. Whenever In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any Taxing Authority asserts a pending or threatened Claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is or may be liable under this Agreement, Purchaser such Indemnitee shall, if informed a claim in respect thereof is to be made against Lessee by such Indemnitee, give notice thereof to Lessee. So long as no Lease Event of Default is continuing, the Lessee, at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall be subject to the reasonable approval of the Administrative Agent, on behalf of the Indemnitee (with full right of subrogation to the Indemnitee's rights and defenses). Notwithstanding any of the foregoing to the contrary, the Lessee shall not be entitled to assume the defense of any Claim if such proceedings in the good faith opinion of the Indemnitee could entail any risk of criminal liability or unindemnified civil liability. Lessee shall indicate its election to assume such defense by written notice to the Indemnitee; provided that prior to Lessee's assuming such defense Lessee shall acknowledge in writing to such Indemnitee its obligation to fully indemnify such Indemnitee for such Claim by written notice to the Indemnitee within 30 days 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. If Lessee admits liability but elects not to assume the defense thereof, such Indemnitee shall defend such Claim (with Lessee paying the reasonable cost of such an assertiondefense). If Lessee denies liability or fails to respond to the notice within the time period set forth above, promptly the Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any of Indemnitee's rights hereunder and with no further obligation to inform Seller, Lessee of the status of the Claim (unless requested in writing as to the then status of such Claim) and Seller no right of Lessee to approve or disapprove any actions taken in connection therewith by the Indemnitee. If Lessee shall have elected to assume the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle defense of any such Claim, assessment then upon the request of Lessee, the Indemnitee requesting payment of indemnity under Section 7.1(a) shall promptly furnish Lessee with copies of any records or dispute documents pertaining to the matter to be indemnified and, to the extent known by such proceedings or determinations affect Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of Taxes for the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 7.1(a), the Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheldindemnity has been paid. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser If Lessee shall have elected to assume the right to control any resulting proceedings and to determine whether and when to settle defense of any such Claim, assessment upon the written request at any time and from time to time of Lessee, Indemnitee shall, at the expense of Lessee, take such reasonable actions and execute such documents as are necessary or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected appropriate to increase assist Lessee in the amount preservation and enforcement against third parties of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent Lessee's right of Seller prior to consummating subrogation hereunder. The Indemnitee may employ separate counsel in any such settlementClaim in which Lessee shall have elected to assume the defense and participate in the defense thereof, which but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless the Indemnitee shall have been advised in writing by its counsel that there exists a conflict of interest in such counsel's representation of the Indemnitee and Lessee. All fees and expenses of such contests shall be paid periodically as incurred. Lessee shall not, without the prior written consent shall (not to be unreasonably withheld) of the Indemnitee, conditioned effect any settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Claim. The parties agree to cooperate in any defense or delayedsettlement of any such Claim and to give each other reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the prosecution of any claim or lawsuit against any third party.

Contests. Whenever (1) If a written claim is made against Lessor or if any Taxing Authority asserts proceeding is commenced against Lessor (including a Claim, makes an assessment, or otherwise disputes the amount written notice of such proceeding) for Taxes for as to which Seller is or may Lessee could be liable under this Agreementfor payment or indemnity hereunder, Purchaser shall, if informed such Lessor shall promptly give Lessee notice in writing of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings claim (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Lessor unless such failure shall effectively preclude Lessee's right to contest such claim) and shall not take any action with respect to such claim or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive Tax without the consent of Purchaser prior to consummating any Lessee for thirty (30) days following the receipt of such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, notice by Lessee; PROVIDED, HOWEVER, should a settlement increase or could that, if Lessor shall be reasonably expected required by Law to increase take action prior to the amount end of Taxes for which Seller is liable under this Agreementsuch 30-day period, then Purchaser must receive Lessor shall, in such notice to Lessee, so inform Lessee, and Lessor shall take no action without the consent of Seller Lessee for as long as it is legally able to do so (it being understood that Lessor shall be entitled to pay the Tax claimed and sue for a refund prior to consummating the end of such 30-day period if (i)(A) txx failure to so pay the Tax would result in penalties (unless immediately reimbursed by Lessee) or (B) the failure to so pay would result in criminal penalties and (ii) Lessor uses its good faith efforts to take any action so required in connection with so paying the Tax in a manner that is the least prejudicial to the pursuit of the contest). In addition, Lessor shall (PROVIDED that Lessee shall have agreed to keep such settlementinformation confidential other than to the extent necessary in order to contest the claim in writing in a manner reasonable satisfactory to Lessor) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within thirty (30) days or such shorter period as may be required by Law after its receipt of such notice, which consent Lessor shall, at the expense of Lessee (including all reasonable out-of-pocket costs, and reasonable in-house or outside attorney and accountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest), through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by resisting payment thereof, not paying the same except under protest if protest is necessary and proper or if the payment is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and/or judicial proceeding. If requested to do so by Lessee in writing, Lessor shall appeal any adverse administrative or judicial decision, except that Lessor shall not be unreasonably withheldrequired to (nor shall Lessee have the right to) pursue any appeals to the United States Supreme Court. If and to the extent Lessor by exercise of reasonable good faith efforts is able to separate the contested issue or issues (which cannot include income tax issues) from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, conditioned in the good faith judgment of Lessor, materially adversely affecting it, Lessor shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or delayeddata that is in such Lessor's control or possession that is reasonably necessary to conduct such contest and Lessee shall consult with the Lessor and keep it reasonably informed of the progress of such contest. In the case of a contest controlled by Lessor, Lessor shall conduct and control such contest, PROVIDED Lessor consults with Lessee in good faith regarding the manner of contesting such claim and shall keep Lessee reasonably informed regarding the progress of such contest but Lessor shall have ultimate control over all aspects of such contest. Lessor shall not fail to take any action expressly required by this SECTION 3(i)(D) (including, without limitation, any action regarding an appeal of an adverse determination with respect to any claim) or settle or compromise any claim without the prior written consent of Lessee except as contemplated by SECTION 3(i)(D) herein.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which the Lessees may have an assessmentindemnity obligation pursuant to Section 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or Lessees may have an indemnity obligation pursuant to Section 7.4 may be liable under this Agreementpayable, Purchaser shallsuch Tax Indemnitee shall promptly notify Borders. The related Guarantor and/or the related Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that such proceedings Guarantor or determinations affect such Lessee desires to, assume and control the amount defense thereof; provided, however, that the Guarantors and the Lessees, shall have acknowledged in writing their obligation to fully indemnify such Tax Indemnitee in respect of Taxes for such action, suit or proceeding if the contest is unsuccessful; and, provided further, that neither any Guarantor nor any Lessee shall be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Guarantors and the Lessees, on behalf of the Guarantors and the Lessees with representatives reasonably satisfactory to Borders) if and to the extent that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any risk of imposition of criminal liability or any material risk of civil liability in excess of $1,000,000 on such Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless a Guarantor or a Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Guarantors and the Lessees which Seller may be liable under the AgreementGuarantors, PROVIDEDthe Lessees and the Tax Indemnitee have been unable to sever from the indemnified claim(s), HOWEVER(C) an Event of Default has occurred and is continuing, should a settlement increase (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 Tax Indemnitee notwithstanding indemnification by the Guarantors and the Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) 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 Borders shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably expected satisfactory to increase Borders stating that a reasonable basis exists to contest such claim or (ii) in the amount case of Taxes owed an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by Pyramid any Guarantor or its affiliates any Lessee in accordance with the foregoing. Each Tax Indemnitee shall, at Guarantor's and the Lessees' expense, supply the related Guarantor or Lessee with such information and documents in such Tax Indemnitee's possession as are reasonably requested by such Guarantor or Lessee and are necessary or advisable for taxable periods ending after such Guarantor or Lessee to participate in any action, suit or proceeding to the Closing Date extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or for other compromise with respect to any Claim which Purchaser is liable entitled to be indemnified under this Agreement, then Seller must receive Section 7.4 without the prior written consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlementBorders, which consent shall not be unreasonably withheld, conditioned or delayedunless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest a Claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such Claim (and any related Claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any Claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and Borders shall consult in good faith with each other regarding the conduct of such contest controlled by either.

