Common use of Contests Clause in Contracts

Contests. If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. If In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any claim pending or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a)threatened Claim, such Indemnitee shall, if 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 Claim through its own counsel, which shall as soon as practicablebe subject to the reasonable approval of the Indemnitee, but in no event more than on behalf of the Indemnitee (with full right of subrogation to the Indemnitee’s rights and defenses). Lessee must indicate its election to assume such defense by written notice to the Indemnitee within thirty (30) days after following receipt of formal written Indemnitee’s notice of the Tax Claim, or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross 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 net incomefails to respond to the notice within the time period set forth above, the aggregate 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 defense of any such Claim, 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 documents pertaining to the matter to be indemnified and, to the extent known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of the Tax exceeds U.S. $100,000requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 7.1(a). , the Lessee shall pay all reasonablebe subrogated to any right of Indemnitee in respect of the matter against which such indemnity has been paid. If the Lessee shall have elected to assume the defense of any such Claim, 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 reasonably appropriate to assist the Lessee in the preservation and enforcement against third parties of the Lessee’s right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim 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 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 actually incurred by shall be paid periodically as incurred. So long as no Event of Default shall have occurred and be continuing, the Indemnitee in contesting Lessee shall not be liable for any settlement of any such Tax (includingClaim 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 limitationwaiving any rights to indemnification hereunder, all reasonable attorney’s may defend such Claim and accountants’ fees), upon demand by enter into any good faith settlement thereof without the Indemniteeprior written consent of the Lessee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informednot, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or (not to be unreasonably withheld) of the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise Indemnitee, effect any settlement of any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a Claim unless such settlement or compromise pays the contested Tax to the extent agreed upon or makes includes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion unconditional release of the Indemnitee materially adversely affect from all liabilities that are the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of Claim. The parties agree to cooperate in any interest received by reason of payment defense or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences settlement of any such interest-free loanClaim 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. If (a) Nothing in this Agreement shall be construed to prevent the General Partner from contesting in good faith, as the tax matters partner of Parent OP in accordance with the OP Agreement, any claim that, if successful, would result in an indemnity payment pursuant to Section 6. (b) The LVP Parties shall provide written notice to Parent OP promptly after learning of any audit or claims is or are made against any Indemnitee other proceeding involving a LVP Party for any Tax which is subject Parent OP could have an indemnification obligation under Section 6 (a “Proceeding”). Failure to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal provide prompt written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, Proceeding shall preclude any indemnity hereunder to the extent permitted by Applicable Law Parent OP is materially prejudiced thereby. (i) Upon receipt of notice of a Proceeding, Parent OP shall either (i) assume the conduct and provided control of the settlement or defense of such Proceeding, and the LVP Parties shall cooperate with Parent OP in connection therewith (including, for example, signing a power of attorney with respect to such Proceeding) or (ii) advise the LVP Parties that it has acknowledged does not wish to control such Proceeding, in writing which case Parent OP shall bear all costs and expenses of a nationally recognized law firm retained to represent the LVP Parties in such Proceeding, which counsel shall be reasonably acceptable to Parent OP. In either event, the party not controlling the Proceeding shall be given the right to participate in such Proceeding, at its liability own expense. So long as Parent OP is reasonably contesting any Proceeding, the LVP Parties (or their Indirect Owners) shall not pay or settle any such Proceeding without the consent of Parent OP, which consent may be withheld in Parent OP’s sole discretion. (ii) Subject to Section 12(b)(iii), (a) a final determination under Section 1313 of the Code of the claim underlying the Proceeding shall be binding on Parent OP and the LVP Parties and (b) if the LVP Parties are found liable for the Tax at issue if Taxes that were the contest is not successful, contest such Taxsubject of the Proceeding, and subsequently may appeal it is determined that such Taxes were caused by Parent OP’s breach of this Agreement, Parent OP shall promptly pay the LVP Parties the amount payable pursuant to Section 6 of this Agreement. (iii) Notwithstanding the foregoing, if either Parent OP or the LVP Parties disputes the finding with respect to causation, Parent OP shall select a nationally recognized accounting firm or law firm experienced in tax protection matters and reasonably acceptable to Representative (the “Dispute Firm”) to review the indemnification claim and the applicable provisions of this Agreement. The Dispute Firm shall have fifteen (15) business days (or such additional time as the Dispute Firm determines is reasonably necessary) to review such materials and deliver to Parent OP and Representative its determination of whether any adverse amount is due under this Agreement. The determination (other than of the Dispute Firm shall be final and binding on the parties to this Agreement, and Parent OP shall promptly pay over to the United States Supreme Court), in LVP Parties such amounts determined by the appropriate administrative Dispute Firm to be due under this Agreement and legal forumsthe LVP Parties shall have no further recourse against Parent OP for the indemnification claim with respect to which such amounts have been paid. Parent OP shall bear all costs and expenses of the Dispute Firm; provided, that in all other circumstances, upon notice from the Lessee LVP Parties shall bear such costs if Parent OP is found to such Indemnitee that there exists a reasonable basis have no liability pursuant to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 this Agreement. (as supported by an opinion of tax counsel c) Subject to the Lessee reasonably acceptable to the Indemnitee)paragraphs (a) and (b) above, the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee LVP Parties shall have the right to participate in any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability, refund, or adjustment to the conduct taxable income of any proceedings controlled by the Indemnitee to the extent party hereto that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall could result in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion disallowance of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described tax treatment set forth in the provisos to the definition of “Permitted ContestSection 9 at its own expense.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. Lessee shall pay on or before the time or times prescribed by law any Taxes (except any Taxes excluded by the proviso to Section 7.2(a)); provided, however, that Lessee shall be under no obligation to pay any such Tax so long as the payment of such Tax is not delinquent or is being contested by a Permitted Contest and Lessee shall have otherwise complied with this Section 7.2(b). If any claim or claims is or are made against any Indemnitee solely for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of Lessee and (in the Lessee case of any Tax which may reasonably be expected to exceed $100,000 in the aggregate) tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “"Permitted Contest” " continue to be satisfiedsatisfied and so long as no Lease Event of Default exists), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successfulLaws, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court)determination, in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s 's expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000)Tax. Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, including all reasonable attorney’s attorneys' and accountants’ ' fees, including the reasonable allocated costs of internal counsel), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation Participation Agreement by the Lessee such Person does not interfere with the Indemnitee’s 's control of such contest contest, and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. To the extent that more than one Indemnitee is making a demand for indemnification under Section 7.2(a) based upon the imposition of the same Tax and such Indemnitees' interests do not raise actual or potential conflicts of interest, Lessee shall reimburse such Indemnitees for only the reasonable attorney's fees of one counsel to such Indemnitees; provided that if during any contest of such Claim any Indemnitee's interest may conflict with the interest of the other Indemnitee, each such Indemnitee shall be entitled to reimbursement from Lessee on demand of its reasonable attorneys' fees in connection with such contest. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s 's prior written consent or (which consent shall neither be unreasonably delayed nor withheld), unless the Indemnitee waives its right provisos of the definition of "Permitted Contest" would not continue to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interestbe satisfied. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the LesseeLessees; provided, that provided that: (ix) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (iiy) the settlement or compromise does not, in the reasonable opinion of the Indemnitee Indemnitee, materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property any Equipment or any interest therein or any matter described in the provisos to the definition of “"Permitted Contest.” ". The failure of an Indemnitee to timely contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law Laws where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires Laws require the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds Participation Agreement to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s 's obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossedgrossed-Up Basis up basis in accordance with Section 7.4 7.5 for and against any adverse consequences of any such interest-free loan. In the event that the Indemnitee receives a refund (or like adjustment) in respect of any Tax for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall within ten (10) days remit the amount of such refund (or like adjustment) to Lessee, net of all costs and expenses incurred by such Indemnitee; provided, however, that the Indemnitee shall not be required to remit any amount pursuant to this sentence in excess of the amounts previously paid by Lessee to, or on behalf of, such Indemnitee with respect to such Tax pursuant to this Article VII.

Contests. If any claim or claims for a Liability is or are made against Borrower or any Indemnitee and such party has received notice thereof, such 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 increases the amount Borrower would have been liable for any Tax which in the absence of such failure. If no Specified Default shall exist, 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 subject liable to indemnification as provided in Section 7.2(asuch Indemnitee for such Liability), such compromise any Liability for which it may be required to indemnify under this Section 9.01, and each Indemnitee shall as soon as practicable, but agrees to cooperate with all reasonable requests of Borrower in no event more than thirty (30) days after receipt of formal written notice connection therewith. Notwithstanding any of the Tax foregoing to the contrary, Borrower shall not be entitled to assume responsibility for and control of any such judicial or proposed Taxadministrative proceedings or compromise any Liability if (aa) any Specified Default shall exist, notify or (bb) such proceedings would involve the Lessee and ifimposition of criminal liability on an Indemnitee or if such contest will, in the reasonable opinion of the Lessee there exists a such Indemnitee, be inappropriate under applicable standards of professional conduct. The reasonable basis to contest fees and expenses of such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and Indemnitee’s counsel shall be paid by Borrower if the provisos any of the definition of “Permitted Contest” continue to be satisfied), the Lessee circumstances described in clauses (aa) or (bb) above exists. An Indemnitee may participate at its own expense mayand with its own counsel in any judicial proceeding controlled by Borrower pursuant to the preceding provisions. Each Indemnitee shall cooperate with all reasonable requests of the insurers in the exercise of their rights to 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 Indemnitee’s rights with respect to the transaction or event requiring or giving rise to such indemnity to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successfulof any indemnity payment made, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to any insurance policies maintained by such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. If So long as (a) no Default or Event of Default is continuing and this Lease has not been declared in default, (b) a contest of Taxes does not involve any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice danger of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property Aircraft or any interest therein or any matter described in therein, (c) Lessee has provided the provisos relevant Indemnitee with an opinion of independent tax counsel acceptable to the definition of “Permitted Contest.” The failure of an such Indemnitee that a meritorious basis exists for contesting such claim, (d) Lessee has made adequate reserves for such Taxes, then such Indemnitee at Lessee's written request will at Lessee's sole cost and expense, take such actions as Lessee shall reasonably request to contest timely a claim against it for any Tax which is subject (or, if permitted by Law, to indemnification under Section 7.2(a) and for which it has an obligation to the permit Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time name of the initial notification by such Indemnitee) that the validity, applicability or amount of such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contestTaxes. If Applicable Law requires such contest is to be initiated by the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Sectionclaiming of a refund for, then the any Taxes, Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee advance to the relevant Indemnitee to be repaid by any recovery of such Tax sufficient funds (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such an interest-free loanbasis) to make such payments and shall indemnify such Indemnitee for any tax consequences resulting from such advance of funds. Although the relevant Indemnitee may consult in good faith with Lessee concerning the conduct of any contest, such Indemnitee shall control the conduct of all proceedings relating to any such contest which is brought by or on behalf of such Indemnitee. Any contest initiated hereunder may be settled or discontinued at any time provided that the relevant Indemnitee shall have waived any right to indemnification for the Taxes being contested.

Contests. If In the event Purchaser or Sellers receives written notice of any claim examination, claim, settlement, proposed adjustment, administrative or claims is judicial proceeding, or are made against other matter ("Tax Claim") related to any Indemnitee for any Tax which is subject to indemnification Pre-Closing Taxes, Transfer Taxes or Overlap Period Taxes, Purchaser or Sellers, as provided the case may be, shall notify the other Parties in Section 7.2(a), such Indemnitee shall writing as soon as practicable, reasonably practical (but in no event more than ten (10) Business Days) after receipt of such notice. If Sellers notify Purchaser in writing within thirty (30) Business Days following receipt of such written notice they intend to exercise their rights pursuant to this Section 8.7, they shall be entitled to control the defense, prosecution, settlement or compromise of such Tax Claim, at their own expense. Purchaser shall take such action in contesting such Tax Claim as Sellers shall reasonably request from time to time, including the selection of counsel and experts and execution of powers of attorney. Purchaser shall (a) not make any payments of such Tax Claim for at least thirty (30) days (or such shorter period as may be required by applicable Law) after receipt of formal written giving the notice of required by this Section 8.7, (b) give the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis Sellers any information requested relating to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 Claim, (c) give any Tax Authority any information requested by Sellers relating to such Tax Claim, and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, (d) otherwise cooperate with and make internal resources available to the extent permitted by Applicable Law and provided that it has acknowledged Sellers in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than good faith in order to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to effectively contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, Claim. Sellers shall contest reimburse Purchaser for any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually costs pre-approved by Sellers and demonstrated to Sellers' reasonable satisfaction that are incurred by the Indemnitee Purchaser in contesting providing such assistance. Purchaser shall not settle or otherwise compromise any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand Claim with any Taxing Authority or prosecute such contest to a determination in court or other tribunal or initial or appellate jurisdiction unless instructed to do so by the IndemniteeSellers. Lessee shall have Any of the right to participate in the conduct of Sellers may settle or otherwise compromise any proceedings controlled by the Indemnitee to the extent such Tax Claim without Purchaser's prior written consent, except that such participation by the Lessee does not interfere with the Indemnitee’s control if as a result of such contest and settlement or compromise the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled Taxes payable by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee Purchaser would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to materially increased, none of Sellers may settle or compromise such matter without Purchaser's prior written consent, which consent shall not be unreasonably withheld. In connection with any proceeding taken with respect to such contested claim in accordance with written instructions received from the Lessee; providedmatters, that (i) the Lessee on or before the date the Indemnitee executes Sellers shall keep Purchaser informed of all material developments and events relating to such matters if involving a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; material liability for Taxes and (ii) Purchaser shall have the settlement or compromise does notright, at its sole expense, to participate in the any such proceedings. Purchaser shall cooperate with Sellers by giving them and their representatives, on prior reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee notice, reasonable access and cooperation during normal business hours to receive Rent or the Lease Balance or any other payment pursuant all information, books and records pertaining to the Operative DocumentsTransfer Taxes, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it Pre-Closing Taxes and Overlap Period Taxes. Sellers shall reimburse Purchaser for any Tax which is subject reasonable, out-of-pocket costs pre-approved by Sellers and demonstrated to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) Sellers' reasonable satisfaction that are incurred by Purchaser in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that providing such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanassistance.

Contests. If any claim or claims is or are made against any Indemnitee for any (a) The Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicablenotify the Stockholders’ Representative in writing promptly, but and in no any event more than within thirty (30) days after receipt days, of formal written notice becoming aware of the commencement after the Closing Date of any Contest that could give rise to an indemnification payment under Section 7.1 (the specific issues that could give rise to such indemnification are referred to herein as “Tax Indemnifiable Matters”). Such notice shall contain factual information (to the extent known to the Tax Indemnitee or proposed Taxits Affiliates) with respect to Tax Indemnifiable Matters in reasonable detail and shall include copies of any notice or other document (to the extent such notice or document relates to Tax Indemnifiable Matters) received from any Governmental Authority in respect thereof. (b) The Tax Indemnitee shall control all Contests, notify but to the Lessee and if, in extent that a Contest involves issues for which the reasonable opinion of the Lessee there exists Tax Indemnitee may be entitled to a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfiedpayment under Section 7.1(a), the Lessee at Stockholders’ Representative or its expense mayduly appointed representatives shall be allowed to attend all meetings between the Tax Indemnitee and the Governmental Authority in question and shall be provided with copies of all material correspondence and documents, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for relating to Tax Indemnifiable Matters. Neither the Tax at issue Indemnitee nor any of its Affiliates may settle or compromise any asserted Tax liability in a Contest, to the extent relating to Tax Indemnifiable Matters, without the consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld or delayed. For the avoidance of doubt, a Tax Indemnitee’s decision not to contest a Contest will be considered to be a settlement of that Contest for purposes of the preceding sentence. For purposes of this Section 7.5(b), if the contest Tax Indemnitee and the Stockholders’ Representative cannot come to agreement as to whether consent is not successfulbeing, contest or will be, unreasonably withheld or delayed within 30 days of the Stockholders’ Representative’s initial refusal to provide consent, such Taxdisagreement shall be resolved by the Accounting Firm. The determination of the Accounting Firm shall be final and binding on both parties and may be entered and enforced in any court having jurisdiction. (c) Notwithstanding the foregoing, and subsequently may appeal any adverse determination (other than to the United States Supreme Court)Parent or one of its Affiliates, in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied andcase may be, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate prohibit the Stockholders’ Representative from participating in the conduct of any proceedings controlled by the Indemnitee Contest as it relates to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest a specific matter if Parent and the Lessee shall in all events be kept informed, Tax Indemnitee(s) have waived their rights to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee indemnity for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanmatter.

Contests. If In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any claim pending or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a)threatened Claim, such Indemnitee shall, if a claim for indemnification in respect thereof is to be made against the Lessee, give written notice thereof to the Lessee. So long as no Event of Default has occurred and is continuing, the Lessee, at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall as soon as practicablebe subject to the reasonable approval of the Indemnitee, but in no event more than on behalf of the Indemnitee (with full right of subrogation to the Indemnitee’s rights and defenses). The Lessee must indicate its election to assume such defense by written notice to the Indemnitee within thirty (30) days after following receipt of formal written Indemnitee’s notice of the Tax Claim, or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross 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 written notice thereof. If the Lessee denies liability or net incomefails to respond to the notice within the time period set forth above, the aggregate amount Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any of Indemnitee’s rights hereunder. If the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have elected to assume the right to participate in the conduct defense of any proceedings controlled by such Claim, 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 documents pertaining to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events matter to be kept informedindemnified and, to the extent practicableknown by such Indemnitee, a reasonably detailed explanation of material developments relative the circumstances giving rise to the claim of indemnification and the determination of the amount of the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 7.1(a), the Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which such proceedingsindemnity has been paid. The Indemnitee If the Lessee shall have elected to assume the right to participate in the conduct defense of any proceedings controlled by such Claim, upon the Lessee written request at any time and from time to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Lessee, Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. If 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 claim 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 claims is reasonably available to 1. Where the Charterer or are made against any the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee for any Tax which is subject with respect to indemnification as provided in Section 7.2(a)a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice be indemnified hereunder unless such fees or expenses were incurred at the request of the Tax Charterer or proposed Taxsuch insurers; provided, notify however, that if (i) in the Lessee written -------- ------- opinion of counsel to such Indemnitee an 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 charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and ifsuch Indemnitee informs the Charterer that such Indemnitee desires to be represented by separate counsel, 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 Indemnitee 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, in -------- the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax independent counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred appointed by the Indemnitee in contesting any Charterer or its insurers to conduct such Tax (includingproceedings, without limitation, all reasonable attorney’s significantly interfere with such control; and accountants’ fees), upon demand by the Indemnitee. Lessee such participation shall have not constitute a waiver of the right to participate receive the indemnification provided in the conduct of any proceedings controlled by the Indemnitee this Section 13.1. Notwithstanding anything to the extent that such participation by contrary contained herein, (x) the Lessee does Charterer shall not interfere with under any circumstances be liable for the Indemnitee’s control fees and expenses of such contest and the Lessee shall in all events be kept informed, to the extent practicable, more than one counsel for each of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before Owner Participant and the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; Owner Trust (and their respective successors and permitted assigns, agents and servants) and (ii) the settlement or Loan Participants and 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 does not, in any Claim without the reasonable opinion consent of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by applicable Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds consent not to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanunreasonably withheld.

Contests. If In respect of the indemnification provided under Section 11.1(a), promptly after receipt by an Indemnitee of notice of any claim pending or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a)threatened Claim, such Indemnitee shall, if a claim for indemnification in respect thereof is to be made against Lessee give written notice thereof to Lessee; provided that the failure to provide such prompt notice shall not limit Lessee’s obligations or prejudice any rights of such Indemnitee under Section 11.1(a) with respect to such Claim, except to the extent that such failure to provide prompt notice adversely affects Lessee’s indemnification obligations hereunder. So long as soon as practicableno Lease Event of Default is continuing, but in no event more than thirty Lessee at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (30) with full right of subrogation to the Indemnitee’s rights and defenses). Lessee must indicate its election to assume such defense by written notice to the Indemnitee within 30 days after following receipt of formal written Indemnitee’s notice of the Tax Claim, or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross 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 Lessee notice thereof. If Lessee denies liability or net incomefails to respond to the notice within the time period set forth above, the aggregate amount 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 Lessee of the Tax exceeds U.S. $100,000). status of the Claim and no right of Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee to approve or disapprove any actions taken in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand connection therewith by the Indemnitee. If Lessee shall have elected to assume the right to participate in the conduct defense of any proceedings controlled by such Claim, then upon the request of Lessee, the Indemnitee requesting payment of indemnity under Section 11.1(a) shall promptly furnish Lessee with copies of any records or documents pertaining to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events matter to be kept informedindemnified and, to the extent practicableknown by such Indemnitee, a reasonably detailed explanation of material developments relative the circumstances giving rise to the claim of indemnification and the determination of the amount of the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 11.1(a), Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which such proceedingsindemnity has been paid. If Lessee shall have elected to assume the defense of any such Claim, upon the written request at any time and from time to time of Lessee, Indemnitee shall, at the expense of Lessee, take such reasonable actions and execute such documents as are necessary or reasonably appropriate to assist Lessee in the preservation and enforcement against third parties of Lessee’s right of subrogation hereunder. The Indemnitee shall have the right to may employ separate counsel in any such Claim and participate in the conduct defense thereof, but the fees and expenses of any proceedings controlled by such counsel shall be at the Lessee to the extent that such participation by expense of the Indemnitee does not interfere with the Lessee’s control of such contest, and unless the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree have been advised by its counsel that a contested claim conflict of interest exists in Lessee’s counsel’s representations of the Indemnitee and Lessee, in which case the fees and expenses of such Indemnitee’s counsel shall be for which the account of Lessee. All fees and expenses shall be paid periodically as incurred. So long as no Lease Event of Default shall have occurred and be continuing, Lessee would be required to make a reimbursement payment hereunder will shall not be settled liable for any settlement of any such Claim effected without its consent unless Lessee shall fail to, or compromised 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 Lessee’s prior written consent or of Lessee. Lessee shall not, without the Indemnitee waives its right prior written consent (not to indemnification hereunder and repays be unreasonably withheld) of the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise Indemnitee, effect any settlement of any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a Claim unless such settlement or compromise pays the contested Tax to the extent agreed upon or makes includes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion unconditional release of the Indemnitee materially adversely affect from all liabilities that are the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of Claim. The parties agree to cooperate in any interest received by reason of payment defense or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences settlement of any such interest-free loanClaim 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. (a) If any claim or claims is or are made against Taxing Authority asserts a Tax Claim in respect of any Indemnitee for any QNX Entity, then the party hereto first receiving notice of such Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee Claim promptly shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal provide written notice thereof to the other party or parties hereto. Such notice shall specify in reasonable detail the basis for such Tax Claim and shall include a copy of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion relevant portion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice correspondence received from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 Taxing Authority. (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in b) In the case of a Tax Proceeding involving a QNX Entity in respect of any taxable period that ends on gross or net income, before the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee Closing Date Parent shall have the right to control, at its own expense, such Tax Proceeding; provided, however, that with respect to any Tax Proceeding in respect solely of a QNX Entity, which Tax Proceeding would reasonably be expected to have an adverse effect on the Buyers or any of their Affiliates (including the relevant QNX Entity) (i) Parent shall consult with Buyers before taking any significant action in connection with such Tax Proceeding, (ii) the Buyers shall be entitled to participate in such Tax Proceeding at Buyer’s expense (along with counsel and other advisors of their choice) and (iii) Parent shall not settle, compromise or abandon any such Tax Proceeding without obtaining the conduct prior written consent of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does Buyers (which consent shall not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informedunreasonably withheld or delayed), to the extent practicablesuch settlement or compromise would reasonably be expected to result in an adverse effect on the Buyers that is material, provided that if such consent is withheld by Buyers, control of material developments relative such Tax Proceeding shall be assumed by Buyers at their own expense and Parent’s liability for any Taxes (including Parent Taxes) resulting from such Tax Proceeding shall not exceed the amount that would have been due under such settlement or compromise (Parent’s liability for Taxes in excess of the amount that would so have been due, “Excess Taxes”) (and, notwithstanding any other provision, Buyer shall indemnify Parent against any such Excess Taxes, to the extent any such proceedings. The Indemnitee Taxes are due or payable to any Tax Authority by Parent or any of its subsidiaries or Affiliates (other than any QNX Entity)). (c) In the case of a Tax Proceeding for a Straddle Period of a QNX Entity, the Buyers shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that control, at their own expense, such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the LesseeTax Proceeding; provided, however, that (i) the Lessee on Buyers shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (ii) Parent shall be entitled to participate in such Tax Proceeding (along with counsel and other advisors of its choice), (iii) Buyers shall take all actions in connection with such Tax Proceeding that relate to a Pre-Closing Period no differently than any action in connection with such Tax Proceeding that relates to a Post-Closing Period, and in all cases shall treat any such Tax Proceeding as if any and all liability for Taxes resulting therefrom were the responsibility of Buyers and (iv) the Buyers shall not settle, compromise or before abandon any such Tax Proceeding without obtaining the date prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, to the Indemnitee executes a extent that such settlement or compromise pays would result in an indemnification payment by Parent for any Parent Taxes or otherwise reasonably be expected to result in an adverse effect on Parent, provided that if such consent is withheld by Parent and Buyers have complied with all their covenants hereunder in relation to such Tax Proceeding, then, notwithstanding any other provision of this Agreement, Parent’s liability for Taxes pursuant to Section 6.2(a) shall include and Parent shall indemnify the contested Buyers and each of their subsidiaries and Affiliates (including the QNX Entities) and hold them harmless from and against the amount of Taxes resulting from such Tax Proceeding that are in excess of the amount that would have been due under such settlement or compromise. (d) In the case of a Tax Proceeding involving a QNX Entity (other than any Tax Proceeding described in Sections 6.5(b) or 6.5(c)) Buyers shall have the right to control, at their own expense, such Tax Proceeding, Parent shall not have any right to participate in any such Tax Proceeding and Section 6.5(a) shall not apply to such a Tax Claim; provided, however, that if such Tax Proceeding would reasonably be expected to have an adverse effect on Parent or any of its Affiliates, and only at such time when it becomes readily apparent that such Tax Proceedings would be expected to have such an effect (the “Contest Relevant Time”), (i) the Buyer shall consult with Parent before taking any significant action in connection with such Tax Proceeding, (ii) Parent shall be entitled to participate in such Tax Proceeding (along with counsel and other advisors of its choice), and (iii) from and after the Contest Relevant Time, the Buyers shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), to the extent agreed upon that such settlement or makes compromise would result in an indemnification payment by Parent for any Parent Taxes or otherwise reasonably be expected to the Indemnitee result in an amount acceptable to the Indemnitee; and adverse effect on Parent that is material. (iie) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or Notwithstanding any other payment pursuant provision, Parent shall have the exclusive right to the Operative Documentscontrol in all respects, or involve a material risk of saleincluding as to settlement, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject Proceeding relating to indemnification under any Combined Tax Return, the Buyers shall not have any right to participate in any such Tax Proceeding and Section 7.2(a6.5(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations not apply to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanClaim.

Contests. If (a) Whenever a party hereto (the "Indemnitee") becomes aware of the existence of an issue that could increase the liability for any claim Tax, or claims decrease the amount of any refund, of the other party hereto or any member of its Group or require a payment hereunder (an "Indemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (the "Indemnitor") of such Indemnity Issue. The failure of any Indemnitee to give such notice shall not relieve any Indemnitor of its obligations under this Agreement, except to the extent that such Indemnitor or its affiliate is actually materially prejudiced by such failure to give notice. (b) The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or are made against includes an Indemnity Issue in respect of a Pre-Distribution Period and (ii) in all appearances before any Indemnitee for any Tax court, the subject matter of which is subject to indemnification or includes an Indemnity Issue in respect of a Pre-Distribution Period. (c) Except as provided in Section 7.2(a4.2(d), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85Grace-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee Conn. shall have the right to participate decide as between the parties hereto how any Indemnity Issue for a Pre-Distribution Taxable Period is to be dealt with and finally resolved with the appropriate taxing authority and shall control all Proceedings relating thereto. Grace agrees to cooperate with Grace-Conn. in the settlement of any such Indemnity Issue; provided, however, that Grace-Conn. shall act in good faith in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest Proceedings and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct keep Grace reasonably informed of any proceedings controlled by developments which can reasonably be expected to affect adversely Grace. Such cooperation shall include permitting Grace-Conn. to litigate or otherwise resolve any such Indemnity Issue. It is expressly the Lessee intention of the parties to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contestthis Agreement to take, and the Indemnitee parties shall in take, all events be kept informedactions necessary to establish Grace-Conn. as the sole agent for Tax purposes of each member of the Affiliated Group, as if Grace-Conn. were the common parent of the Affiliated Group, with respect to all combined, consolidated and unitary Tax Returns of the extent practicable, Affiliated Group for the Pre-Distribution Taxable Periods. (d) The parties jointly shall represent the interests of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax Affiliated Group in any Proceeding relating to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; any Straddle Period and (ii) any Foreign Packco Subsidiary in any Proceeding relating to any taxable period that involves an Indemnity Issue. Neither party shall settle any dispute relating to any such period without the consent of the other party (which consent shall not be unreasonably withheld); provided, however, that if either party proposes a settlement and the other party does not consent thereto, the nonconsenting party shall assume control of the Proceeding (and bear all subsequently incurred costs, fees and expenses relating thereto) and the respective liabilities of the parties shall be determined pursuant to Section 6.7 based on the magnitude and likelihood of success of the issues involved in the Proceeding, the reasonableness of the settlement offer, the expense of continuing the Proceeding and other relevant factors. Any other disputes regarding the conduct or compromise does notresolution of any such Proceeding shall be resolved pursuant to Section 6.7. All costs, fees and expenses paid to third parties in the reasonable opinion course of such Proceeding shall be borne by the Indemnitee materially adversely affect parties in the right of same ratio as the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment ratio in which, pursuant to the Operative Documentsterms of this Agreement, or involve a material risk of sale, forfeiture or loss the parties would share the responsibility for payment of the affected Leased Property Taxes asserted by the taxing authority in its claim or any interest therein assessment if such claim or any matter described assessment were sustained in its entirety; provided, however, that in the provisos to event that any party hereto retains its own advisors or experts in connection with any Proceeding, the definition of “Permitted Contestcosts and expenses thereof shall be borne solely by such party.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. If any claim or claims is or are shall be made against any Tax Indemnitee for or if any proceeding shall be commenced against any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, 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 Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax or proposed TaxIndemnitee shall then contest, notify at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and ifto 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 there exists 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. 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 satisfactory to the Lessee stating that a reasonable basis exists to contest such Tax which satisfies claim or (ii) in the requirements case of ABA Formal Opinion 85-352 (and if an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the provisos of the definition of “Permitted Contest” continue effect that such appeal is more likely than not to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest provided, however, such Tax, and subsequently may Tax Indemnitee shall in no event be required to appeal any an adverse determination (other than 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 appropriate administrative Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and legal forums; provided, that documents in all other circumstances, upon notice from such Tax Indemnitee's possession as are reasonably requested by the Lessee and are necessary or advisable for the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee action, suit or proceeding to the extent that such participation permitted by the Lessee does not interfere with the Indemnitee’s control this Section 7.4. Unless an Event of such contest Default shall have occurred and the Lessee shall in all events be kept informedcontinuing, to the extent practicable, of material developments relative to such proceedings. The no Tax Indemnitee shall have the right enter into any settlement or other compromise with respect to participate in the conduct of any proceedings controlled by the Lessee Claim which is entitled to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised indemnified under this Section 7.4 without the Lessee’s prior written consent or of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to indemnification hereunder 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 repays the Taxes advanced by the Lessee as shall not be permitted to contest) a non-interest bearing loan by claim with respect to the Lessee to imposition of any Tax if such Indemnitee without interest. Tax Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the waive its right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) 7.4 with respect to such claim only (and any related claim with respect to other taxable years the extent contest of which is precluded as a result of such failure results 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 loss opinion of an effective Tax Indemnitee's counsel creates substantial authority for the success of such contest. If Applicable Law requires the payment of a contested Each Tax as a condition to, or regardless of, its being contested, Indemnitee and the Lessee chooses to contest such Tax or to direct shall consult in good faith with each other regarding the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery conduct of such Tax (including the amount of any interest received contest controlled by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loaneither.