Contests. Whenever any Taxing Authority asserts a Claim(i) Each Member's Stockholder (in the case of PCS, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, promptly inform SellerIPLLC, and Seller in the case of Kerman, KCI) and their duly appointed representatives (collectively, the "MEMBER REPRESENTATIVE") shall have the right authority to control any resulting proceedings (at its sole expense) audit or examination by any taxing authority, and to determine whether contest, resolve and when to settle defend against any such Claimassessment for additional Taxes, assessment notice of Tax deficiency or dispute to the extent such proceedings or determinations affect the amount other adjustment of Taxes of or relating to any liability of a Member for which Seller may be liable under the Agreement, its Member PRE-CLOSING Periods; PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase that no Member Representative shall, without the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the prior consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlementUbiquiTel Parent, which consent shall not be unreasonably withheld, conditioned enter into any settlement of any contest or delayedotherwise compromise any issue that would have a material adverse effect on the Tax benefits of UbiquiTel Parent or the Member for taxable years ending after the CLOSING DATE. UbiquiTel Parent 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 Tax Return and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes of or relating to any liability of a Member for Taxes for any taxable year or other taxable period ending after the CLOSING DATE (a "MEMBER POST-CLOSING PERIOD"); PROVIDED, HOWEVER, that (a) neither UbiquiTel Parent nor its subsidiaries nor any of their duly appointed Representatives shall, without the prior written consent of the Member Representative, enter into any settlement of any contest or otherwise compromise any issue that adversely affects the liability of the Member's Stockholder or Stockholders for any Member PRE-CLOSING Period Taxes, and (b) neither UbiquiTel Parent nor its subsidiaries nor any of their duly appointed representatives shall, without the prior consent of the Member Representative, enter into any settlement of any contest or otherwise compromise any issue that would require payment by such Member Representative's Stockholder Group Indemnitors of any amount under this Agreement unless UbiquiTel Parent shall have waived or caused to be waived for itself and its subsidiaries any right to indemnification for Taxes from such Member Representative's Stockholder Group Indemnitors.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which the Lessees may have an assessmentindemnity obligation pursuant to SECTION 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or Lessees may have an indemnity obligation pursuant to SECTION 7.4 may be liable under this Agreementpayable, Purchaser shallsuch Tax Indemnitee shall promptly notify ADESA. ADESA shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that ADESA desires to, assume and control the defense thereof; PROVIDED, HOWEVER, that ADESA, shall have acknowledged in writing its and each Lessee's obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action, suit or determinations affect proceeding if the amount contest is unsuccessful; and, PROVIDED FURTHER, that ADESA shall not be entitled to assume and control the defense of Taxes for any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of ADESA and the Lessees, on behalf of ADESA with representatives reasonably satisfactory to ADESA or a Lessee) if and to the extent that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding (x) involves any risk of imposition of criminal liability or any material risk of civil liability in excess of $5,000,000 on such Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless ADESA or a Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessees which Seller may ADESA 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 liable under materially detrimental to the Agreementinterests of such Tax Indemnitee notwithstanding indemnification by the Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) 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 ADESA shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to ADESA stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, PROVIDED, HOWEVER, should such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a settlement increase or could be reasonably expected to increase reasonable manner at its own expense and with its own counsel in any proceeding conducted by ADESA in accordance with the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedforegoing.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Indemnitee or if any proceeding shall be commenced against any Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which Lessee may have an assessmentindemnity obligation pursuant to SECTION 8.1, or otherwise disputes the amount of if any Indemnitee shall determine that any Taxes for as to which Seller is or Lessee may have an indemnity obligation pursuant to SECTION 8.1 may be liable under this Agreementpayable, Purchaser shallsuch Indemnitee shall promptly notify Lessee. Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , acting through counsel reasonably acceptable to determine whether and when such Indemnitee, to settle any such Claimparticipate in, assessment or dispute and, to the extent such proceedings or determinations affect that Lessee desires to, assume and control the amount of Taxes for which Seller may be liable under the Agreement, defense thereof; PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent that Lessee shall not be unreasonably withheld. Whenever entitled to assume and control the defense of any Taxing Authority asserts such action, suit or proceeding if and to the extent that (A) Lessee is not able to provide such Indemnitee with a Claimlegal opinion of counsel reasonably acceptable to such Indemnitee that such action, makes an assessment suit or otherwise disputes proceeding does not involve (x) a risk of imposition of criminal liability or (y) any material risk of material civil liability on such Indemnitee and will not involve a material risk of the amount sale, forfeiture or loss of, or the creation of Taxes for which Purchaser is liable under any Lien (other than a Permitted Encumbrance) on the Equipment, the Trust Estate or any part thereof, unless, in the case of this AgreementCLAUSE (y), Purchaser Lessee contemporaneously with such opinion shall have posted a bond or other security satisfactory to the right relevant Indemnitee in respect to such risk, (B) the control any resulting proceedings of such action, suit or proceeding would involve a bona fide conflict of interest, (C) such proceeding involves Claims not fully indemnified by Lessee which Lessee and the Indemnitee have been unable to determine whether sever from the indemnified claim(s), (D) a Default or Lease Event of Default has occurred and when is continuing, (E) such action, suit or proceeding involves matters which extend beyond or are unrelated to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or the transaction contemplated by the Operative Documents and if determined adversely could be reasonably expected materially detrimental to increase the amount interests of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent Indemnitee notwithstanding indemnification by Lessee or (F) Lessee shall not be unreasonably withheldhave acknowledged in writing its obligation to indemnify fully such Indemnitee in respect of such action, conditioned suit or delayedproceeding. The Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by Lessee in accordance with the foregoing.