Contests. Lessee Parties shall pay on or before the time or times -------- prescribed by law any Taxes (except any Taxes excluded by the proviso to Section ------- 7.2(a)); provided, however, that no Lessee Party shall be under an obligation to ------ -------- ------- pay any such Tax so long as the payment of such Tax is not delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no -------------- event more than thirty twenty (3020) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of Lessee and (in the Lessee case of any Tax which may reasonably be expected in the aggregate to exceed Fifty Thousand Dollars ($50,000)) tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “"Permitted Contest” continue " continues to be satisfiedsatisfied and so long as no Lease Event of Default exists), the Lessee at its expense may, to the extent permitted by Applicable Law Laws and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successfulRegulations, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court)determination, in the appropriate administrative and legal forums; provided, provided that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s 's expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000)Tax. Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, including all reasonable attorney’s attorneys' and accountants’ ' fees, including the allocated costs of internal counsel), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee such Person does not interfere with the Indemnitee’s 's control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s 's prior written consent or (which consent shall neither be unreasonably delayed nor withheld), unless the Indemnitee waives its right provisos of the definition of "Permitted Contest" would not continue to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interestbe satisfied. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that provided that: (ix) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (iiy) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the such Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property any Site or any interest therein or any matter described in the provisos to the definition of “"Permitted Contest.” " The failure of an Indemnitee to timely contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an -------------- obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law Laws and Regulations where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such -------------- failure results in the loss of an effective contest. If Applicable Law requires Laws and Regulations require the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s 's obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossedgrossed-Up Basis up basis (in accordance with Section 7.4 7.4) for and against any adverse ----------- tax consequences of any such interest-free loan. In the event that the Indemnitee receives a refund (or like adjustment) in respect of any Tax for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall immediately remit the amount of such refund (or like adjustment) to Lessee, net of all costs and expenses incurred by such Indemnitee.

Contests. If (a) Whenever a party hereto (the "Indemnitee") becomes aware of the existence of an issue that could increase the liability for any claim Tax, or claims decrease the amount of any refund, of the other party hereto or any member of its Group or require a payment hereunder (an "Indemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (the "Indemnitor") of such Indemnity Issue. The failure of any Indemnitee to give such notice shall not relieve any Indemnitor of its obligations under this Agreement, except to the extent that such Indemnitor or its affiliate is actually materially prejudiced by such failure to give notice. (b) The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or are made against includes an Indemnity Issue in respect of a Pre- Distribution Period and (ii) in all appearances before any Indemnitee for any Tax court, the subject matter of which is subject to indemnification or includes an Indemnity Issue in respect of a Pre-Distribution Period. (c) Except as provided in Section 7.2(a4.2(d), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85Grace-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee Conn. shall have the right to participate decide as between the parties hereto how any Indemnity Issue for a Pre-Distribution Taxable Period is to be dealt with and finally resolved with the appropriate taxing authority and shall control all Proceedings relating thereto. Grace agrees to cooperate with Grace-Conn. in the settlement of any such Indemnity Issue; provided, however, that Grace-Conn. shall act in good faith in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest Proceedings and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct keep Grace reasonably informed of any proceedings controlled by developments which can reasonably be expected to affect adversely Grace. Such cooperation shall include permitting Grace-Conn. to litigate or otherwise resolve any such Indemnity Issue. It is expressly the Lessee intention of the parties to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contestthis Agreement to take, and the Indemnitee parties shall in take, all events be kept informedactions necessary to establish Grace-Conn. as the sole agent for Tax purposes of each member of the Affiliated Group, as if Grace-Conn. were the common parent of the Affiliated Group, with respect to all combined, consolidated and unitary Tax Returns of the extent practicable, Affiliated Group for the Pre-Distribution Taxable Periods. (d) The parties jointly shall represent the interests of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax Affiliated Group in any Proceeding relating to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; any Straddle Period and (ii) any Foreign Packco Subsidiary in any Proceeding relating to any taxable period that involves an Indemnity Issue. Neither party shall settle any dispute relating to any such period without the consent of the other party (which consent shall not be unreasonably withheld); provided, however, that if either party proposes a settlement and the other party does not consent thereto, the nonconsenting party shall assume control of the Proceeding (and bear all subsequently incurred costs, fees and expenses relating thereto) and the respective liabilities of the parties shall be determined pursuant to Section 6.7 based on the magnitude and likelihood of success of the issues involved in the Proceeding, the reasonableness of the settlement offer, the expense of continuing the Proceeding and other relevant factors. Any other disputes regarding the conduct or compromise does notresolution of any such Proceeding shall be resolved pursuant to Section 6.7. All costs, fees and expenses paid to third parties in the reasonable opinion course of such Proceeding shall be borne by the Indemnitee materially adversely affect parties in the right of same ratio as the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment ratio in which, pursuant to the Operative Documentsterms of this Agreement, or involve a material risk of sale, forfeiture or loss the parties would share the responsibility for payment of the affected Leased Property Taxes asserted by the taxing authority in its claim or any interest therein assessment if such claim or any matter described assessment were sustained in its entirety; provided, however, that in the provisos to event that any party hereto retains its own advisors or experts in connection with any Proceeding, the definition of “Permitted Contestcosts and expenses thereof shall be borne solely by such party.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. Lessee shall pay on or before the time or times prescribed by law any Taxes (except any Taxes excluded by the proviso to Section 11.2(a)); provided, however, that Lessee shall be under no obligation to pay any such Tax so long as the payment of such Tax is not delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee solely for any Tax which is subject to indemnification as provided in Section 7.2(a11.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty twenty (3020) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of Lessee and (in the Lessee case of any Tax which may reasonably be expected to exceed $250,000 in the aggregate) tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “"Permitted Contest” " continue to be satisfiedsatisfied and so long as no Lease Event of Default exists), the Lessee at its expense may, to the extent permitted by Applicable Law Laws and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successfulRegulations, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court)determination, in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s 's expense, shall contest any such Tax (so long as the provisos of the definition of “"Permitted Contest” " continue to be satisfied and, in the case and so long as no Lease Event of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000Default exists). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s attorneys' and accountants’ ' fees, including the allocated costs of internal counsel), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.the

Contests. (1) If a written claim is made against Lessor or if any proceeding is commenced against Lessor (including a written notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, such Lessor shall promptly give Lessee notice in writing of such claim (PROVIDED, HOWEVER, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the 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 claims is or are made against any Indemnitee Tax without the consent of Lessee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after following the receipt of formal written such notice by Lessee; PROVIDED, HOWEVER, that, if Lessor shall be required by Law to take action prior to the end of such 30-day period, Lessor shall, in such notice to Lessee, so inform Lessee, and Lessor shall take no action without the consent of 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 the end of such 30-day period if (i) (A) ▇he 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 Tax or proposed Taxcontest). In addition, notify the Lessor shall (PROVIDED that Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis shall have agreed to contest keep such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (information confidential other than to the United States Supreme Court), extent necessary in order to contest the appropriate administrative and legal forums; provided, that claim in all other circumstances, upon notice writing in a manner reasonable satisfactory to Lessor) furnish Lessee with copies of any requests for information from the Lessee any taxing authority relating to such Indemnitee that there exists a reasonable basis Taxes with respect to contest any which Lessee may be required to indemnify hereunder. If requested by Lessee in writing within thirty (30) days or such Tax which satisfies the requirements shorter period as may be required by Law after its receipt of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee)such notice, the IndemniteeLessor shall, at the Lessee’s expense, shall contest any such Tax expense of Lessee (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay including all reasonable, reasonable out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (includingcosts, without limitation, all and reasonable attorney’s in-house or outside attorney and accountants’ accountants fees), upon demand in good faith contest (or, if permitted by applicable law, allow Lessee to contest), through appropriate administrative and judicial proceedings the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control validity, applicability or amount of such contest Taxes by resisting payment thereof, not paying the same except under protest if protest is necessary and proper or if the Lessee shall in all events be kept informedpayment is made, using reasonable efforts to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that obtain a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee refund thereof in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.appropriate administrative and/or judicial

Contests. If any claim (a) After the Closing, the Purchaser shall promptly notify the Seller in writing of the proposed assessment or claims is or are made against any Indemnitee for the commencement of any Tax which is subject audit or administrative or judicial proceeding or of any demand or claim with respect to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice the Tax of the Tax Company which, if determined adversely to the taxpayer or proposed Taxafter the lapse of time, notify could be grounds for indemnification by the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 Seller under Section 7.01. Such notice shall contain factual information (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than known to the United States Supreme Court)Purchaser, its Affiliates or the Company) describing the asserted Tax liability in the appropriate administrative reasonable detail and legal forums; provided, that shall include copies of any notice or other document received from any Taxing Authority in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest respect of any such asserted Tax which satisfies liability. If the requirements Purchaser fails to give the Seller prompt notice of ABA Formal Opinion 85-352 (an asserted Tax liability as supported required by an opinion this Section 7.03, then the Seller shall not have any obligation to indemnify for any loss arising out of tax counsel such asserted Tax liability, but only to the Lessee reasonably acceptable extent that failure to give such notice results in a detriment to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax Seller. (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in b) In the case of a Tax on gross audit or net incomeadministrative or judicial proceeding (a “Contest”) that relates to Pre-Closing Periods (other than Straddle Periods), the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee Seller shall have the right sole right, at its expense, to participate in control the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the LesseeContest; provided, that (i) the Lessee on or before Seller shall keep the date Purchaser reasonably informed regarding the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; progress and substantive aspects of such Contest and (ii) if the settlement or compromise does notof such Contest would be expected to materially increase the Taxes of the Purchaser or any of its Affiliates (including the Company) in a Post-Closing Period, (a) reasonable comments of the Purchaser or its advisers received by the Seller or its advisers with reasonable advance notice shall be incorporated in the documents to be submitted in relation to the Contest and (b) the Seller shall not settle or compromise any asserted liability without the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed). (c) With respect to Straddle Periods (other than a Contest described in Section 7.03(d)), the Seller may elect to direct and control, through counsel of its own choosing, any Contest involving any asserted Tax liability with respect to which indemnity may be sought from the Seller pursuant to Section 7.01. If the Seller elects to direct a Contest, the Seller shall within ninety (90) days of receipt of the notice of asserted Tax liability notify the Purchaser of its intent to do so, and the Purchaser shall cooperate and shall cause the Company to fully cooperate, at the Seller’s expense, in each phase of such Contest. If the Seller elects not to direct the Contest, the Purchaser or the Company may assume control of such Contest (at the Purchaser’s expense), and the Purchaser shall provide the Seller a timely and reasonably detailed summary of each phase of such Contest. However, in such case, none of the Purchaser or the Company may settle or compromise any asserted liability without prior written consent of the Seller; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Seller may participate, at its own expense, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant Contest. (d) Notwithstanding anything to the Operative Documentscontrary in this Agreement, or involve a material risk of salethe Seller shall have the exclusive right to control in all respects, forfeiture or loss of and neither the affected Leased Property or Purchaser nor any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations Affiliates shall be entitled to such Indemnitee under Section 7.2(a) participate in, any Contest with respect to such claim only to (i) any Tax Return of the extent such failure results in Seller or any of its Subsidiaries (other than the loss of an effective contest. If Applicable Law requires the payment Company) and (ii) any Tax Return of a contested Tax as a condition to, or regardless of, its being contestedSeller Group. (e) The Purchaser and the Seller agree to cooperate, and the Lessee chooses Purchaser agrees to contest such Tax cause the Company to cooperate, in the defense against or to direct the Indemnitee to contest such Tax compromise of any claim in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee any Contest. (f) Notwithstanding anything to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee contrary in this Agreement, this Section 7.03 shall control with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanContest.

Contests. If (a) Nothing in this Agreement shall be construed to prevent UpREIT from contesting, through its Tax Matters Partner in accordance with the Partnership Agreement as part of the unified audit of the UpREIT, any claim or claims is or are made against in respect of any Indemnitee "partnership" item of the UpREIT that, if successful, would result in an Income Inclusion (a "Partnership Level Issue"). (b) If UpREIT contests a Partnership Level Issue that, if successful, would result in an Income Inclusion, UpREIT's liability for any Tax which is subject to indemnification as provided under Section 4 hereof (other than reasonable costs and expenses described in Section 7.2(a)6(f) of the Agreement) shall, such Indemnitee shall as soon as practicableat UpREIT's election, but in no event more than be deferred until thirty (30) days after receipt a Final Determination of formal written notice such ▇▇▇▇▇ Indemnitee's federal income tax liability in respect of an Income Inclusion. (c) If any audit or proceeding involving an indemnifiable adjustment is being conducted in a proceeding involving such ▇▇▇▇▇ Indemnitee, which cannot be transferred to the Tax or proposed TaxUpREIT as a partnership item (a "▇▇▇▇▇ Level Issue"), such ▇▇▇▇▇ Indemnitee hereby agrees (i) promptly to notify the Lessee and if, UpREIT in the reasonable opinion writing of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 adjustment (and if the provisos failure of the definition of “Permitted Contest” continue such ▇▇▇▇▇ Indemnitee to be satisfied), the Lessee at its expense may, so notify UpREIT shall preclude any indemnity hereunder to the extent permitted UpREIT's right to effect its contest rights hereunder has been precluded by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Taxfailure), and subsequently may appeal any adverse determination (other than ii) upon UpREIT's delivery to of a written opinion of nationally recognized tax counsel reasonably acceptable to such ▇▇▇▇▇ Indemnitee ("Tax Counsel") to the United States Supreme Court)effect that there is a Realistic Possibility of Success upon contest of such ▇▇▇▇▇ Level Issue, such ▇▇▇▇▇ Indemnitee will contest that adjustment by filing a protest and administrative appeal and prosecuting the same in the appropriate administrative and legal forumsgood faith; provided, however, that such ▇▇▇▇▇ Indemnitee will not be obligated to pursue an administrative appeal if such ▇▇▇▇▇ Indemnitee instead pursues relief in all other circumstancesTax Court or a court having refund jurisdiction. (d) If , upon notice from within 30 days following the Lessee failure of such administrative proceedings with respect to a ▇▇▇▇▇ Level Issue, UpREIT delivers to a ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that there is a Realistic Possibility of Success if the proposed adjustment is presented to a court for resolution, then such ▇▇▇▇▇ Indemnitee will contest the proposed adjustment in good faith in the Tax Court or by paying the tax (and any applicable interest and penalties) and suing for refund in the Court of Federal Claims or appropriate Federal District Court. If, within 30 days following a final adverse decision of such court with respect to such ▇▇▇▇▇ Level Issue, UpREIT delivers to such ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that there exists it is more likely than not that such decision would be reversed on appeal, then such ▇▇▇▇▇ Indemnitee will appeal such decision to the appropriate Federal Court of Appeals. With respect to any of the above-described proceedings, such ▇▇▇▇▇ Indemnitee will keep UpREIT and its counsel informed as to the progress of such proceedings, give UpREIT and its counsel the opportunity to review and comment in advance on all written submissions and filings relevant to indemnifiable issues (after making appropriate redactions to preserve the confidentiality of the such ▇▇▇▇▇ Indemnitee return as to other issues), and consider in good faith any suggestions made by UpREIT or its counsel. (e) Such ▇▇▇▇▇ Indemnitee shall present any settlement offer provided to such ▇▇▇▇▇ Indemnitee pursuant to a reasonable ▇▇▇▇▇ Level Issue to UpREIT. If UpREIT recommends acceptance of a settlement offer of a ▇▇▇▇▇ Level Issue or if the Tax Matters Partner recommends acceptance of a settlement offer in respect of a Partnership Level Issue, but such ▇▇▇▇▇ Indemnitee declines to accept such offer in writing within 30 days (if such ▇▇▇▇▇ Indemnitee does not respond within 30 days, such lack of response shall be treated as acceptance of UpREIT's or the Tax Matters Partner's recommendation, respectively), (1) the obligation of UpREIT to make indemnity payments as the result of any such contest or proceedings shall not thereafter exceed the obligation that it would have had if such contest had been settled or proceeding terminated on the basis recommended by UpREIT or the Tax Matters Partner, as applicable, and (2) in the case of a ▇▇▇▇▇ Level Issue, UpREIT shall have no further liability for costs or other expenses in respect of such contest. (f) Notwithstanding the foregoing, such ▇▇▇▇▇ Indemnitee will have no obligation to contest any action with respect to a ▇▇▇▇▇ Level Issue (i) unless such Tax which satisfies items could give rise to a federal income tax liability (disregarding other items in the requirements assessment and considering effects in future years) in excess of ABA Formal Opinion 85$10,000, (ii) without UpREIT paying when due, reasonable third-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee)party costs and out-of-pocket expenses including reasonable legal, the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied witness and accounting fees and other expenses and, in the case of a Tax on gross proceedings before the Court of Federal Claims or net incomeFederal District Court, the aggregate amount of tax (and any applicable interest and penalties) for which refund is claimed, and (iii) to the Tax exceeds U.S. $100,000). Lessee shall pay extent such ▇▇▇▇▇ Indemnitee waives in writing UpREIT's obligation to indemnify such ▇▇▇▇▇ Indemnitee for such items, in which case all reasonable, third-party costs and out-of-pocket expenses actually described in clause (ii) thereafter incurred and all taxes would be paid by such ▇▇▇▇▇ Indemnitee. (g) such ▇▇▇▇▇ Indemnitee shall not settle any such ▇▇▇▇▇ Level Issue without UpREIT's consent; provided that such ▇▇▇▇▇ Indemnitee shall not be required to contest any proposed adjustment and may settle any such proposed adjustment if such ▇▇▇▇▇ Indemnitee shall waive its right to indemnity under this Agreement with respect to such adjustment and any Income Inclusion that results from such adjustment and, in the case of proceedings before the Court of Federal Claims or Federal District Court, shall pay to UpREIT the amount of tax (and any applicable interest and penalties) previously paid or advanced by UpREIT with respect to such adjustment or the contest of such adjustment under Section 6(f), plus interest at the rate per annum equal to the weighted average cost of debt capital to the UpREIT, computed from the time such amounts were paid or advanced by UpREIT. (h) Within thirty (30) days after a Final Determination of the liability of such ▇▇▇▇▇ Indemnitee in respect of a ▇▇▇▇▇ Level Issue, UpREIT and each Indemnitee agree to pay each other, as applicable, the net amount of (i) the payment owed by the UpREIT to such ▇▇▇▇▇ Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by indemnification hereunder, not theretofore paid resulting from the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control outcome of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.and