Contests. Whenever Subject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 16 of the Charter, the Charterer shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Taxing Authority asserts Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall cooperate, at the Charterer's expense, with all reasonable requests of the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Charterer's control or is reasonably available to the Charterer, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section 13.1. Where the Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, makes no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Charterer or such insurers; provided, however, that if (i) in the written opinion of counsel to such -------- ------- Indemnitee an assessment, actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise disputes charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the amount of Taxes for which Seller is or may Charterer that such Indemnitee desires to be liable under this Agreementrepresented by separate counsel, Purchaser shall, if informed the reasonable fees and expenses of such separate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an assertionIndemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that -------- such party's participation does not, promptly inform Sellerin the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and Seller such participation shall have not constitute a waiver of the right to control receive the indemnification provided in this Section 13.1. Notwithstanding anything to the contrary contained herein, (x) the Charterer shall not under any resulting proceedings circumstances be liable for the fees and expenses of more than one counsel for each of (at its sole expensei) the Owner Participant, the Owner Trustees and the Owner Trust (and their respective successors and permitted assigns, agents and servants) and to determine whether (ii) the Loan Participants and when to settle the Indenture Trustee (and their respective successors and permitted assigns, agents and servants), and (y) during the continuance of a specified Charter Event of ---------------- Default, the Charterer shall not compromise any such Claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive Claim without the consent of Purchaser prior the ------- applicable Indemnitee, such consent not to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.

Contests. Whenever Subject to the rights of insurers under policies of insurance maintained pursuant to Section 13 of the Lease, the Lessee shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or contest by appropriate proceedings or compromise, any Taxing Authority asserts Claim for which indemnification is sought under this Section 12.1, and the Indemnitee shall cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in connection therewith, provided that the Lessee shall not have the right without the consent of the Indemnitee to defend, contest or compromise any claim with respect to such Indemnitee (i) if a Lease Event of Default shall have occurred and be continuing, (ii) if such proceeding involves any material danger of the sale, forfeiture or loss of the Undivided Interest, or (iii) if such Claim involves a realistic possibility of criminal sanctions or criminal liability to such Indemnitee, in which event the Indemnitee shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee will not be required to acknowledge liability as a condition to exercising its contest rights hereunder unless the Lessee assumes control of such contest. With respect to any Claim, liability for which the Lessee shall have acknowledged to the relevant Indemnitee in writing, in the event that in the course of the investigation or defense of such Claim, the Lessee shall in good faith reasonably determine that it is not liable for indemnification with respect thereto, it may give notice to the applicable Indemnitee of such fact; and, in such case, any acknowledgement therefore made by the Lessee of its liability with respect to such Claim shall be deemed revoked, and the Lessee may thereupon cease to defend such Claim, provided that (i) it shall have given the Indemnitee reasonable prior notice of its intention to renounce such acknowledgment, (ii) the Lessee's conduct regarding the defense of such Claim or any decision to withdraw from such defense shall not materially prejudice or have materially prejudiced the Indemnitee's ability to contest such Claim (taking into account, among other things, the time of the Lessee's withdrawal and the theory or theories upon which the Lessee shall have based its defense), and (iii) the Lessee shall have given such Indemnitee all materials, documents and records relating to its defense of such Claim as such Indemnitee shall have reasonably requested in connection with the assumption by such Indemnitee of the defense of such Claim at the cost and expense of such Indemnitee unless it is determined that the Lessee is required to indemnify such Indemnitee for such Claim, in which case at the cost and expense of the Lessee. In the event that the Lessee shall cease to defend any Claim pursuant to the preceding sentence, the Lessee shall indemnify each Indemnitee to the extent that the actions of the Lessee in defending such Claim or the manner or time of the Lessee's election to withdraw from the defense of such Claim shall have caused such Indemnitee to incur any loss, cost, liability or expense which such Indemnitee might not have incurred had the Lessee not ceased to defend such Claim in such manner or such time; provided, however, that the Lessee shall not be required to indemnify such Indemnitee to the extent that the Lessee shall have proven (in a judicial proceeding or otherwise) that neither its manner of defending such Claim nor the manner of time of its withdrawal from the defense of such Claim caused such loss, cost, liability or expense. The Lessee will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Lessee's control or is reasonably available to the Lessee, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to investigate or defend any Claim. The Lessee shall keep the Indemnitee which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnitee with all information with respect to such proceeding as such Indemnitee shall reasonably request. In the event an Indemnitee has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as such Indemnitee shall reasonably request. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to a Claim, makes no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; provided that, if (i) in the written opinion of counsel to such Indemnitee an assessment, actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise disputes charged in a criminal complaint in connection with a Claim not excluded by Section 12.1(a) and such Indemnitee informs the amount of Taxes for which Seller is or may Lessee that such Indemnitee desires to be liable under this Agreementrepresented by separate counsel, Purchaser shall, if informed the reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Subject to the requirements of any policy of insurance, an assertion, promptly inform Seller, Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and Seller such participation shall have not constitute a waiver of the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute receive the indemnification provided in this Section 12.1. Notwithstanding anything to the extent such proceedings or determinations affect contrary contained herein, except as otherwise provided in the amount following sentence, during the continuance of Taxes for which Seller may be liable under a Lease Event of Default, the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive Lessee shall not compromise any Claim without the consent of Purchaser prior the applicable Indemnitee unless such Claim is simultaneously discharged, such consent not to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever Notwithstanding anything to the contrary contained in this Section 12.1, to the extent the defense or settlement of any Taxing Authority asserts a Claim, makes Claim in respect of which an assessment or otherwise disputes Indemnitee is entitled to indemnification hereunder is governed by the amount terms of Taxes for which Purchaser is liable under this the Operating Agreement, Purchaser such defense or settlement shall have be governed by the right to control any resulting proceedings and to determine whether and when to settle any Operating Agreement; provided, that the defense or settlement of such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase Claim in accordance with the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent Operating Agreement shall not be unreasonably withheld, conditioned or delayedlimit the Lessee's obligations to indemnify such Claim pursuant to this Section 12.1.