Contests. Lessee shall pay on or before the time or times prescribed by law any Taxes that Lessee is liable for hereunder. If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) 30 days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee. If requested by Lessee in writing within 30 days of Lessee's receipt of such notice from the Indemnitee, such Indemnitee shall contest (including all judicial appeals other than to the United States Supreme Court), at the expense of Lessee, in the name of such Indemnitee (or such Indemnitee, in its sole discretion, may require Lessee, if permitted by Applicable Laws and ifRegulations, to contest in the name of Lessee or such Indemnitee) the validity, applicability or amount of such Tax; provided that such contest shall be required only if (i) in the reasonable opinion of the Lessee and its tax counsel reasonably acceptable to such Indemnitee, there exists a reasonable basis to contest such Tax which satisfies basis, within the requirements meaning of ABA Formal Opinion No. 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may352, to the extent permitted by Applicable Law contest such Tax, (ii) no Lease Event of Default has occurred and provided that it is continuing, (iii) Lessee has acknowledged in writing its liability for the Tax at issue if to the extent the contest is not successful, (iv) the contest such Taxwill not result in a risk of criminal liability of an Indemnitee or a material risk of sale, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos loss or forfeiture of the definition of “Permitted Contest” continue to be satisfied andAircraft or any part thereof or interest therein, in (v) the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). 25,000, and (vi) Lessee shall pay pays all reasonable, out-of-pocket reasonable expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s attorneys' and accountants’ ' fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee such Person does not interfere with the Indemnitee’s 's control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee such Person does not interfere with the Lessee’s 's control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s 's good faith prior written consent or unless the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest(as provided below) with interest at the Overdue Rate from the date of payment until receipt thereof by Lessee. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (ix) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (iiy) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially Indemnitee, adversely affect the right of the Lessor Certificate Trustee or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property any Aircraft or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” therein. The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law Laws and Regulations where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires Laws and Regulations require the payment of a contested Tax as a condition to, or regardless of, its being contestedcontested (or if the Indemnitee controls such contest and decides to pursue such contest by paying the Tax and seeking a refund thereof), and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s 's obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossedan After-Up Tax Basis in accordance with Section 7.4 7.7 for and against any adverse consequences of any such interest-free loan. In the event that the Indemnitee receives a refund (or like adjustment) in respect of any Tax for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall promptly remit the amount of such refund (or like adjustment), plus any interest received thereon, to Lessee, net of all reasonable costs and expenses incurred by such Indemnitee in connection therewith; provided, however, that the Indemnitee shall not be required to remit any amount pursuant to this sentence in excess of the amounts previously paid by Lessee to, or on behalf of, such Indemnitee with respect to such Tax pursuant to this Section 7, plus any interest received thereon; provided, further, that Indemnitee shall not be required to remit any amount pursuant to this sentence for so long as a Lease Event of Default has occurred and is continuing.

Contests. If any (a) Except as provided in Section 9.4, if a written claim or claims is or are shall be made against and received by any Indemnitee for any Tax for which Lessee is subject obligated to indemnification as provided in indemnify pursuant to this Section 7.2(a)9.3, such Indemnitee shall as soon as practicable, but notify Lessee in no event more than thirty (30) writing of such claim within 30 days after its receipt, and shall provide Lessee such information regarding such claim as Lessee may reasonably request; provided, however, that the failure to provide such notice within such 30 days shall not release Lessee from any of its obligations to indemnify under Section 9 unless, and only to the extent that, such failure has a material adverse effect on the conduct of such contest. To the extent permitted under applicable Law, such Indemnitee will not make any payments with respect to such claim for at least 30 days after giving notice of such claim to Lessee. (b) If requested by Lessee in writing within 30 days after its receipt of formal written notice such notice, such Indemnitee shall, at the expense of the Tax or proposed Tax, notify the Lessee and ifsubject to subsection (c) below, contest the validity, applicability or amount of such Taxes by, in the case of an "Indemnitee-Controlled Contest" (which shall mean any contest other than a Lessee-Controlled Contest (as defined below)), in such Indemnitee's sole discretion or, in the case of a "Lessee-Controlled Contest" (which shall mean any contest which such Indemnitee agrees in its sole discretion to allow Lessee to control or involving only Taxes with respect to which participation by neither the Indemnitee nor any Affiliate of the Indemnitee is required (it being understood that any contest involving Taxes in the nature of Income Taxes or any contest conducted in the name of such Indemnitee is a contest requiring the participation of such Indemnitee) and no tax return of the Indemnitee or any of its Affiliates is held open with respect to which any Indemnitee may reasonably be viewed as having an actual or potential material liability for Taxes not indemnified against by Lessee), in Lessee's sole discretion, resisting payment thereof if practicable, not paying such Tax except under protest, if protest is necessary and proper, if payment of such Tax is made, using reasonable efforts to obtain a refund thereof, in appropriate administrative and judicial proceedings, and in the case of an Indemnitee-Controlled Contest, considering in good faith any other reasonable action as Lessee and Lessee's counsel may reasonably request. Each -------- * Confidential Indemnitee shall consult in good faith with Lessee and Lessee's counsel concerning the forum in which the contest is most likely to be favorably resolved and whether such contest shall be by (x) resisting payment of such Tax, (y) paying such Tax under protest or (z) paying such Tax and seeking a refund or other repayment thereof. In the case of an Indemnitee-Controlled Contest, such Indemnitee shall (i) keep Lessee reasonably informed regarding the progress of such contest, and (ii) consult with Lessee in good faith regarding the manner of contesting such claim, provided, however, that the Indemnitee shall have ultimate control over such contest and its decisions with respect to such contest shall be conclusive and binding. If requested to do so by Lessee, the Indemnitee shall appeal any adverse administrative or judicial decision, [*] (c) In no event shall an Indemnitee be required, or Lessee be permitted, to contest the imposition of any Tax for which Lessee is obligated pursuant to this Section 9.3 or Section 9.4 hereof unless (i) Lessee shall have agreed to pay and shall promptly on request pay on an After-tax Basis all reasonable out of pocket costs and expenses that such Indemnitee incurs in contesting such claim or arising out of or relating to such contest and which are reasonably allocable to such claim (including legal fees and disbursements, including those on appeal, if any); (ii) (unless Lessee has provided to the relevant Indemnitee a bond or other security in form and substance acceptable to such Indemnitee in its sole discretion) such contest is not reasonably likely to result in a material danger of the sale, seizure, forfeiture or loss of the Aircraft, or the creation of any Lien thereon other than Liens for Taxes either not yet due or being contested in good faith by appropriate proceedings and for which such reserves, if any, as are required to be provided under GAAP have been provided by Lessee; (iii) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee shall have advanced sufficient funds, on an interest-free basis, to make the payment required, and shall have agreed to indemnify the Indemnitee against any additional net after-Tax cost to such Indemnitee of such advance; (iv) if requested by the Indemnitee in writing, such Indemnitee shall have received an opinion of independent Tax counsel selected by Lessee and reasonably acceptable to such Indemnitee and furnished at Lessee's sole expense to the Lessee there exists effect that a reasonable basis to contest such Tax "Realistic Possibility of Success" (which satisfies shall mean the requirements standard upon which an attorney may properly advise the taking of a position on a tax return as set forth in ABA Formal Opinion 85-352 352) exists for contesting such claim (and if or, in the provisos case of an appeal of an adverse judicial determination, a written opinion from such independent Tax counsel to the definition effect there is a Realistic Possibility of “Permitted Contest” continue Success such adverse judicial determination will be reversed or substantially modified); (v) Lessee shall have delivered to be satisfied), the Lessee at its expense may, such Indemnitee a written acknowledgment of Lessee's obligation to indemnify such Indemnitee to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, provided, however, that Lessee will not be bound by its acknowledgment of liability if the contest is resolved on a clear and unambiguous basis showing no such liability under this Section 9.3 or Section 9.4 hereof with respect to such Tax; (vi) if a Lease Event of Default shall have occurred and be continuing, and subsequently may appeal any adverse determination (other than Lessee shall have provided security for its obligation hereunder satisfactory to the United States Supreme Court), Indemnitee by placing in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee escrow sufficient funds to such Indemnitee that there exists a reasonable basis to contest cover any such contested Tax which satisfies and the requirements reasonably expected expenses of ABA Formal Opinion 85such contest on an After-352 tax Basis, or otherwise providing satisfactory (as supported by an opinion determined in such Indemnitee's sole discretion) provisions for payment of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax amounts; (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, vii) the aggregate amount of all indemnity payments that Lessee may be required to make to such Indemnitee with respect to such claim (or similar or related claims) is at least $10,000 [*] and (viii) the claim is not for a Tax exceeds U.S. $100,000the imposition of which has been previously contested by Lessee hereunder, and such previous contest (including all allowable appeals) was decided adversely to Lessee, unless Lessee has delivered an opinion of independent Tax counsel selected by Lessee and reasonably -------- * Confidential acceptable to the Indemnitee to the effect that, on the basis of (x) a change in applicable Law, or (y) a difference in the underlying facts, there is currently a Realistic Possibility of Success for contesting such claim. (d) With respect to any Indemnitee [*], if such Indemnitee shall obtain a refund of all or any part of any Tax paid, advanced or indemnified by Lessee (or of an amount which otherwise would have been a refund was used to offset another liability of such Indemnitee not indemnified by Lessee hereunder (an "Applied Amount"). Lessee ), such Indemnitee shall pay all reasonableLessee, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. but not before Lessee shall have made all payments theretofore due to such Indemnitee pursuant to this Section 9.3 and any other payments theretofore due to such Indemnitee under any of the right Operative Agreements, an amount equal to participate in the conduct amount of such refund (or such Applied Amount), including interest received or credited and attributable thereto plus, if Lessee has paid an amount pursuant to the first sentence of Section 9.3.3(a), any net Tax benefit (or minus any net Tax detriment) realized by such Indemnitee as a result of any proceedings controlled refund (or Applied Amount) received, and payment made, by such Indemnitee pursuant to this sentence, provided that the Indemnitee shall not be obligated to pay any amount under the preceding sentence to the extent that such participation amount (other than that portion attributable to interest) would exceed the amount of Taxes paid, reimbursed or advanced by Lessee to such Indemnitee plus any other payment in respect of such Taxes paid, reimbursed or advanced, provided, further, that any amount not paid to Lessee pursuant to the foregoing limitation shall be carried forward to reduce pro tanto any future payments that Lessee may be required to make to such Indemnitee pursuant to this Section 9.3. If any Indemnitee shall have paid Lessee any refund (or Applied Amount) of all or part of any Tax paid by Lessee and it is subsequently determined pursuant to a contest conducted in accordance with Section 9.3.4 that such Indemnitee was not entitled to the refund, such determination shall be treated as the imposition of a Tax for which Lessee is obligated to indemnify such Indemnitee pursuant to the provisions of this Section 9.3 subject to the exclusions set forth in Section 9.3.2. With respect to an Indemnitee [*], if an Indemnitee receives an award of attorneys fees in a contest for which the Lessee has paid an allocable portion of the contest expenses, such Indemnitee shall pay to the Lessee the same proportion of the amount of such award as the amount of such Indemnitee's attorneys fees paid or reimbursed by the Lessee does not interfere with bears to the Indemnitee’s control total amount of attorneys fees actually incurred by such contest and Indemnitee in conducting such contest, up to the amount of attorneys fees paid or borne by the Lessee shall in all events be kept informedconnection with such contest. With respect to an Indemnitee [*], to the extent practicable, of material developments relative to such proceedings. The an Indemnitee shall have the right to participate settle or compromise a contest that it is otherwise required to pursue pursuant to this Section 9.3.4 if the applicable Indemnitee has provided Lessee a reasonable opportunity to review a copy of that portion of the settlement or compromise proposal which relates to the Tax for which the applicable Indemnitee is seeking indemnification hereunder; provided that, if (i) the applicable Indemnitee fails to provide the Lessee such a reasonable opportunity to review such portion of such proposal or (ii) after such reasonable opportunity to review such proposal the Lessee in writing reasonably withholds its consent to all or part of such settlement or compromise proposal, the conduct Lessee shall not be obligated to indemnify such Indemnitee hereunder to the extent of the amount attributable to the Tax to which such settlement or compromise relates as to which the Lessee has reasonably withheld its consent and with respect to any other Tax for which a successful contest is foreclosed because of such settlement or compromise as to which the Lessee has withheld its consent. If the applicable Indemnitee effects a settlement or compromise of such contest, notwithstanding that the Lessee has reasonably withheld its consent thereto, such Indemnitee shall repay to the Lessee such amounts theretofore advanced by the -------- * Confidential Lessee pursuant to this Section 9.3.4 and the amount of any proceedings controlled Tax subject to such contest paid or reimbursed by Lessee, to the extent the Lessee has reasonably withheld its consent to the settlement or compromise thereof (together with interest at the rate applicable to refunds of such Tax on any such amount paid by the Lessee from the date paid by the Lessee to the date repaid by such Indemnitee). (e) [*] if [*] Lender shall obtain a refund of all or any part of any Tax paid, advanced or indemnified by Lessee (or if an amount which otherwise would have been a refund was used to offset another liability of the Lender not indemnified by Lessee hereunder (an "Applied Amount")), such Lender shall pay Lessee, but not before Lessee shall have made all payments theretofore due to the Lender pursuant to this Section 9.3 and any other payments theretofore due the Lender under any of the Operative Agreements, an amount equal to the amount of such refund (or such Applied Amount), including interest received or credited and attributable thereto plus, if Lessee has paid an amount pursuant to the first sentence of Section 9.3.3(a), any net Tax benefit (or minus any net Tax detriment) realized by such Lender as a result of any refund (or Applied Amount) received, and payment made, by such Lender pursuant to this sentence, provided that such Lender shall not be obligated to pay any amount under the preceding sentence [*] and (ii) to the extent that such participation amount (other than that portion attributable to interest) would exceed the amount of Taxes paid, reimbursed or advanced by the Indemnitee does not interfere with the Lessee’s control Lessee to such Lender plus any other payment in respect of such contestTaxes paid, reimbursed or advanced. If such Lender shall have paid Lessee any refund (or Applied Amount) of all or part of any Tax paid by Lessee and it is subsequently determined pursuant to a contest conducted in accordance with Section 9.3.4 that the Indemnitee shall in all events be kept informed, Lender was not entitled to the extent practicablerefund, such determination shall be treated as the imposition of material developments relative a Tax for which Lessee is obligated to indemnify the Lender pursuant to the provisions of this Section 9.3. If such proceedings. The Indemnitees agree that Lender receives an award of attorneys fees in a contested claim contest for which the Lessee has paid an allocable portion of the contest expenses, the Lender shall pay [*] to the Lessee the same proportion of the amount of such award as the amount of the Lender's attorneys fees paid or reimbursed by the Lessee bears to the total amount of attorneys fees actually incurred by the Lender in conducting such contest, up to the amount of attorneys fees paid or borne by the Lessee in connection with such contest. (f) Nothing contained in this Section 9.3.4 shall require any Indemnitee to contest, or permit Lessee to contest in the name of such Indemnitee, a claim which such Indemnitee would otherwise be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right contest pursuant to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to this Section 9.3.4 if such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise waive payment by Lessee of any such contested claim in accordance with written instructions received from the Lessee; provided, amount that (i) the might otherwise be payable by Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) 9.3 in the manner required by Applicable Law where the Lessee has timely requested connection with such claim (with regard to the time and any other claim for which a successful contest would be foreclosed because of the initial notification by Indemniteeabsence of, or the failure to pursue, such contest) that such Indemnitee contest such claim shall relieve the and promptly [*] pay Lessee of its obligations an amount equal to such Indemnitee under Section 7.2(a) all funds advanced with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. Lessee shall pay at the time and in the manner set out in Section 7.2(c) any Taxes subject to indemnification pursuant to Section 7.2(a); provided, however, that Lessee shall be under no obligation to pay any such Tax so long as the payment of such Tax is not delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee solely for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) 20 days after receipt of formal written notice of the Tax or proposed Taxnotice, notify the Lessee and if, in the reasonable opinion of tax counsel to the Lessee Indemnitee in the case of any Tax that may reasonably be expected to exceed $5,000,000 in the aggregate, there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “"Permitted Contest” " continue to be satisfiedsatisfied and so long as no Event of Default exists), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successfulLaw, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, provided that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s 's expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000)Tax. The Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, including all reasonable attorney’s attorneys' and accountants’ ' fees), upon written demand by the Indemnitee. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee and the Indemnitee shall in all events be kept informed of material developments relative to such proceedings. The Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee such Person does not interfere with the Indemnitee’s 's control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s 's prior written consent or (which consent shall neither be unreasonably delayed nor withheld), unless the Indemnitee waives its right provisos of the definition of a "Permitted Contest" would not continue to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interestbe satisfied. Each Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” . The failure of an Indemnitee to timely contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, to its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this SectionTax, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed as a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset reduce the Lessee’s obligation obligations to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossedgrossed-Up Basis up basis (in accordance with Section 7.4 7.5) for and against any adverse tax consequences of any such interest-free loan. In the event that the Indemnitee receives a refund (or other like adjustment) in respect of any Tax for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall immediately remit the amount of such refund to Lessee, net of all costs and expenses incurred by such Indemnitee, together with any interest actually received thereon.

Contests. (a) Control. If any claim or claims is or are made against any Indemnitee for requested by a Tax Exempt New Common Facilities Owner in writing, within 30 days of receipt of the notice described in Section 3.1 hereof, the Tax Indemnitee, if permitted by applicable Law either (i) in the case of any Tax which that may be procedurally segregated and contested independently from any Tax that is not subject to indemnification as provided by such Tax Exempt New Common Facilities Owner, unless an adverse determination of such contest would, in Section 7.2(a)such Tax Indemnitee’s good faith judgment, have an adverse effect on such Indemnitee Tax Indemnitee’s tax liability arising out of transactions unrelated to this transaction, shall as soon as practicablepermit such Tax Exempt New Common Facilities Owner to contest (such contest to be conducted in the name of such Tax Exempt New Common Facilities Owner, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Taxif permitted by Law, notify the Lessee and ifor, otherwise, in the reasonable opinion name of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and Indemnitee, provided, that, if the provisos of the definition of “Permitted Contest” such Tax Indemnitee determines at any time, in its sole discretion, that permitting such Tax Exempt New Common Facilities Owner to conduct or continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the conduct such contest is not successful, contest such Tax, and subsequently may appeal any reasonably likely to have adverse determination (business or other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee consequences to such Indemnitee that there exists a reasonable basis to contest any Tax Indemnitee, such Tax which satisfies Indemnitee shall have the requirements of ABA Formal Opinion 85-352 right to control (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any or reassert control over) such Tax contest) or (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, ii) in the case of a Tax on gross which cannot be procedurally segregated and contested independently from Taxes not subject to indemnification by such Tax Exempt New Common Facilities Owner, shall itself, contest at the expense of such Tax Exempt New Common Facilities Owner (or net incomeshall request such Tax Exempt New Common Facilities Owner to contest) in good faith (including, without limitation, by pursuit of judicial appeals and administrative procedures), the aggregate validity, applicability or amount of such Taxes by (A) resisting payment thereof, (B) not paying the same except under protest if protest shall be necessary and proper or (C) if payment shall be made, seeking a refund thereof in appropriate administrative and/or judicial proceedings; provided, however, that in no event shall such contest be required or permitted or continued unless: (1) the amount at issue (taking into account all similar and logically related issues) exceeds $50,000; (2) prior to taking such action, such Tax exceeds U.S. $100,000). Lessee Exempt New Common Facilities Owner shall have agreed in writing to pay such Tax Indemnitee, and shall pay on demand, all reasonable, out-of-pocket reasonable costs and expenses actually incurred by the Indemnitee in contesting any that such Tax Indemnitee shall incur in connection with contesting such claim (including, without limitation, all reasonable attorney’s legal, investigatory and accountants’ feesaccounting fees and disbursements), upon demand by the Indemnitee. Lessee shall have the right to participate ; (3) in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control good faith judgment of such contest and Tax Indemnitee, the Lessee shall in all events action to be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder taken will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise result in any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk danger of sale, forfeiture or loss of its Composite Component Ownership Interest, the affected Leased Property New Common Facilities or any part or interest therein or the creation of any matter described in Lien (except for Permitted Encumbrances) on the provisos to Composite Component Ownership Interest, the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for New Common Facilities or any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested part or interest therein; (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a4) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds action to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to taken, there is no risk of criminal liability or criminal penalties or fines that may be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee imposed with respect to such recovered TaxTax Indemnitee; (5) if such contest is to be initiated by the payment of, payable and the claiming of a refund for, such Taxes, such Tax Exempt New Common Facilities Owner shall advance the amount thereof plus interest, penalties and additions to Tax with respect thereto to such Tax Indemnitee on a an interest-free basis with no additional net after-tax basis cost to such Tax Indemnitee to make such payment and shall indemnify such Tax Indemnitee in form and substance satisfactory to such Tax Indemnitee against any adverse tax consequences arising from such advance; (6) independent tax counsel selected by such Tax Exempt New Common Facilities Owner and reasonably acceptable to such Tax Indemnitee shall have furnished such Tax Indemnitee (unless waived in writing by such Tax Indemnitee) with an opinion prepared at such Tax Exempt New Common Facilities Owner’s expense, to the Indemniteeeffect that there is a reasonable basis under Code Section 6662 and the Treasury Regulations thereunder to contest such claim); (7) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s Tax Exempt New Common Facilities Owner shall have acknowledged in writing its obligation to indemnify such Tax Indemnitee in respect of such contested Tax in the Indemnitee event such contest is unsuccessful; provided, that such Tax Exempt New Common Facilities Owner shall not be bound by such acknowledgment if and to the extent that there is a final resolution of the contest from which it can be established that such Tax Exempt New Common Facilities Owner would not be liable for such Tax. Lessee Tax in the absence of such acknowledgment; and (8) in no event shall indemnify a Tax Indemnitee be required, or a Tax Exempt New Common Facilities Owner be permitted, to appeal an adverse judicial determination to the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanUnited States Supreme Court.

Contests. If (a) Nothing in this Agreement shall be construed to prevent UpREIT from contesting, through its Tax Matters Partner in accordance with the Partnership Agreement as part of the unified audit of the UpREIT, any claim or claims is or are made against in respect of any Indemnitee "partnership" item of the UpREIT that, if successful, would result in an Income Inclusion (a "Partnership Level Issue"). (b) If UpREIT contests a Partnership Level Issue that, if successful, would result in an Income Inclusion, UpREIT's liability for any Tax which is subject to indemnification as provided under Section 4 hereof (other than reasonable costs and expenses described in Section 7.2(a)6(f) of the Agreement) shall, such Indemnitee shall as soon as practicableat UpREIT's election, but in no event more than be deferred until thirty (30) days after receipt a Final Determination of formal written notice such ▇▇▇▇▇ Indemnitee's federal income tax liability in respect of an Income Inclusion. (c) If any audit or proceeding involving an indemnifiable adjustment is being conducted in a proceeding involving such ▇▇▇▇▇ Indemnitee, which cannot be transferred to the Tax or proposed TaxUpREIT as a partnership item (a "▇▇▇▇▇ Level Issue"), such ▇▇▇▇▇ Indemnitee hereby agrees (i) promptly to notify the Lessee and if, UpREIT in the reasonable opinion writing of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 adjustment (and if the provisos failure of the definition of “Permitted Contest” continue such ▇▇▇▇▇ Indemnitee to be satisfied), the Lessee at its expense may, so notify UpREIT shall preclude any indemnity hereunder to the extent permitted UpREIT's right to effect its contest rights hereunder has been precluded by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Taxfailure), and subsequently may appeal any adverse determination (other than ii) upon UpREIT's delivery to of a written opinion of nationally recognized tax counsel reasonably acceptable to such ▇▇▇▇▇ Indemnitee ("Tax Counsel") to the United States Supreme Court)effect that there is a Realistic Possibility of Success upon contest of such ▇▇▇▇▇ Level Issue, such ▇▇▇▇▇ Indemnitee will contest that adjustment by filing a protest and administrative appeal and prosecuting the same in the appropriate administrative and legal forumsgood faith; provided, however, that such ▇▇▇▇▇ Indemnitee will not be obligated to pursue an administrative appeal if such ▇▇▇▇▇ Indemnitee instead pursues relief in all other circumstancesTax Court or a court having refund jurisdiction. (d) If, upon notice from within 30 days following the Lessee failure of such administrative proceedings with respect to a ▇▇▇▇▇ Level Issue, UpREIT delivers to a ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that there is a Realistic Possibility of Success if the proposed adjustment is presented to a court for resolution, then such ▇▇▇▇▇ Indemnitee will contest the proposed adjustment in good faith in the Tax Court or by paying the tax (and any applicable interest and penalties) and suing for refund in the Court of Federal Claims or appropriate Federal District Court. If, within 30 days following a final adverse decision of such court with respect to such ▇▇▇▇▇ Level Issue, UpREIT delivers to such ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that there exists it is more likely than not that such decision would be reversed on appeal, then such ▇▇▇▇▇ Indemnitee will appeal such decision to the appropriate Federal Court of Appeals. With respect to any of the above-described proceedings, such ▇▇▇▇▇ Indemnitee will keep UpREIT and its counsel informed as to the progress of such proceedings, give UpREIT and its counsel the opportunity to review and comment in advance on all written submissions and filings relevant to indemnifiable issues (after making appropriate redactions to preserve the confidentiality of the such ▇▇▇▇▇ Indemnitee return as to other issues), and consider in good faith any suggestions made by UpREIT or its counsel. (e) Such ▇▇▇▇▇ Indemnitee shall present any settlement offer provided to such ▇▇▇▇▇ Indemnitee pursuant to a reasonable ▇▇▇▇▇ Level Issue to UpREIT. If UpREIT recommends acceptance of a settlement offer of a ▇▇▇▇▇ Level Issue or if the Tax Matters Partner recommends acceptance of a settlement offer in respect of a Partnership Level Issue, but such ▇▇▇▇▇ Indemnitee declines to accept such offer in writing within 30 days (if such ▇▇▇▇▇ Indemnitee does not respond within 30 days, such lack of response shall be treated as acceptance of UpREIT's or the Tax Matters Partner's recommendation, respectively), (1) the obligation of UpREIT to make indemnity payments as the result of any such contest or proceedings shall not thereafter exceed the obligation that it would have had if such contest had been settled or proceeding terminated on the basis recommended by UpREIT or the Tax Matters Partner, as applicable, and (2) in the case of a ▇▇▇▇▇ Level Issue, UpREIT shall have no further liability for costs or other expenses in respect of such contest. (f) Notwithstanding the foregoing, such ▇▇▇▇▇ Indemnitee will have no obligation to contest any action with respect to a ▇▇▇▇▇ Level Issue (i) unless such Tax which satisfies items could give rise to a federal income tax liability (disregarding other items in the requirements assessment and considering effects in future years) in excess of ABA Formal Opinion 85$__________ , (ii) without UpREIT paying when due, reasonable third-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee)party costs and out-of-pocket expenses including reasonable legal, the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied witness and accounting fees and other expenses and, in the case of a Tax on gross proceedings before the Court of Federal Claims or net incomeFederal District Court, the aggregate amount of tax (and any applicable interest and penalties) for which refund is claimed, and (iii) to the Tax exceeds U.S. $100,000). Lessee shall pay extent such ▇▇▇▇▇ Indemnitee waives in writing UpREIT's obligation to indemnify such ▇▇▇▇▇ Indemnitee for such items, in which case all reasonable, third-party costs and out-of-pocket expenses actually described in clause (ii) thereafter incurred and all taxes would be paid by such ▇▇▇▇▇ Indemnitee. (g) such ▇▇▇▇▇ Indemnitee shall not settle any such ▇▇▇▇▇ Level Issue without UpREIT's consent; provided that such ▇▇▇▇▇ Indemnitee shall not be required to contest any proposed adjustment and may settle any such proposed adjustment if such ▇▇▇▇▇ Indemnitee shall waive its right to indemnity under this Agreement with respect to such adjustment and any Income Inclusion that results from such adjustment and, in the case of proceedings before the Court of Federal Claims or Federal District Court, shall pay to UpREIT the amount of tax (and any applicable interest and penalties) previously paid or advanced by UpREIT with respect to such adjustment or the contest of such adjustment under Section 6(f), plus interest at ___% computed from the time such amounts were paid or advanced by UpREIT. (h) Within thirty (30) days after a Final Determination of the liability of such ▇▇▇▇▇ Indemnitee in respect of a ▇▇▇▇▇ Level Issue, UpREIT and each Indemnitee agree to pay each other, as applicable, the net amount of (i) the payment owed by the UpREIT to such ▇▇▇▇▇ Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by indemnification hereunder, not theretofore paid resulting from the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control outcome of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion case of proceedings before the Court of Federal Claims or Federal District Court, the repayment owed by such ▇▇▇▇▇ Indemnitee to UpREIT of the Indemnitee materially adversely affect the right amount of the Lessor tax (and any applicable interest and penalties) previously paid or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required advanced by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) UpREIT with respect to such claim only to adjustment or the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of adjustment under Section 6(f), together with any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect credited to such recovered Tax, payable on a net after-tax basis ▇▇▇▇▇ Indemnitee that is attributable to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanadvance.