Contests. Whenever Buyer agrees to promptly give written notice to the Sellers’ Representative of the receipt of any Taxing Authority asserts a Claimwritten notice by the Company, makes an assessmentBuyer, or otherwise disputes any of their respective Affiliates which involves the amount assertion of Taxes for any claim, or the commencement of any Action, in respect of which either of the Seller is or Members may be liable under this Agreement, Purchaser shall, if informed required to pay Taxes as a result of such claim or Action, or an assertionindemnity may be sought by Buyer or any Buyer Indemnitee for Indemnified Taxes (a “Tax Claim”); provided, promptly inform Seller, and Seller that failure to comply with this provision shall have the not affect Buyer’s or any Buyer Indemnitees’ right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute indemnification hereunder to the extent such proceedings or determinations affect failure materially prejudices the amount Seller Members. The Sellers’ Representative shall control contests of Taxes Tax Claims solely relating to any Company Income Tax Returns filed on a pass-through basis for which Seller may be liable under a Pre-Closing Tax Period; provided, however, that the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase Sellers’ Representative shall obtain the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the prior written consent of Purchaser prior to consummating any such settlement, Buyer (which consent shall not be unreasonably withheld. Whenever withheld or delayed) before entering into any Taxing Authority asserts settlement of a Claimclaim or ceasing to defend such claim relating to any such Company Income Tax Return; and, makes an assessment or otherwise disputes provided further, that Buyer shall be entitled to participate in the amount defense of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings such claim and to determine whether employ counsel of its choice for such purpose, the fees and when expenses of which separate counsel shall be borne solely by Buyer. In addition to settle any such Claimthe foregoing, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase Buyer shall obtain the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the prior written consent of Seller prior to consummating any such settlement, the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim relating to any Tax Claim that is not controlled by the Sellers’ Representative; and, provided further, that the Sellers’ Representative shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by the Sellers’ Representative.

Contests. Whenever Subject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 16 of the Charter, the Charterer shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any Taxing Authority asserts Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall cooperate, at the Charterer's expense, with all reasonable requests of the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Charterer's control or is reasonably available to the Charterer, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section 13.1. Where the Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, makes no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Charterer or such insurers; provided, however, that if (i) in the written opinion of counsel to such -------- ------- Indemnitee an assessment, actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise disputes charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the amount of Taxes for which Seller is or may Charterer that such Indemnitee desires to be liable under this Agreementrepresented by separate counsel, Purchaser shall, if informed the reasonable fees and expenses of such separate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an assertionIndemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that such party's participation -------- does not, promptly inform Sellerin the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and Seller such participation shall have not constitute a waiver of the right to control receive the indemnification provided in this Section 13.1. Notwithstanding anything to the contrary contained herein, (x) the Charterer shall not under any resulting proceedings circumstances be liable for the fees and expenses of more than one counsel for each of (at its sole expensei) the Owner Participant, the Owner Trustees and the Owner Trust (and their respective successors and permitted assigns, agents and servants) and to determine whether (ii) the Loan Participants and when to settle the Indenture Trustee (and their respective successors and permitted assigns, agents and servants), and (y) during the continuance of a specified Charter Event of Default, the Charterer ------------------------ shall not compromise any such Claim, assessment or dispute to the extent such proceedings or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive Claim without the consent of Purchaser prior the applicable Indemnitee, such consent not to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which the Lessee may have an assessmentindemnity obligation pursuant to Section 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or Lessee may have an indemnity obligation pursuant to Section 7.4 may be liable under this Agreementpayable, Purchaser shallsuch Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that the Lessee desire to, assume and control the defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action, suit or determinations affect proceeding if the amount of Taxes for which Seller may be liable under contest is unsuccessful; and, provided further, that the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent Lessee shall not be unreasonably withheldentitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) 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 sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee 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 Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves any federal or any state income tax liability of the Tax Indemnitee. Whenever With respect to any Taxing Authority asserts contests controlled by a ClaimTax Indemnitee, makes (i) 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 Lessee shall have provided to such Tax Indemnitee an assessment opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or otherwise disputes (ii) in the amount case of Taxes an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and documents in such Tax Indemnitee's possession 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 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which Purchaser is liable entitled to be indemnified under this Agreement, Purchaser shall have Section 7.4 without the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the prior written consent of Seller prior to consummating any such settlementthe Lessee, which consent shall not be unreasonably withheld, conditioned or delayedunless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which the Lessee may have an assessmentindemnity obligation pursuant to Section 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or Lessee may have an indemnity obligation pursuant to Section 7.4 may be liable under this Agreementpayable, Purchaser shallsuch Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that the Lessee desires to, assume and control the defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action if requested to do so by the Lessee, suit or determinations affect proceeding if the amount of Taxes for which Seller may be liable under contest is unsuccessful; and, provided further, that the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent Lessee shall not be unreasonably withheld. Whenever entitled to assume and control the defense of any Taxing Authority asserts such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) 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 Claimmaterial risk of the sale, makes an assessment forfeiture or otherwise disputes loss of, or the amount creation of Taxes for which Purchaser is liable under this Agreement, Purchaser any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the right relevant Tax Indemnitees in respect to control any resulting proceedings such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to determine whether sever from the indemnified claim(s), (C) an Event of Default has occurred and when is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) 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 Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably expected satisfactory to increase the amount Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of Taxes for which Seller an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is liable under this Agreementmore likely than not to be successful, then Purchaser must receive provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the consent of Seller prior to consummating United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedproceeding conducted by the Lessee in accordance with the foregoing.

Contests. Whenever any Taxing Authority asserts a ClaimProvided that there shall then exist no Default of Tenant, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, promptly inform Seller, and Seller Tenant shall have the right to control contest by appropriate legal proceedings diligently conducted in good faith, in the name of the Tenant, without cost, expense, liability or damage to the Property or to Landlord, the validity or application of any resulting proceedings (at its sole expense) and to determine whether and when to settle Legal Requirement and, if compliance with any of the terms of any such Claim, assessment or dispute to Legal Requirement may legally be delayed pending the extent such proceedings or determinations affect the amount prosecution of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlementproceeding, which consent Tenant may delay such compliance therewith until the final determination of such proceeding (but in no event shall such a delay or extend the Commencement Date), provided in each case that: (i) Landlord shall not be unreasonably withheld. Whenever subject to civil or criminal, claims, penalty or damages or to prosecution for a crime, nor shall the Property or any Taxing Authority asserts a Claimequipment and improvements therein or any part thereof be subject to being condemned or vacated, makes an assessment or subject to any lien or encumbrance, by reason of non-compliance or otherwise disputes by reason of such contest; (ii) before the commencement of such contest, Tenant shall furnish to Landlord the bond of a surety company satisfactory to Landlord, in form and substance satisfactory to Landlord and in an amount equal to one hundred percent (100%) of Taxes for which Purchaser is liable under this Agreementthe cost of such compliance (as estimated by Landlord) and shall indemnify Landlord against the cost of such compliance and any liability resulting from or incurred in connection with such contest or non-compliance (including without limitation, Purchaser attorneys fees); (iii) such non-compliance or contest shall have not constitute or result in any violation of any mortgage or ground lease now or hereafter encumbering the right to control Property, or if any resulting proceedings and to determine whether and when to settle present or future holder of any such Claimmortgage or the lessor's position under any ground lease (a "Land Lessor") shall condition such non-compliance or contest upon the taking of action or furnishing of security by Landlord, assessment such action shall be taken and such security shall be furnished at the expense of Tenant; and (iv) Tenant shall keep Landlord regularly advised as to the status of such proceedings in good faith and shall diligently prosecute same to completion. Landlord shall be deemed subject to prosecution for a crime if Landlord, any present or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount future holder of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlementmortgage, which consent a Land Lessor or any of their officers, directors, partners, shareholders, agents or employees, is charged with a crime of any kind whatever unless such charge is withdrawn five (5) days before such party is required to plead or answer thereto. This Section 14.26 shall not be unreasonably withheld, conditioned survive the expiration or delayedearlier termination of this Lease.