Contests. If (a) Whenever a party hereto (the "Indemnitee") becomes aware of the existence of an issue that could increase the liability for any claim Tax, or claims decrease the amount of any refund, of the other party hereto or any member of its Group or require a payment hereunder (an "Indemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (the "Indemnitor") of such Indemnity Issue. The failure of any Indemnitee to give such notice shall not relieve any Indemnitor of its obligations under this Agreement, except to the extent that such Indemnitor or its affiliate is actually materially prejudiced by such failure to give notice. (b) The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or are made against includes an Indemnity Issue in respect of a Pre-Distribution Period and (ii) in all appearances before any Indemnitee for any Tax court, the subject matter of which is subject to indemnification or includes an Indemnity Issue in respect of a Pre-Distribution Period. (c) Except as provided in Section 7.2(a4.2(d), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85Grace-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee Conn. shall have the right to participate decide as between the parties hereto how any Indemnity Issue for a Pre-Distribution Taxable Period is to be dealt with and finally resolved with the appropriate taxing authority and shall control all Proceedings relating thereto. Grace agrees to cooperate with Grace-Conn. in the settlement of any such Indemnity Issue; provided, however, that Grace-Conn. shall act in good faith in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest Proceedings and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct keep Grace reasonably informed of any proceedings controlled by developments which can reasonably be expected to affect adversely Grace. Such cooperation shall include permitting Grace-Conn. to litigate or otherwise resolve any such Indemnity Issue. It is expressly the Lessee intention of the parties to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contestthis Agreement to take, and the Indemnitee parties shall in take, all events be kept informedactions necessary to establish Grace-Conn. as the sole agent for Tax purposes of each member of the Affiliated Group, as if Grace-Conn. were the common parent of the Affiliated Group, with respect to all combined, consolidated and unitary Tax Returns of the extent practicable, Affiliated Group for the Pre-Distribution Taxable Periods. (d) The parties jointly shall represent the interests of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax Affiliated Group in any Proceeding relating to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; any Straddle Period and (ii) the settlement or compromise does not, any Foreign Packco Subsidiary in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee any Proceeding relating to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or taxable period that involves an Indemnity Issue. Neither party shall settle any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.dispute relating

Contests. Lessee shall pay at the time and in the manner set out in SECTION 7.2(c) any Taxes subject to indemnification pursuant to SECTION 7.2 (a); PROVIDED, HOWEVER, that Lessee shall be under no obligation to pay any such Tax so long as the payment of such Tax is not delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee solely for any Tax which is subject to indemnification as provided in Section SECTION 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) 20 days after receipt of formal written notice of the Tax or proposed Taxnotice, notify the Lessee and if, in the reasonable opinion of tax counsel to the Lessee Indemnitee in the case of any Tax that may reasonably be expected to exceed $5,000,000 in the aggregate, there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos PROVISOS of the definition of “"Permitted Contest” " continue to be satisfiedsatisfied and so long as no Event of Default exists), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successfulLaw, contest such Tax; PROVIDED that in, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s 's expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000)Tax. The Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, including all reasonable attorney’s attorneys' and accountants’ ' fees), upon written demand by the Indemnitee. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee and the Indemnitee shall in all events be kept informed of material developments relative to such proceedings. The Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee such Person does not interfere with the Indemnitee’s 's control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s 's prior written consent or (which consent shall neither be unreasonably delayed nor withheld), unless the Indemnitee waives its right PROVISOS of the definition of "Permitted Contest" would not continue to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interestbe satisfied. Each Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” . The failure of an Indemnitee to timely contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section SECTION 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section SECTION 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, to its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this SectionTax, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed as a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset reduce the Lessee’s obligation obligations to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossedgrossed-Up Basis up basis (in accordance with Section 7.4 SECTION 7.5) for and against any adverse tax consequences of any such interest-free loan.. In the event that the Indemnitee receives a refund (or other like adjustment) in respect of any Tax for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall immediately remit the amount of such refund to Lessee, net of all costs and expenses incurred by such Indemnitee, together with any interest actually received thereon. 39 Participation Agreement

Contests. If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law Laws and Regulations and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000); provided, further, that no contest by the Indemnitee shall be required, and no contest by the Lessee shall be permitted, so long as an Event of Default shall be continuing, unless the Lessee shall have posted a bond or other security that is reasonably satisfactory to the Participants in respect of (A) Taxes reasonably expected to arise in connection with such contest that are indemnifiable pursuant to Section 7.2(a)(i) (including any amount necessary to make payment of such Taxes on a Grossed-up Basis) and (B) the Lessee’s obligations pursuant to this Section 7.2(b) in connection with such contest. The Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ feesfees and expenses), upon demand by the Indemnitee. The Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to (x) notify the Lessee of the existence of any claim against such Indemnitee of any Tax as required by the first sentence of this Section 7.2(b) or (y) contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law Laws and Regulations where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim claim, in each case shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires Laws and Regulations require the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. The Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 7.6 for and against any adverse consequences of any such interest-free loan.

Contests. If any claim or claims is or are shall be made against any Tax Indemnitee for or if any proceeding shall be commenced against any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, 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 Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax or proposed TaxIndemnitee shall then contest, notify at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and ifto 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 there exists 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. 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 satisfactory to the Lessee stating that a reasonable basis exists to contest such Tax which satisfies claim or (ii) in the requirements case of ABA Formal Opinion 85-352 (and if an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the provisos of the definition of “Permitted Contest” continue effect that such appeal is more likely than not to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest provided, however, such Tax, and subsequently may Tax Indemnitee shall in no event be required to appeal any an adverse determination (other than 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 appropriate administrative Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and legal forums; provided, that documents in all other circumstances, upon notice from such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or advisable for the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee action, suit or proceeding to the extent that such participation permitted by the Lessee does not interfere with the Indemnitee’s control this Section 7.4. Unless an Event of such contest Default shall have occurred and the Lessee shall in all events be kept informedcontinuing, to the extent practicable, of material developments relative to such proceedings. The no Tax Indemnitee shall have the right enter into any settlement or other compromise with respect to participate in the conduct of any proceedings controlled by the Lessee Claim which is entitled to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised indemnified under this Section 7.4 without the Lessee’s prior written consent or of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to indemnification hereunder 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 repays the Taxes advanced by the Lessee as shall not be permitted to contest) a non-interest bearing loan by claim with respect to the Lessee to imposition of any Tax if such Indemnitee without interest. Tax Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the waive its right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) 7.4 with respect to such claim only (and any related claim with respect to other taxable years the extent contest of which is precluded as a result of such failure results 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 loss opinion of an effective Tax Indemnitee's counsel creates substantial authority for the success of such contest. If Applicable Law requires the payment of a contested Each Tax as a condition to, or regardless of, its being contested, Indemnitee and the Lessee chooses to contest such Tax or to direct shall consult in good faith with each other regarding the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery conduct of such Tax (including the amount of any interest received contest controlled by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loaneither.

Contests. If In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any claim pending or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a)threatened Claim, such Indemnitee shall, if 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 as soon as practicablebe subject to the reasonable approval of the Administrative Agent, but 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 no event more than thirty (30) 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 after following receipt of formal written Indemnitee's notice of the Tax Claim, or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross 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 defense). If Lessee denies liability or net incomefails to respond to the notice within the time period set forth above, the aggregate amount 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 Lessee of the Tax exceeds U.S. $100,000). status of the Claim (unless requested in writing as to the then status of such Claim) and no right of Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee to approve or disapprove any actions taken in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand connection therewith by the Indemnitee. If Lessee shall have elected to assume the right to participate in the conduct defense of any proceedings controlled by such Claim, 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 documents pertaining to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events matter to be kept informedindemnified and, to the extent practicableknown by such Indemnitee, a reasonably detailed explanation of material developments relative the circumstances giving rise to the claim of indemnification and the determination of the amount of the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 7.1(a), the Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which such proceedingsindemnity has been paid. If Lessee shall have elected to assume the defense of any such Claim, upon the written request at any time and from time to time of Lessee, Indemnitee shall, at the expense of Lessee, take such reasonable actions and execute such documents as are necessary or reasonably appropriate to assist Lessee in the preservation and enforcement against third parties of Lessee's right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim in which Lessee shall have elected to assume the right to defense and participate in the conduct defense thereof, but the fees and expenses of any proceedings controlled by such counsel shall be at the Lessee to the extent that such participation by expense of the Indemnitee does not interfere with the Lessee’s control of such contest, and unless the Indemnitee shall have been advised in all events 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 kept informedpaid periodically as incurred. Lessee shall not, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or (not to be unreasonably withheld) of the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise Indemnitee, effect any settlement of any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a Claim unless such settlement or compromise pays the contested Tax to the extent agreed upon or makes includes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion unconditional release of the Indemnitee materially adversely affect from all liabilities that are the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of Claim. The parties agree to cooperate in any interest received by reason of payment defense or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences settlement of any such interest-free loanClaim 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. (1) If a written claim is made against Lessor or if any proceeding is commenced against Lessor (including a written notice of such proceeding) for Taxes as to which Lessee could be liable for payment or indemnity hereunder, such Lessor shall promptly give Lessee notice in writing of such claim (PROVIDED, HOWEVER, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the 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 claims is or are made against any Indemnitee Tax without the consent of Lessee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after following the receipt of formal such notice by Lessee; PROVIDED, HOWEVER, that, if Lessor shall be required by Law to take action prior to the end of such 30-day period, Lessor shall, in such notice to Lessee, so inform Lessee, and Lessor shall take no action without the consent of 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 the end of such 30-day period if (i)(A) t▇▇ 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 information 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, 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 required 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, 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 data 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 notice consent of Lessee except as contemplated by SECTION 3(i)(D) herein. (2) Notwithstanding the foregoing, in no event shall Lessor be required to take any action (or to permit Lessee to take any action) unless and until (A) Lessee shall have agreed to pay Lessor on demand on an After-tax Basis all reasonable costs and expenses that Lessor shall incur in connection with contesting such claim, (including without limitation, all costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties, fines, additions to Tax or interest thereon), (B) if such contest shall involve the payment of the claim, Lessee shall advance the amount thereof plus (to the extent indemnified hereunder) interest, penalties and additions to tax with respect thereto that are required to be paid prior to the commencement of such contest on an interest-free basis and with no additional net after-tax cost to Lessor (and Lessor shall promptly pay to Lessee any net realized tax benefits resulting from any imputed interest deduction arising from such interest free advance from Lessee plus any net tax benefits resulting from making any such payment), (C) Lessor shall have reasonably determined that the action to be taken will not result in any material risk of forfeiture, foreclosure, sale or loss of the Aircraft or the creation of any Lien (other than a Permitted Lien) (unless Lessee shall have adequately bonded such Lien or otherwise made provisions to protect the interests of Lessor in a manner reasonably satisfactory to Lessor in its sole discretion), (D) no Event of Default shall have occurred and be continuing at the time the contest is begun unless Lessee has provided security for its obligations hereunder by advancing to Lessor before proceeding with such contest, the amount of the Tax being contested, plus any interest and penalties and an amount estimated in good faith by Lessor for reasonable expenses, (E) in the case of a contest that is being pursued by Lessor, the aggregate amount of the claim together with the amount of all related claims that have been or proposed Taxcould be raised with any or all of the other Aircraft leased by Lessor to Lessee or raised in any other audit for which Lessee would have an indemnity obligation under this SECTION 3(i)(D) is at least $50,000, notify and (F) if requested prior to or during the contest by Lessor, independent tax counsel selected by Lessee and ifreasonably acceptable to Lessor, in the reasonable renders to Lessor a written opinion of the Lessee that there exists is a reasonable basis to contest such Tax which satisfies (under the requirements of standard set forth in ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability or any successor thereto) for the Tax at issue if the contest is not successful, contest contesting such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in claim. In the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred any contest controlled by the Indemnitee in contesting any such Tax Lessee hereunder, Lessor (including, without limitation, all reasonable attorney’s and accountants’ feesincluding its counsel (at Lessor's expense), upon demand by the Indemnitee. Lessee ) shall have the right to participate in all proceedings and Lessee shall consult with Lessor in good faith regarding the conduct manner of any proceedings controlled by contesting such claim and shall keep Lessor reasonably informed regarding the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control progress of such contest and, if requested by Lessor, provide an opinion of tax counsel selected by Lessee and reasonably acceptable to Lessor to the effect that there is a Reasonable Basis for contesting such claims. Notwithstanding the foregoing, Lessee shall not be permitted to control or conduct any contest if such contest involves Taxes based on or measured by the gross or net income of Lessor and PROVIDED, that if Lessor determines in all events be kept informedgood faith that it is reasonably likely that such contest may have a material adverse impact on it, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct Lessor may retain or reassert control of any proceedings controlled by the contest Lessee would otherwise be permitted to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee if Lessor shall in all events release, waive, compromise or settle any claim which may be kept informed, indemnifiable by Lessee pursuant to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised this SECTION 3(i) without the written permission of Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the , Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an 's obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) indemnify Lessor with respect to such claim only (and any claim the contest of which is materially prejudiced as a result of the release, waiver, compromise or settlement) shall terminate, subject to this SECTION 3(i)(D), and subject to SECTION 3(i)(C), Lessor shall repay to Lessee any amount previously paid or advanced to Lessor with respect to such claim (but not amounts paid or advanced for costs and expenses of any contests to the extent such failure results in amounts have already been expended) plus interest at the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan rate that would have been payable by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee relevant taxing authority with respect to a refund of such recovered Tax, payable on a net after-tax basis . (3) Notwithstanding anything contained in this SECTION 3(i) to the Indemniteecontrary, Lessor shall not be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall previously have been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this SECTION 3(i)(D), unless there shall have been a change in Law (or interpretation thereof) from or a change in facts after the date with respect to which such previous contest shall have been decided, and Lessor shall have received, at Lessee's expense, an opinion of independent tax counsel selected by Lessee and reasonably acceptable to Lessor to the effect that as a result of such change in Law (or interpretation thereof) or change in facts, it is more likely than not that Lessor will prevail in such contest. (4) Nothing contained in this SECTION 3(i) shall require Lessor to contest or permit Lessee to contest a claim which it would otherwise be required to contest pursuant to this SECTION 3(i) if Lessor shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this SECTION 3(i) by way of indemnity in respect of such claim (and any remaining unpaid amount not recovered other claim for Taxes with respect to offset any other taxable year the Lessee’s obligation contest of which is effectively precluded by Lessor's declination to indemnify take action with respect to the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanclaim).

Contests. If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided (i) Each of Buyer and the Company shall promptly notify the other in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after writing upon receipt of formal written notice of the any pending or threatened audit, notice of deficiency, examination, assessment or any other administrative or judicial proceeding (“Audit”) which may affect any Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for which the Tax at issue if the contest is not successful, contest such Tax, and subsequently other may appeal any adverse determination be liable pursuant to this Section 4.11. (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee ii) The Company shall have the sole and absolute right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee conduct any Audit that relates to (A) any PHH Group Tax Return or (B) any Buyer Tax Return for a complete taxable period ending on or before the date Closing Date, (ii) employ counsel of its choice in connection therewith and (iii) settle any such Audit on such terms as it may determine; provided that the Indemnitee executes a Company shall not settle any such Audit without the prior written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned, if such settlement would reasonably be expected to adversely affect Buyer. If the Company elects not to conduct any such Audit, then (i) Buyer (A) shall diligently prosecute such Audit in good faith, (B) shall, upon reasonable request, keep the Company reasonably informed of the status of developments with respect to such Audit and (C) shall not settle or compromise pays concede any such Audit without the contested Tax to prior written consent of the extent agreed upon Company (which consent shall not be unreasonably withheld, delayed or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; conditioned) and (ii) the settlement or compromise does not, in the any reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) third-party costs and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required expenses incurred by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim Buyer shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan reimbursed by the Lessee to Company. For the Indemnitee to be repaid avoidance of doubt, reasonable third-party costs and expenses shall include the fees of outside counsel and/or accountants engaged by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed Buyer in connection with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.an Audit described under this

Contests. If If, within 30 days of receipt of a Tax Notice from an Indemnitee (or such shorter period as such Indemnitee has notified the Company is required by law or regulation for such Indemnitee to contest such Tax Loss), the Company shall request in writing that such Indemnitee contest such Tax Loss, such Indemnitee shall, at the Company's expense, in good faith conduct and control such contest (including, without limitation, by pursuit of appeals) by, in the sole discretion of the Company, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest is necessary and proper, (iii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, or (iv) taking such other action as is reasonably requested by the Company from time to time; PROVIDED, HOWEVER, that (x) if such contest can be pursued independently from any claim other proceeding involving a Tax liability of such Indemnitee, such Indemnitee, at the Company's request, shall allow the Company to conduct and control such contest and (y) in the case of any contest that the Company is not entitled to control, the Indemnitee may request the Company to conduct and control such contest if possible or claims is permissible under applicable law or are made against any Indemnitee for any Tax which is subject to indemnification as provided in regulation. Notwithstanding the foregoing provisions of this Section 7.2(a)4, such Indemnitee shall as soon as practicablenot be required to take any action and the Company shall not be able to contest such claim or Tax in its own name or that of such Indemnitee unless (i) the Company shall have agreed to pay, but and shall pay, to such Indemnitee on demand all reasonable out-of- pocket third party costs and expenses that such Indemnitee may incur in no event more than thirty connection with contesting such claim or Taxes, including all reasonable legal (30including non-duplicative internal counsel), accounting and investigatory fees and disbursements, (ii) days after receipt the amount of formal written notice the potential indemnity exceeds $50,000, (iii) the action to be taken will not result in any material risk of criminal penalties and (iv) if such contest shall involve the payment of the Tax prior to the contest, the Company shall, at its option (and notwithstanding anything herein to the contrary), either (A) pay such Indemnitee for such Taxes or proposed Tax, notify (B) provide to such Indemnitee an interest-free advance in an amount equal to the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85such Indemnitee is required to pay (with no additional net after-352 (and if the provisos of the definition of “Permitted Contest” continue tax cost to such Indemnitee). In no event shall an Indemnitee be satisfied), the Lessee at its expense may, required to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any an adverse judicial determination (other than to the United States Supreme Court). Any Indemnitee shall consult in good faith with the Company regarding the conduct of any contest controlled by such Indemnitee, shall keep the Company fully informed as to the status of the contest and shall consider in good faith all suggestions made by the Company regarding the conduct of any such contest, subject to preserving counsel privilege in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee's reasonable judgment. An Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall not have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such settle or compromise a contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or of the Company, such consent not to be unreasonably withheld. If an Indemnitee waives its right agrees to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays of such contest without the contested Tax prior written consent of the Company, such Indemnitee shall waive its rights to any indemnity from the Company that otherwise would be payable in respect of such claim and shall pay to the extent agreed upon Company any amount previously paid or makes an indemnification payment to advanced by the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment Company pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) 4 with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to Taxes other than contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan costs paid by the Lessee Company pursuant to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect this Section 4 as it relates to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loancontest.