Contests. Whenever any Taxing Authority asserts a Claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, promptly inform Seller, and Seller Tenant shall have the right to control contest, at Tenant's sole cost and expense, the amount or validity, in whole or in part, of any resulting Tax, by appropriate proceedings (at its sole expense) and to determine whether and when to settle any such Claimdiligently conducted by Tenant in good faith, assessment or dispute to the extent such proceedings or determinations affect but only after payment of the amount of Taxes such Tax into an escrow account acceptable to Landlord, in which event Tenant may postpone or defer payment of such Tax if the right or privilege so to do is granted or sanctioned by applicable law and if the Premises shall not, by reason of such postponement or deferment, be subject or liable to lien, forfeiture or loss, and if Tenant shall promptly commence proceedings for which Seller may be liable under such contest and prosecute the Agreementsame with all due diligence and dispatch. Upon the termination of such proceedings, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the Tenant shall pay such amount of Taxes owed any such Tax or part thereof as is finally determined in such proceedings, the payment of which, pursuant to the foregoing provisions of this Section, shall have been deferred during the prosecution of such proceedings, together with all costs, fees, interest, penalties and other liabilities in connection therewith. If Tenant fails to maintain in escrow an amount equal to all of the Taxes, penalties and interest due, alleged to be due by Pyramid the taxing authority and accruing or its affiliates for taxable periods ending after the Closing Date Term of this Lease shall be terminated or for which Purchaser is liable under this Agreementexpire during the course of such proceedings, then Seller must receive and if Tenant, pursuant to the consent foregoing provisions, shall have deferred payment of Purchaser the contested Tax, then, unless Landlord shall instruct Tenant otherwise, Tenant shall, prior to consummating such termination or expiration, duly terminate such proceedings and pay to the appropriate taxing authorities the full amount of such Tax and all interest and penalties attributable to such deferred payment. Upon request by Tenant, Landlord, subject to the reasonable approval of Landlord's counsel, shall execute and deliver any and all such documents or instruments and take any and all such other action as shall be necessary or proper to permit Tenant to bring such proceedings in Tenant's name or otherwise to facilitate the conduct of such proceedings by Tenant. Tenant shall, within ten days after Landlord's demand, reimburse Landlord for all costs and expenses (including, without limitation, counsel fees) incurred by Landlord in connection with any such settlementproceedings. Tenant shall defend, which consent shall not be unreasonably withheldindemnify and save Landlord harmless from all other liability, costs and expenses incurred in connection with any such proceedings. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount Any refunds of Taxes for which Purchaser is liable under this Agreement, Purchaser paid by Tenant resulting from such contest by Tenant and attributable to any period occurring during the Term shall have the right be payable to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedTenant.

Contests. Whenever Buyer agrees to give written notice to Seller of the receipt of any Taxing Authority asserts a Claimwritten notice to Company, makes an assessmentSub, Buyer, or otherwise disputes any of Buyer’s Affiliates which involves the amount assertion of Taxes for any claim, or the commencement of any Action, in respect of which Seller is or an indemnity may be liable under sought by Buyer pursuant to this AgreementArticle VII (a “Tax Claim”); provided, Purchaser shall, if informed of such an assertion, promptly inform Seller, and Seller that failure to comply with this provision shall have the not affect Buyer’s right to control any resulting proceedings (at its sole expense) indemnification hereunder, except and to determine whether and when to settle any such Claim, assessment or dispute only to the extent that Seller forfeits rights or defenses by reason of such proceedings failure. Except with respect to Tax Claims relating exclusively to Pre-Closing Tax Periods, Buyer shall control the contest or determinations affect resolution of any Tax Claim; provided, however, that Buyer shall obtain the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the prior written consent of Purchaser prior to consummating any such settlement, Seller (which consent shall not be unreasonably withheld. Whenever withheld or delayed) before entering into any Taxing Authority asserts settlement of a Claimclaim relating to a Pre-Closing Tax Period or ceasing to defend any such claim; and, makes an assessment or otherwise disputes provided further, that Seller shall be entitled to participate in the amount defense of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right a claim relating to control any resulting proceedings a Pre-Closing Tax Period and to determine whether employ counsel of its choice for such purpose, the fees and when expenses of which separate counsel shall be borne solely by Seller. With respect to settle any Tax Claim relating exclusively to one or more Pre-Closing Tax Periods, Seller shall control the contest or resolution of such Tax Claim; provided, assessment or disputehowever, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase that Seller shall obtain the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the prior written consent of Seller prior to consummating any such settlement, Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further, that Buyer shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by Buyer.