Contests. If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and ifshall not take action with respect to such Tax without the consent of the Lessee (such consent not to be unreasonably withheld, conditioned or delayed) for thirty (30) days after the receipt of such notice by the Lessee; provided, however, that in the case of any such Tax, if action shall be required by Applicable Law to be taken prior to the end of such period of thirty (30) days, such Indemnitee shall, in such notice to the Lessee, inform the Lessee of such shorter period, and no action shall be taken with respect to such Tax without the consent of the Lessee (such consent not to be unreasonably withheld, conditioned or delayed) before seven (7) days before the end of such shorter period. If, in the reasonable good faith opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law Laws and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies or, in the requirements case of ABA Formal Opinion 85-352 an appeal of adverse judicial determination, the position asserted in such appeal will more likely than not prevail (in each case, as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,00050,000, which amount shall be verified and certified by an independent public accounting firm mutually acceptable to the Lessee and the applicable Indemnitee in accordance with Section 7.2(a)(v). The Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ feesfees and expenses), upon demand by the Indemnitee. The Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.BUSINESS.29620189.12

Contests. Lessee shall pay on or before the time or times prescribed by law any Taxes that the Lessee is liable for hereunder (except any Taxes excluded by the proviso to Section 7.2(a)). If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) 30 days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of Lessee and (in the Lessee case of any Tax on gross or net income which may reasonably be expected to exceed $100,000 in the aggregate) tax counsel reasonably acceptable to the Indemnitee, there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and 66 if the provisos of the definition of “"Permitted Contest” " continue to be satisfiedsatisfied and so long as no Lease Event of Default exists), the Lessee at its expense may, to the extent permitted by Applicable Law Laws and Regulations and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s 's expense, shall contest any such Tax (so long as the provisos of the definition of “"Permitted Contest” " continue to be satisfied and so long as no Lease Event of Default exists and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s attorneys' and accountants’ ' fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee such Person does not interfere with the Indemnitee’s 's control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee such Person does not interfere with the Lessee’s 's control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s 's prior written consent unless the provisos of the definition of "Permitted Contest" would not continue to be satisfied or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest(as provided below) with interest at the Overdue Rate from the date of payment until receipt thereof by the Lessee. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (ix) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (iiy) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor Certificate Trustee or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property Premises or any interest therein or any matter described in the provisos to the definition of “"Permitted Contest.” ". The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law Laws and Regulations where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires Laws and Regulations require the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s 's obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 7.6 for and against any adverse consequences of any such interest-free loan. In the event that the Indemnitee receives a refund (or like adjustment) in respect of any Tax for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall promptly remit the amount of such refund (or like adjustment), plus any interest received thereon, to Lessee, net of all costs and expenses incurred by such Indemnitee; provided, however, that the Indemnitee shall not be required to remit any amount pursuant to this sentence in excess of the amounts previously paid by Lessee to, or on behalf of, such Indemnitee with respect to such Tax pursuant to this Article VII, plus any interest received thereon.

Contests. If any the Owner Participant receives written notice of a claim or claims is or are by the IRS which, if sustained, together with the amounts required to be paid if such a claim were made against any Indemnitee for any and sustained with respect to the Other Undivided Interest, would result in a Tax which is subject to indemnification as provided Loss requiring the payment of an indemnity by EME in Section 7.2(a)excess of $100,000, then the Owner Participant shall notify EME of such Indemnitee shall as soon as practicable, but in no event more than thirty (30) claim within 10 days after receipt of formal written such notice of from the Tax or proposed TaxIRS and take such action in contesting such claim as EME shall request from time to time, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 including appeals (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, but not to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States U.S. Supreme Court), in provided that: (i) No Lease Event of Default shall have occurred and be continuing; (ii) the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists Owner Participant shall have received a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an written opinion of independent tax counsel counsel, selected by the Owner Participant and reasonably satisfactory to EME, to the Lessee reasonably acceptable effect that, with respect to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall any initial contest any there is a Reasonable Basis for such Tax contest (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied andor, in the case of a judicial appeal, such an opinion to the effect that there is Substantial Authority for the taxpayer’s position); and (iii) EME shall have agreed to pay, on an After-Tax on gross or net incomeBasis, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket costs and expenses actually incurred by the Indemnitee Owner Participant in contesting connection with any such Tax (contest, including, without limitation, all reasonable attorney’s legal and accountants’ fees)other documented out-of-pocket expenses, upon demand and shall have provided the Owner Participant with adequate assurances for the payment thereof. Subject to the foregoing, the Owner Participant may forego any and all administrative appeals, proceedings, hearings and conferences with the IRS in respect of any claim and may, at its sole option, contest the claim in any permissible forum selected by the IndemniteeOwner Participant. Lessee The Owner Participant may, at its sole option, either pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible forum, considering in good faith, however, such requests as EME and its counsel shall make concerning the most appropriate forum in which to proceed and other relevant matters. If the Owner Participant chooses to pay the tax claimed and ▇▇▇ for a refund, EME shall advance to the Owner Participant, on an interest-free basis and with no additional net after-tax cost to the Owner Participant, sufficient funds to pay the tax and interest, penalties and additions to tax payable with respect thereto (to the extent such amount is indemnified against by EME). The Owner Participant shall not settle any claim without EME’s consent; provided, that the Owner Participant shall not be required to contest any proposed adjustment and may settle any such proposed adjustment if the Owner Participant shall waive its right to indemnity with respect to such adjustment and any future adjustments relating to the same issue or issues for which EME’s right to contest shall have been effectively precluded by the right failure to participate contest, and shall pay to EME any amount previously paid or advanced by EME with respect to such adjustment or the contest of such adjustment (other than amounts paid or advanced pursuant to EME’s obligation to pay the costs of the contest). The Owner Participant (i) shall not make payment of any claim for at least 30 days after giving written notice of such claim to EME if such forbearance is permitted by law and shall inform EME in reasonable detail of the nature and extent of and purported basis (to the extent of the Owner Participant’s knowledge thereof) for such claim, (ii) shall consult with and consider in good faith EME’s suggestions regarding the conduct of any proceedings controlled such contest (but the manner in which such contest is conducted shall be determined in all respects by the Indemnitee Owner Participant in its sole discretion) and shall keep EME reasonably informed as to the progress of such contest, and (iii) shall provide EME and its counsel with copies of any correspondence (or excerpts thereof relating to the adjustment or the contest of such adjustment) or excerpts of other written material received by the Owner Participant in connection with the contest and to review and make suggestions on all submissions to the IRS and to any court to the extent such documents and submissions relate to the Tax Loss (it being understood that EME shall not be permitted to review any portions of such participation documents or submissions unrelated to the transactions contemplated by the Lessee does not interfere Operative Documents); provided, however, that in no circumstances shall EME be entitled to review any federal income tax returns of the Owner Participant or any of its Affiliates, EME and its counsel shall maintain confidentiality with the Indemnitee’s control of respect to all such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedingsinformation. The Indemnitee If EME shall have requested the right Owner Participant to participate in contest such claim as above provided and shall have duly complied with all the conduct terms of this Section 8, EME’s liability for indemnification under Section 6 shall, at EME’s election, be deferred until a Final Determination of the liability of the Owner Participant. At such time, EME shall become obligated for the payment of any proceedings controlled by indemnification hereunder resulting from the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control outcome of such contest, and the Indemnitee Owner Participant shall in all events be kept informed, become obligated to the extent practicable, of material developments relative refund to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise EME any such contested claim in accordance with written instructions amount received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.as

Contests. Lessee shall pay on or before the time or times prescribed by law any Taxes (except any Taxes excluded by the proviso to SECTION 7.2(a)). If any claim or claims is or are made against any Indemnitee solely for any Tax which is subject to indemnification as provided in Section SECTION 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) 30 days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of Lessee and (in the Lessee case of any Tax which may reasonably be expected to exceed $50,000 in the aggregate) tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos PROVISOS of the definition of “"Permitted Contest” " continue to be satisfiedsatisfied and so long as no Lease Event of Default exists), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successfulapplicable law, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; providedPROVIDED, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s 's expense, shall contest any such Tax (so long as the provisos PROVISOS of the definition of “"Permitted Contest” " continue to be satisfied and, in the case and so long as no Lease Event of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000Default exists). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, including all reasonable attorney’s attorneys' and accountants’ ' fees, including the reasonable allocated costs of internal counsel), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee such Person does not interfere with the Indemnitee’s 's control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s 's prior written consent or (which consent shall neither be unreasonably delayed nor withheld), unless the Indemnitee waives its right PROVISOS of the definition of "Permitted Contest" would not continue to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interestbe satisfied. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; providedPROVIDED, that (ix) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (iiy) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos PROVISOS to the definition of “"Permitted Contest.” ". The failure of an Indemnitee to contest timely a claim against it such Indemnitee for any Tax which is subject to indemnification under Section SECTION 7.2(a) and for which it such Indemnitee has an obligation to the Lessee to contest under this Section SECTION 7.2(b) in the manner required by Applicable Law Laws where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section SECTION 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires Laws require the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s 's obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossedgrossed-Up Basis up basis in accordance with Section 7.4 SECTION 7.6 for and against any adverse consequences of any such interest-free loan. If the Indemnitee receives a refund (or like adjustment) in respect of any Tax for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall promptly remit the amount of such refund (or like adjustment) to Lessee, net of all costs and expenses incurred by such Indemnitee; PROVIDED, HOWEVER, that the Indemnitee shall not be required to remit any amount pursuant to this sentence in excess of the amounts previously paid by Lessee to, or on behalf of, such Indemnitee with respect to such Tax pursuant to this ARTICLE VII.

Contests. If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a)After the Closing Date, such Indemnitee Parent shall as soon as practicable, but in no event more than thirty (30) days after promptly notify the Representative of the receipt of formal any written notice by the Surviving Corporation, Parent or any of Parent’s affiliates which involves the Tax assertion of any claim, or proposed Tax, notify the Lessee and ifcommencement of any Action, in the reasonable opinion respect of the Lessee there exists which an indemnity may be sought by Parent pursuant to Article VIII (a reasonable basis to contest such “Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfiedClaim”), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstancesfailure to comply with this provision shall not affect Parent’s right to indemnification hereunder, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel except to the Lessee reasonably acceptable 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 Indemniteedefense of any pending or threatened Tax Claim, in whole or in part (including any resulting litigation), and to employ counsel of its choice at its expense. If the Indemnitee, at Representative elects to assume the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case defense of a Tax on gross or net incomeClaim, the aggregate amount Representative shall keep Parent reasonably informed of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any material developments relating to such Tax (includingClaim, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right allow Parent sufficient notice and opportunity to participate in the conduct of any proceedings controlled by the Indemnitee Tax Claim to the extent that such participation by of any claims for Taxes for which Parent (or the Lessee does not interfere with Company or any Subsidiary) may be liable. Neither Parent nor the Indemnitee’s control 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 without the prior written consent of such contest other party, which consent shall not be unreasonably delayed, conditioned or withheld, unless Parent or the Representative, 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 Lessee shall Sellers and their affiliates to use) its commercially reasonable efforts to separate from any such Tax Claim any item in all events be kept informedrespect of which an indemnity is not sought by Parent pursuant to Article VIII, and to permit, to the greatest extent practicablepossible, of material developments relative Parent to such proceedings. The Indemnitee shall have control the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanitem.

Contests. If any claim or claims is or are shall be made against any Tax Indemnitee for or if any proceeding shall be commenced against any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal including a written notice of such proceeding) for any Taxes as to which Lessees may have an indemnity obligation pursuant to SECTION 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to SECTION 7.4 may be payable, such Tax Indemnitee shall promptly notify the Company. The Company shall be entitled, at its expense, to participate in, 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 Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, PROVIDED FURTHER, that the Company shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax or proposed TaxIndemnitee shall then contest, notify at the Lessee sole cost and ifexpense 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 Lessee there exists Lessees which 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 materially detrimental to the interests 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 Tax which satisfies claim or (ii) in the requirements case of ABA Formal Opinion 85-352 (and if an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the provisos of the definition of “Permitted Contest” continue effect that such appeal is more likely than not to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest PROVIDED, HOWEVER, such Tax, and subsequently may Tax Indemnitee shall in no event be required to appeal any an adverse determination (other than to the United States Supreme Court), . The Tax Indemnitee may participate in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest manner at its own expense and with its own counsel in any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred proceeding conducted by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim Company in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contestforegoing.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. (i) If any claim or claims is or are made against any Indemnitee an Indemnified Person with respect to Taxes for any Tax which is subject to indemnification as provided in Section 7.2(a)Lessee could have an indemnity obligation hereunder, such Indemnitee Indemnified Person shall as soon as practicablepromptly notify Lessee in writing of such claim, but and shall contest in no event more than thirty good faith (30including consultations in-good faith with Lessee and Lessee's counsel) days after receipt of formal written notice with the appropriate public authority and by appropriate legal proceedings in the name of the Tax relevant Indemnified Person, and shall not settle without the prior written consent of Lessee, the amount or proposed Taxvalidity of any Taxes payable by Lessee under the terms of this Agreement, notify provided that (A) Lessee shall have requested that such Indemnified Person pursue such contest, (B) if 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 interest-free basis and net of any additional tax cost (after taking into account any tax benefits) to such Indemnified Person resulting from such advance, (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 if, in the reasonable opinion of the Lessee there exists a reasonable basis reasonably acceptable to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense mayLessor, to the extent permitted by Applicable Law and provided effect that it has acknowledged there is a. reasonable basis for pursuing such contest, (D) such contest would not result in writing its liability for a material risk of forfeiture of the Tax at issue if the contest is not successful, contest such Taxrelevant Aircraft, and subsequently may appeal any adverse determination (other than E) no Event of Default with respect to the United States Supreme Court)applicable Aircraft shall have occurred and be continuing, in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied andunless, in the case of a Tax on gross or net income(D) and (E), Lessee shall have provided security that, in the aggregate amount reasonable discretion of all Indemnified Persons, is sufficient to protect the Tax exceeds U.S. $100,000). Aircraft and Lessee's obligations hereunder without recourse to any other assets; and provided further, that Lessee shall pay for all reasonablecosts, out-of-pocket expenses actually and liabilities incurred by the Indemnitee in contesting connection with any such contest to the extent such costs, expenses and liabilities relate to a Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. 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 right progress and status of such contest. Alternatively, if (1) such contest involves (or could legally involve) only Taxes (other than net income Taxes) for which Lessee could have an indemnity obligation hereunder and (2) for which Lessee would be legally permitted to participate conduct such contest in its own name under the conduct law of any proceedings controlled by the Indemnitee applicable taxing jurisdiction, Lessee shall be permitted to contest the claim, subject to the extent conditions set forth in clauses (A), (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 participation by Indemnified Person of the Lessee does not interfere with the Indemnitee’s control 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 shall in all events be kept informed, to with the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled authorizations needed by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of pursue such contest, and shall provide Lessee with all information in the Indemnitee 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 Tax in all events be kept informed, to the extent practicable, name of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that an Indemnified Party if (i) all the Lessee on or before other conditions except clause (2) of the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and preceding sentence are met, (ii) the settlement or compromise does notcontest in question involves an Aircraft subject to a Permitted Sublease entered into after the date hereof under the terms of which Lessee has allowed the sublessee, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or as indemnitor under such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documentssublease, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely 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 against for Taxes if it for any Tax which is subject to indemnification under Section 7.2(a) and for which notifies Lessee in writing that it has an obligation to the Lessee to contest waives its rights under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) 11 with respect to such claim only and any claim based on the outcome of 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 the extent time that any action is taken by such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee Permitted Sublessee with respect to such recovered Taxcontest; and provided, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. further, that Lessee shall indemnify at all times remain liable for its obligations under this Section 11. (ii) Lessee shall be entitled to any refunds of Taxes, plus interest thereon, which are actually received by any Indemnified Person or Lessee which are with respect to Taxes previously paid by (or as to which an indemnity payment has been made by) Lessee under the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for terms of this Agreement; provided that (A) no Payment Event of Default shall have occurred and against any adverse consequences be continuing, and (B) the subsequent loss of any such interest-free loanrefund for which an Indemnified Person has made a payment to Lessee shall be treated as an indemnified Tax under this Section 11.