Contests. Whenever any Taxing Authority asserts a Claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, promptly inform Seller, and Seller Tenant shall have the right to control contest by appropriate legal proceedings diligently conducted in good faith, in the name of the Tenant, or Landlord (if legally required), or both (if legally required), without cost, expense, liability or damage to Landlord, the validity or application of any resulting proceedings Legal Requirement and, if compliance with any of the terms of any such Legal Requirement may legally be delayed pending the prosecution of any such proceeding, Tenant may delay such compliance therewith until the final determination of such proceeding. In addition to, and not in limitation of, the provisions of Section 10.01 of the Lease, Tenant shall not (i) generate, store, dispose of, dump, flush or in any way introduce Hazardous Substances into the septic, sewer and other waste disposal system serving the Premises, or (ii) generate, store or dispose of such Hazardous Substances in, on or under the Premises or the Land, except in accordance with all applicable laws. Tenant shall notify Landlord of any incident which would require the filing of notice or notification pursuant to any Legal Requirements as now existing or hereinafter enacted. If, at any time during the Lease Term, Landlord shall believe that any Hazardous Substances have been so generated, stored, or disposed of by Tenant, upon demand by Landlord (or in the event of any such generation, storage or disposal of which Tenant has knowledge without demand by Landlord), Tenant, at its sole expense, shall cause a hazardous waste site assessment, so-called, to be made forthwith of the Premises and the Land (including, without limitation, the subsurfaces of the same) and likely to determine whether and when to settle have been affected by any such Claimgeneration, storage, disposal or incident. If such hazardous waste site assessment indicates the existence of hazardous substances on the surface or dispute in the subsurface soils of any of the Premises or the Land, Tenant shall thereupon forthwith take all steps necessary to remove any and all Hazardous Substances and the extent soils containing same, and such proceedings further steps as shall be necessary to remedy the effects of such Hazardous Substances. Tenant shall make available to Landlord all reports and statements produced, and information required to be maintained, or determinations affect the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected obtained by Tenant with respect to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent Hazardous Substances. Any such site assessment shall not be unreasonably withheldof an investigatory scope acceptable to Landlord. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes The obligations of Tenant hereunder shall survive the amount termination of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedLease.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax -------- Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claimwritten notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, makes ----------- or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an assessment, or otherwise disputes the amount of Taxes for which Seller is or indemnity obligation pursuant to Section 7.4 may be liable under this Agreement----------- payable, Purchaser shallsuch Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that the Lessee desires to, assume and control the defense thereof; provided, however, that the Lessee shall have -------- ------- acknowledged in writing its obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action, suit or determinations affect proceeding if the amount of Taxes for which Seller may be liable under contest is unsuccessful, and, provided further, that the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent Lessee shall not be unreasonably withheldentitled -------- ------- to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then control the defense of such contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) 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 sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Encumbrance) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee 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 Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. Whenever With respect to any Taxing Authority asserts contests controlled by a ClaimTax Indemnitee, makes (i) 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 Lessee shall have provided to such Tax Indemnitee an assessment opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or otherwise disputes (ii) in the amount case of Taxes an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, however, such Tax Indemnitee shall in no -------- event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall, at the Lessee's expense, supply the Lessee with such information and documents in such Tax Indemnitee's possession 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 7.4. Unless an Event of Default shall have ----------- occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which Purchaser is liable entitled to be indemnified under this Agreement, Purchaser shall have Section 7.4 without the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase prior written consent ----------- of the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlementLessee, which consent shall not be unreasonably withheld, conditioned or delayedunless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 ----------- with respect to such Claim. Notwithstanding anything contained herein to the contrary, (I) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest except on its own behalf if it is subject thereto) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to ----------- such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (II) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which, in the opinion of Tax Indemnitee's counsel, creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either.

Contests. Whenever Parent agrees to give prompt written notice to Shareholder Representative of the receipt of any Taxing Authority asserts written notice by the Company, PTC, Parent or any of Parent’s Affiliates which involves the assertion of any claim, the commencement of any Action, proposed adjustment, assessment, audit, examination or other administrative or court proceeding in respect of which an indemnity may be sought by Parent pursuant to Article VIII (a “Tax Claim”) and shall describe in reasonable detail (to the extent known by Parent) the facts constituting the basis for such Tax Claim, makes an assessmentthe nature of the relief sought, or otherwise disputes and the amount of the claimed Losses (including Taxes), if any (the “Tax Claim Notice”), provided, however, that the failure or delay to so notify Shareholder Representative shall not relieve Shareholders of any obligation or liability that Shareholders may have to Buyer except to the extent that Shareholders were prejudiced thereby. Solely with respect to Tax Claims for income Taxes for which Seller is a Pre-Closing Tax Period payable by the Shareholders under applicable Tax laws, excluding, for the avoidance of doubt, any Tax Claims relating to entity level Taxes of the Company or PTC, the Shareholder Representative (a) shall assume and control the defense of such Tax Claim, (b) shall bear its own costs and expenses, (c) shall be entitled to engage its own counsel, and (e) may (i) pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Governmental Authority, (ii) either cause payment of the Tax claimed or sue for refund where applicable Law permits such refund suit, or (iii) contest, settle or compromise the Tax Claim in any permissible manner, provided, however, that the Shareholder Representative shall not settle or compromise (or take other actions described herein with respect to) any Tax Claim without the prior written consent of Parent (such consent not to be liable under this Agreementunreasonably withheld, Purchaser shalldelayed or conditioned) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of the Surviving Corporation, if Parent or any of Parent’s Affiliates for any Tax period ending after the Closing Date. With respect to a Tax Claim controlled by the Shareholder Representative, the Shareholder Representative shall (a) keep Parent reasonably informed of all material developments and events relating to such an assertion, Tax Claim (including promptly inform Sellerforwarding copies to Parent of any related correspondence, and Seller shall provide Parent with an opportunity to review and comment on any material correspondence before Shareholder Representative sends such correspondence to any taxing authority), (b) consult with Parent in connection with the defense or prosecution of any such Tax Claim, and (c) provide such cooperation and information as Parent shall reasonably request, and Parent shall have the right to control any resulting proceedings (participate, at its sole own expense, in (but not control) and to determine whether and when to settle the defense of such Tax Claim (including participating in any discussions with the applicable taxing authorities regarding such Tax Claim, assessment ). Parent shall control the contest or dispute resolution of any Tax Claim not controlled by the Shareholder Representative pursuant to the extent such proceedings or determinations affect preceding two sentences; provided, however, that Parent shall obtain the amount of Taxes for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the prior written consent of Purchaser prior to consummating any such settlement, Shareholder Representative (which consent shall not be unreasonably withheld. Whenever conditioned, withheld or delayed) before entering into any Taxing Authority asserts settlement of a claim or ceasing to defend such claim; and, provided further, that Shareholder Representative shall be entitled to participate in (including participating in any discussions with the applicable taxing authorities regarding such Tax Claim, makes an assessment or otherwise disputes ) the amount defense of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings such claim and to determine whether employ counsel of its choice for such purpose, the fees and when expenses of which separate counsel shall be borne by Shareholder Representative and not Parent and in connection therewith Parent shall provide such cooperation and information as Shareholder Representative shall reasonably request and in addition Parent shall keep Shareholder Representative reasonably informed of all material developments and events relating to settle such Tax Claim (including promptly forwarding copies to Shareholder Representative of any related correspondence, and shall provide Shareholder Representative with an opportunity to review and comment on any material correspondence before Xxxxxx sends such correspondence to any taxing authority), and consult with Shareholder Representative in connection with the defense or prosecution of any such Tax Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which Lessees may have an assessmentindemnity obligation pursuant to SECTION 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or Lessees may have an indemnity obligation pursuant to SECTION 7.4 may be liable under this Agreementpayable, Purchaser shallsuch Tax Indemnitee shall promptly notify the Company. The Company shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that the Company desires to, assume and control the defense thereof; PROVIDED, HOWEVER, that the Company shall have acknowledged in writing its obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action, suit or determinations affect proceeding if the amount contest is unsuccessful; and, PROVIDED FURTHER, that the Company shall not be entitled to assume and control the defense of Taxes for any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Company, on behalf of the Company with representatives reasonably satisfactory to the Company) if and to the extent that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding involves any meaningful risk of imposition of criminal liability or any material risk of civil liability on such Tax Indemnitee in excess of $5,000,000,(B) such proceeding involves Claims not fully indemnified by the Lessees which Seller may the Company 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 liable under materially detrimental to the Agreementinterests of such Tax Indemnitee notwithstanding indemnification by Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) 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 Company shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Company stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, PROVIDED, HOWEVER, should such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a settlement increase or could be reasonably expected to increase reasonable manner at its own expense and with its own counsel in any proceeding conducted by the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after Company in accordance with the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedforegoing.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which the Lessee may have an assessmentindemnity obligation pursuant to Section 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or Lessee may have an indemnity obligation pursuant to Section 7.4 may be liable under this Agreementpayable, Purchaser shallsuch Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that the Lessee desires to, assume and control the defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action if requested to do so by the Lessee, suit or determinations affect proceeding if the amount of Taxes for which Seller may be liable under contest is unsuccessful; and, provided further, that the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent Lessee shall not be unreasonably withheldentitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) 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 sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee 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 Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. Whenever With respect to any Taxing Authority asserts contests controlled by a ClaimTax Indemnitee, makes (i) 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 Lessee shall have provided to such Tax Indemnitee an assessment opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or otherwise disputes (ii) in the amount case of Taxes an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and documents in such Tax Indemnitee's possession 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 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which Purchaser is liable entitled to be indemnified under this Agreement, Purchaser shall have Section 7.4 without the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the prior written consent of Seller prior to consummating any such settlementthe Lessee, which consent shall not be unreasonably withheld, conditioned or delayedunless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either.

Contests. Whenever any Taxing Authority asserts a Claim, makes an assessment, or otherwise disputes the amount of Taxes for which Seller is or may be liable under this Agreement, Purchaser shall, if informed of such an assertion, promptly inform Seller, and Seller Tenant shall have the right, after at least ten (10) days prior written notice to Landlord (or such shorter period as may be required at Law in order to preserve the right to control do so), to contest the amount or validity of any resulting Imposition or Law or lien by appropriate proceedings (conducted in good faith and with due diligence, at its sole cost and expense) . If Tenant has not yet made the Minimum Investment, or deposited into escrow under terms and conditions reasonably satisfactory to determine whether and when Landlord the amount by which the Minimum Investment then exceeds the Investment, then, Tenant shall furnish to settle Landlord security reasonably satisfactory to Landlord against any claim, loss, liability or expense incurred as a result of such nonpayment or delay therein. In the event of any such Claimcontest, assessment if the final determination thereof is adverse to Tenant, then Tenant shall pay fully the amounts involved in such contest, together with any penalties, fines, interests, costs and expenses that may have accrued thereon or dispute that may result from any such contest by Tenant, and after such payment by Tenant, Landlord will promptly return to Tenant such security as Landlord shall have received in connection with such contest, unless such adverse determination results directly from or is otherwise directly related to Landlord's failure to comply with its obligations under this Lease, or Landlord's negligence or misconduct, in which event, Landlord shall immediately after written notice of such adverse determination return such deposit to Tenant. Landlord shall join in any such proceeding if any Law now or hereafter in effect shall require that such proceedings be brought by and/or in the name of Landlord or any owner of the Private Parcel. Neither Landlord nor the Private Parcel shall be subjected to any liability for the payment of any costs, fees, including attorneys' fees, or expenses in connection with any such proceeding (except to the extent that such proceedings adverse determination results from or determinations affect the amount is otherwise related to Landlord's failure tocomply with its obligations under this Lease, or Landlord's negligence or misconduct). Tenant shall be entitled to any refund of Taxes any such Imposition and penalties or interest thereon, which shall have been paid by Tenant or paid by Landlord, for which Seller may be liable under the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent shall not be unreasonably withheld. Whenever any Taxing Authority asserts a Claim, makes an assessment or otherwise disputes the amount of Taxes for which Purchaser is liable under this Agreement, Purchaser Landlord shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlement, which consent shall not be unreasonably withheld, conditioned or delayedbeen fully reimbursed.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax -------- Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which the Lessee may have an assessmentindemnity obligation pursuant to Section ------- 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or --- Lessee may have an indemnity obligation pursuant to Section 7.4 may be liable under this Agreement----------- payable, Purchaser shallsuch Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that the Lessee desires to, assume and control the defense thereof; provided, however, that the Lessee shall have acknowledged in writing its -------- ------- obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action, suit or determinations affect proceeding if the amount of Taxes for which Seller may be liable under contest is unsuccessful, and, provided further, that the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent Lessee shall not be unreasonably withheldentitled -------- ------- to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then control the defense of such contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) 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 sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Encumbrance) on the Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee 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 Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. Whenever With respect to any Taxing Authority asserts contests controlled by a ClaimTax Indemnitee, makes (i) 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 Lessee shall have provided to such Tax Indemnitee an assessment opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or otherwise disputes (ii) in the amount case of Taxes an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, however, such Tax Indemnitee shall in no -------- event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall, at the Lessee's expense, supply the Lessee with such information and documents in such Tax Indemnitee's possession 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 7.4. Unless an Event of Default shall have ----------- occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which Purchaser is liable entitled to be indemnified under this Agreement, Purchaser shall have Section 7.4 without the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase prior written consent ----------- of the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such settlementLessee, which consent shall not be unreasonably withheld, conditioned or delayedunless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 ----------- with respect to such Claim. Notwithstanding anything contained herein to the contrary, (I) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest except on its own behalf if it is subject thereto) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect ----------- to other taxable years the contest of which is precluded as a result of such waiver) and (II) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which, in the opinion of Tax Indemnitee's counsel, creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either.

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Indemnified Party or if any proceeding shall be commenced against any Indemnified Party (including a Claimwritten notice of such proceeding) for any Tax as to which the Lessee may have an indemnity obligation pursuant to this Section 5.04, makes an assessment, or otherwise disputes such Indemnified Party shall within thirty (30) days notify the amount of Taxes for which Seller is or may be liable Lessee in writing (provided that failure to so notify the Lessee within thirty (30) days shall not alter such Indemnified Party's rights under this Agreement, Purchaser shall, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and to determine whether and when to settle any such Claim, assessment or dispute Section 5.04 except to the extent such proceedings failure precludes or determinations affect materially adversely affects the ability to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim, proceeding or Tax 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 such notice by the Lessee; provided, however, that in the case of any such claim or proceeding, if such Indemnified Party shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Party shall in such notice to the Lessee, so inform the Lessee, and such Indemnified Party shall not take any action with respect to such claim, proceeding or Tax 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 Indemnified Party shall be required by law or regulation to take action prior to the end of such 10-day period. Participation Agreement Proprietary & Confidential The Lessee shall be entitled for a period of thirty (30) days from receipt of such notice from the Indemnified Party (or such shorter period as the Indemnified Party has notified the Lessee is required by law or regulation for such Indemnified Party to commence such contest), to request in writing that such Indemnified Party contest the imposition of such Tax, at the Lessee's sole cost and expense. If (x) such contest can be pursued in the name of the Lessee and independently from any other proceeding involving a Tax liability of such Indemnified Party for which the Lessee has not agreed to indemnify such Indemnified Party, (y) such contest must be pursued in the name of the Indemnified Party, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnified Party for which the Lessee has not agreed to indemnify such Indemnified Party or (z) the Indemnified Party 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 Indemnified Party reasonably determines that such contest by the Lessee could have an adverse impact on the business or operations of the Indemnified Party, such Indemnified Party may elect to control or reassert control of the contest, and provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Tax ultimately determined to be due by reason of such claim. In all other claims requested to be contested by the Lessee, such Indemnified Party shall control the contest of such claim. In no event shall the Lessee be permitted to contest (or the Indemnified Party be required to contest) any claim (A) if such Indemnified Party provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such action, suit or proceeding involves a risk of imposition of criminal liability or could involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Encumbrance) on any Property or any part of any thereof unless the Lessee shall have posted and maintained a bond or other security satisfactory to the relevant Indemnified Party in respect to such risk, (B) if an Event of Default has occurred and is continuing under Section 6.01(a), (h) or (i) unless the Lessee shall have posted and maintained by a bond or other security satisfactory to the relevant Indemnified Party 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 claim, (C) unless the Lessee shall have agreed to pay and shall pay, to such Indemnified Party on demand all reasonable out-of-pocket costs, losses and expenses that such Indemnified Party may incur in connection with contesting such Tax including all reasonable legal, accounting and investigatory fees and disbursements, or (D) if such contest shall involve the payment of the Tax prior to the contest, unless the Lessee shall provide to the Indemnified Party an interest- free advance in an amount equal to the Tax that the Indemnified Party is required to pay (with no additional net after-tax costs to such Indemnified Party). In addition for Indemnified Party controlled contests and claims contested in the name of such Indemnified Party in a public forum, no contest shall be required (A) unless the amount of Taxes the potential indemnity (taking into account all similar or logically related claims that have been or could be raised in any audit involving such Indemnified Party with respect to any period for which Seller the Lessee may be liable to pay an indemnity under this Section 5.04) exceeds $25,000 and (B) unless, if requested by such Indemnified Party, the AgreementLessee shall have provided to such Indemnified Party an opinion of independent tax counsel selected by such Indemnified Party and reasonably acceptable to the Lessee that a reasonable basis exists to contest such claim. In no event shall an Indemnified Party be required to appeal an adverse judicial determination to the United States Supreme Court. Participation Agreement Proprietary & Confidential The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (or claim for refund) but the decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment, PROVIDEDprovided, HOWEVERhowever, should that if the Indemnified Party is the controlling party and the Lessee recommends the acceptance of a settlement increase or could be reasonably expected to increase offer made by the relevant Governmental Authority and such Indemnified Party rejects such settlement offer, then the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under the Lessee will be required to indemnify such Indemnified Party with respect to the Taxes subject to such offer shall not exceed the amount which it would have owed if such settlement offer had been accepted. In addition, the controlling party shall keep the 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 Indemnified Party 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 AgreementSection 5.04(d); provided, then Seller must receive the consent of Purchaser prior to consummating any however, that such settlement, which consent Indemnified Party shall not be unreasonably withheldrequired to provide to the Lessee copies of its tax returns or any other information, documentation or materials that it deems to be confidential or proprietary. Whenever No Indemnified Party shall enter into any Taxing Authority asserts a Claim, makes settlement or other compromise or fail to appeal an assessment or otherwise disputes the amount of Taxes for adverse ruling with respect to any claim which Purchaser is liable entitled to be indemnified under this AgreementSection 5.04 (and with respect to which contest is required under this Section 5.04) without the prior written consent of the Lessee, Purchaser shall have the unless such Indemnified Party waives its right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable indemnified under this AgreementSection 5.04 with respect to such claim. Notwithstanding anything contained herein to the contrary, then Purchaser must receive an Indemnified Party will not be required to contest (and the consent of Seller prior to consummating any such settlement, which consent Lessee shall not be unreasonably withheld, conditioned permitted to contest) a claim with respect to the imposition of any Tax if such Indemnified Party shall waive its right to indemnification under this Section 5.04 with respect to such claim (and any claim with respect to such year or delayedany other taxable year the contest of which is materially adversely affected as a result of such waiver.)

Contests. Whenever If any Taxing Authority asserts claim shall be made against any Tax Indemnitee or if any proceeding shall be commenced against any Tax Indemnitee (including a Claim, makes written notice of such proceeding) for any Taxes as to which the Lessee may have an assessmentindemnity obligation pursuant to Section 7.4, or otherwise disputes if any Tax Indemnitee shall determine that any Taxes as to which the amount of Taxes for which Seller is or Lessee may have an indemnity obligation pursuant to Section 7.4 may be liable under this Agreementpayable, Purchaser shallsuch Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, if informed of such an assertion, promptly inform Seller, and Seller shall have the right to control any resulting proceedings (at its sole expense) and , to determine whether and when to settle any such Claimparticipate in, assessment or dispute and, to the extent that the Lessee desires to, assume and control the defense thereof; provided, however, that the Lessee shall have acknowledged in writing its obligation to fully indemnify such proceedings Tax Indemnitee in respect of such action, suit or determinations affect proceeding if the amount of Taxes for which Seller may be liable under contest is unsuccessful; and, provided further, that the Agreement, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, then Seller must receive the consent of Purchaser prior to consummating any such settlement, which consent Lessee shall not be unreasonably withheldentitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) 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 civil liability in excess of $1,000,000 on such Tax Indemnitee or (y) will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Encumbrance) on any Leased Property or any part thereof unless the Lessee shall have posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee 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 Tax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. Whenever With respect to any Taxing Authority asserts contests controlled by a ClaimTax Indemnitee, makes (i) 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 Lessee shall have provided to such Tax Indemnitee an assessment opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or otherwise disputes (ii) in the amount case of Taxes an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with its own counsel in any proceeding conducted by the Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and documents in such Tax Indemnitee's possession as are reasonably requested by the Lessee and are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Unless an Event of Default shall have occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which Purchaser is liable entitled to be indemnified under this Agreement, Purchaser shall have Section 7.4 without the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the prior written consent of Seller prior to consummating any such settlementthe Lessee, which consent shall not be unreasonably withheld, conditioned or delayedunless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest (and the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the success of such contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the conduct of such contest controlled by either.