Contests. (a) If an adjustment shall be proposed by the IRS in writing that, if sustained, would result in a Loss for which Old Dominion could be required to indemnify the Owner Participant under this Agreement, the Owner Participant agrees promptly to notify Old Dominion in writing of such proposed adjustment; PROVIDED, HOWEVER, that any claim failure to provide such notice shall not relieve Old Dominion of any obligation to indemnify the Owner Participant hereunder unless such failure effectively precludes the initiation or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), continuation of the contest of such Indemnitee shall as soon as practicable, but in no event more than thirty adjustment. If (30i) within 30 days after receipt of formal written such notice Old Dominion shall request in writing that the Owner Participant contest such proposed adjustment and (ii) the Owner Participant shall have received, at the commencement of the contest and before each level of judicial proceeding, an opinion of Independent Tax or Counsel, to the effect that there is a Reasonable Basis for contesting the proposed Tax, notify the Lessee and ifadjustment (and, in the reasonable case of an appeal from an adverse judicial determination, an opinion of from such counsel to the Lessee there exists effect that it is more likely than not) that such adverse determination will be reversed or substantially modified upon appeal in a reasonable basis manner favorable to contest such Tax the taxpayer) (which satisfies opinions (a) will be furnished at Old Dominion's expense, and (b) the requirements of ABA Formal Opinion 85-352 (Owner Participant will assist in good faith and if the provisos of the definition of “Permitted Contest” continue to be satisfiedwith diligence in promptly procuring), the Lessee at its expense Owner Participant shall contest such proposed adjustment; PROVIDED, HOWEVER, that the Owner Participant may, in its sole discretion, either pay the tax proposed and ▇▇▇ for a refund or contest the proposed adjustment in any permissible forum considering, however, in good faith such requests as Old Dominion may make concerning the most appropriate forum in which to proceed. Notwithstanding the foregoing, the Owner Participant shall not be required to pursue any such contest unless (v) Old Dominion shall have agreed in writing to pay and shall be paying on demand all reasonable costs and expenses that the Owner Participant shall incur in connection with contesting such proposed adjustment, including, without limitation, reasonable attorneys', accountants' and investigatory fees and disbursements; (w) the proposed adjustment that could result in a payment by Old Dominion (if a lump-sum amount were to be paid pursuant to Section 4(b)(2) hereof) in connection with such proposed adjustment, taking into account the amount of all similar and logically related adjustments with respect to the transactions contemplated by the Operative Documents that could be raised in an audit of any other taxable year of the Owner Participant (including any future taxable year) not barred by the statute of limitations shall be at least $100,000 and at least $250,000 with respect to any judicial appeal; (x) no Event of Default shall have occurred and be continuing; and (y) if the Owner Participant shall determine to pay the tax proposed and ▇▇▇ for a refund, Old Dominion shall advance to the Owner Participant on an interest-free basis and with no additional net after-tax cost to the Owner Participant sufficient funds to pay the tax and interest, penalties and additions to tax payable with respect thereto (to the extent permitted by Applicable Law such amount is indemnified against pursuant to Section 4 hereof (an "Advance")); and provided PROVIDED, HOWEVER, that it has acknowledged in writing its liability for the Tax at issue if the contest is Owner Participant shall not successful, contest such Tax, and subsequently may be required to pursue any appeal any adverse determination (other than to the United States Supreme Court). (b) In connection with any proposed adjustment described in Section 6(a) hereof, the Owner Participant shall not make payment of such proposed adjustment for at least 30 days after the giving of written notice of such proposed adjustment to Old Dominion (except that if the Owner Participant shall be required by law or regulation to take action with respect to any such adjustment prior to the end of such 30-day period, the Owner Participant shall, in such notice to Old Dominion, so inform Old Dominion, and the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee Owner Participant shall not take any action with respect to such Indemnitee that there exists a reasonable basis adjustment without the consent of Old Dominion (not unreasonably to contest any such Tax be withheld) before the date on which satisfies the requirements of ABA Formal Opinion 85-352 (as supported Owner Participant shall be required by an opinion of tax counsel law or regulation to take action). Notwithstanding anything herein to the Lessee reasonably acceptable to the Indemnitee)contrary, the Indemnitee, at Owner Participant shall have full control over any contest pursuant to this Section 6 and shall determine in its sole discretion the Lessee’s expense, shall contest any such Tax (so long as the provisos nature of the definition of “Permitted Contest” continue all actions to be satisfied and, taken in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting connection with any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have contest including the right to participate pursue or forego any administrative proceedings; PROVIDED, HOWEVER, that the Owner Participant shall contest such claim at the administrative level if the failure to do so would preclude the availability of all judicial remedies; and PROVIDED, FURTHER, the Owner Participant shall consult in good faith with Old Dominion and its counsel in the conduct contest of any proceedings controlled by the Indemnitee to the extent that claim and shall keep such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of counsel reasonably informed regarding such contest, and . Nothing contained in this Section 6 shall require the Indemnitee shall in all events be kept informed, Owner Participant to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree contest a proposed adjustment that a contested claim for which the Lessee it would otherwise be required to make a reimbursement payment hereunder will not be settled or compromised without contest pursuant to this Section 6 if the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that Owner Participant (i) waives the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee by Old Dominion of any amount that might otherwise be payable by Old Dominion under this Agreement by way of indemnity in an amount acceptable to the Indemnitee; respect of such proposed adjustment and (ii) the settlement pays to Old Dominion any amount of taxes, interest, penalties and additions to tax previously paid or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment advanced by Old Dominion pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) Agreement with respect to such claim only proposed adjustment, plus interest on such amounts at the IRS rate for refunds, payable from the date of payment by Old Dominion to the extent Owner Participant of such failure results amounts to (but excluding) the date of repayment of such amounts by the Owner Participant to Old Dominion; PROVIDED, HOWEVER, that if the Owner Participant settles a proposed adjustment such that Old Dominion is precluded as a matter of law from initiating or continuing a contest hereunder of any adjustment for any other taxable period, the Owner Participant shall be deemed to have waived the payment by Old Dominion under this Agreement of any indemnity amounts in respect of such other adjustment. (c) If Old Dominion shall have requested the loss Owner Participant to contest a proposed adjustment as above provided and shall have duly complied with all the terms of an effective contestthis Section 6, Old Dominion's liability for indemnification due under Section 4 hereof shall, at Old Dominion's election (except for amounts provided for under Section 6(a) hereof), be deferred until Final Determination of the liability of the Owner Participant. If Applicable Law requires At such time, Old Dominion shall become obligated for the payment of a contested Tax any indemnification due under Section 4 hereof resulting from the outcome of such contest. Upon payment in full by Old Dominion of any indemnity amounts due under this Agreement, the Owner Participant shall become obligated to refund to Old Dominion an amount equal to any amount received as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision refund of funds to be deemed a non-interest bearing loan income taxes by the Lessee Owner Participant or credited to the Indemnitee to be repaid by any recovery of such Tax Owner Participant (including the amount of any refund or credit that would have been received but for a counterclaim or other claim not indemnified by Old Dominion hereunder) that is fairly attributable to advances or indemnity payments made by Old Dominion under this Agreement, together with any interest received (or that would have been received) by the Owner Participant on such refund (after reduction by any tax incurred by Owner Participant by reason of payment the receipt or deposit accrual of such interest), plus an amount equal to any tax benefit realized by the Owner Participant as the result of the Tax claimed with funds advanced payment contemplated by this sentence. Such obligations of the Lessee Owner Participant and Old Dominion will first be set off against each other, and any difference owing by either party shall be paid within 30 days after such Final Determination but not prior to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis date determined in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan4(b) hereof.

Contests. Lessee shall pay on or before the time or times prescribed by law any Taxes (except any Taxes excluded by the proviso to Section 7.2(a)); provided, however, that Lessee shall be under no obligation to pay any such Tax so long as the payment of such Tax is not delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) 20 days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of Lessee and (in the Lessee case of any Tax which may reasonably be expected in the aggregate to exceed $50,000) tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “"Permitted Contest” continue " continues to be satisfiedsatisfied and so long as no Lease Event of Default exists), the Lessee at its expense may, to the extent permitted by Applicable Law Laws and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successfulRegulations, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court)determination, in the appropriate administrative and legal forums; provided, provided that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s 's expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000)Tax. Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, including all reasonable attorney’s attorneys' and accountants’ ' fees, including the allocated costs of internal counsel), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee such Person does not interfere with the Indemnitee’s 's control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s 's prior written consent or (which consent shall neither be unreasonably delayed nor withheld), unless the Indemnitee waives its right provisos of the definition of "Permitted Contest" would not continue to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interestbe satisfied. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that provided that: (ix) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (iiy) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the such Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property any Site or any interest therein or any matter described in the provisos to the definition of “"Permitted Contest.” ". The failure of an Indemnitee to timely contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law Laws and Regulations where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires Laws and Regulations require the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s 's obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossedgrossed-Up Basis up basis (in accordance with Section 7.4 7.5) for and against any adverse tax consequences of any such interest-free loan. In the event that the Indemnitee receives a refund (or like adjustment) in respect of any Tax for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall immediately remit the amount of such refund (or like adjustment) to Lessee, net of all costs and expenses incurred by such Indemnitee.

Contests. If In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any claim pending or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a)threatened Claim, such Indemnitee shall, if 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 Claim through its own counsel, which shall as soon as practicablebe subject to the reasonable approval of the Indemnitee, but in no event more than on behalf of the Indemnitee (with full right of subrogation to the Indemnitee’s rights and defenses). Lessee must indicate its election to assume such defense by written notice to the Indemnitee within thirty (30) days after following receipt of formal written Indemnitee’s notice of the Tax Claim, or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross 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 net incomefails to respond to the notice within the time period set forth above, the aggregate 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 defense of any such Claim, 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 documents pertaining to the matter to be indemnified and, to the extent known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of the Tax exceeds U.S. $100,000requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 7.1(a). , the Lessee shall pay all reasonablebe subrogated to any right of Indemnitee in respect of the matter against which such indemnity has been paid. If the Lessee shall have elected to assume the defense of any such Claim, 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 reasonably appropriate to assist the Lessee in the preservation and enforcement against third parties of the Lessee’s right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim 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 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 actually incurred by 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 Indemnitee in contesting Lessee shall not be liable for any settlement of any such Tax (includingClaim 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 limitationwaiving any rights to indemnification hereunder, all reasonable attorney’s may defend such Claim and accountants’ fees), upon demand by enter into any good faith settlement thereof without the Indemniteeprior written consent of the Lessee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informednot, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or (not to be unreasonably withheld) of the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise Indemnitee, effect any settlement of any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a Claim unless such settlement or compromise pays the contested Tax to the extent agreed upon or makes includes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion unconditional release of the Indemnitee materially adversely affect from all liabilities that are the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of Claim. The parties agree to cooperate in any interest received by reason of payment defense or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences settlement of any such interest-free loanClaim 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. If In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any claim pending or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a)threatened Claim, such Indemnitee shall, if 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 Claim through its own counsel, which shall as soon as practicablebe subject to the reasonable approval of the Indemnitee, but in no event more than thirty on behalf of the Indemnitee (30with full right of subrogation to the Indemnitee’s rights and defenses). The Lessee must indicate its election to assume such defense by written notice to the Indemnitee within forty-five (45) days after following receipt of formal written Indemnitee’s notice of the Tax Claim, or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross 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 net incomefails to respond to the notice within the time period set forth above, the aggregate 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 defense of any such Claim, 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 documents pertaining to the matter to be indemnified and, to the extent known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of the Tax exceeds U.S. $100,000requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 7.1(a). , the Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the be subrogated to any right of Indemnitee in contesting any respect of the matter against which such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by indemnity has been paid. If the Indemnitee. Lessee shall have elected to assume the defense of any such Claim, 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 reasonably appropriate to assist the Lessee in the preservation and enforcement against third parties of the Lessee’s right to of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim and participate in the conduct defense thereof, but the fees and expenses of any proceedings controlled by such counsel shall be at the expense of the Indemnitee to unless the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest Indemnitee and the Lessee shall have been advised by counsel that there exists a conflict of interest in all events such counsel’s representation of the Indemnitee and the Lessee in which case the fees and expenses of such separate counsel shall be kept informedfor 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, to the extent practicable, of material developments relative to such proceedings. The Indemnitee Lessee shall have the right to participate in the conduct not be liable for any settlement of any proceedings controlled by 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 the extent that indemnification hereunder, may defend such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, Claim and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised enter into any good faith settlement thereof without the Lessee’s prior written consent or of the Indemnitee waives its right Lessee. The Lessee shall not, without the prior written consent (not to indemnification hereunder and repays be unreasonably withheld) of the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise Indemnitee, effect any settlement of any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a Claim unless such settlement or compromise pays the contested Tax to the extent agreed upon or makes includes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion unconditional release of the Indemnitee materially adversely affect from all liabilities that are the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of Claim. The parties agree to cooperate in any interest received by reason of payment defense or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences settlement of any such interest-free loanClaim 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. If any claim or claims is or are shall be made against any Tax Indemnitee for or if any proceeding shall be commenced against any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, 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 Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax or proposed TaxIndemnitee shall then contest, notify at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and ifto 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 there exists 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. 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 satisfactory to the Lessee stating that a reasonable basis exists to contest such Tax which satisfies claim or (ii) in the requirements case of ABA Formal Opinion 85-352 (and if an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the provisos of the definition of “Permitted Contest” continue effect that such appeal is more likely than not to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest provided, however, such Tax, and subsequently may Tax Indemnitee shall in no event be required to appeal any an adverse determination (other than to the United States Supreme Court), . The Tax Indemnitee may participate in the appropriate administrative a reasonable manner at its own expense and legal forums; provided, that with its own counsel in all other circumstances, upon notice from any proceeding conducted by the Lessee to such in accordance with the foregoing. Each Tax Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemniteeshall, at the Lessee’s expense, shall contest any supply the Lessee with such information and documents in such Tax (so long Indemnitee’s possession as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred are reasonably requested by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s Lessee and accountants’ fees), upon demand by are necessary or advisable for the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee action, suit or proceeding to the extent that such participation permitted by the Lessee does not interfere with the Indemnitee’s control this Section 7.4. Unless an Event of such contest Default shall have occurred and the Lessee shall in all events be kept informedcontinuing, to the extent practicable, of material developments relative to such proceedings. The no Tax Indemnitee shall have the right enter into any settlement or other compromise with respect to participate in the conduct of any proceedings controlled by the Lessee Claim which is entitled to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised indemnified under this Section 7.4 without the Lessee’s prior written consent or of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee without interest. will not be required to contest a claim with respect to the imposition of any Tax if such Tax Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the waive its right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) 7.4 with respect to such claim only (and any related claim with respect to other taxable years the extent contest of which is precluded as a result of such failure results 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 loss opinion of an effective Tax Indemnitee’s counsel creates substantial authority for the success of such contest. If Applicable Law requires the payment Each of a contested Tax as a condition to, or regardless of, its being contested, Indemnitee and the Lessee chooses to contest such Tax or to direct shall consult in good faith with each other regarding the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery conduct of such Tax (including the amount of any interest received contest controlled by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loaneither.

Contests. If any claim or claims is or are made against any an Indemnitee for any Tax Imposition with respect to which is subject to indemnification as provided in Lessee has an obligation under this Section 7.2(a)16.02 and Lessor has actual notice thereof, Lessor shall cause such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, to promptly notify the Lessee and if, in the reasonable opinion of but failure to so notify the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is shall not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at reduce the Lessee’s expense's obligations hereunder, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee except to the extent that Lessee is thereby precluded from contesting such participation claim or Imposition. If reasonably requested by the Lessee does in writing and provided no Default or Event of Default shall have occurred and is continuing, Lessor, at the sole expense of the Lessee, shall itself (or shall cause such Indemnitee to) in good faith and diligently contest (and not interfere with settle without Lessee's written consent) or shall (or shall cause such Indemnitee to) permit the Indemnitee’s control Lessee, if desired by the Lessee, to contest in the name of the Lessee the validity, applicability or amount of such contest and the Imposition. Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such may contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree or require that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee contest, by (a) resisting payment thereof if practicable, (b) not paying the same except under protest with funds advanced by Lessee on an interest-free basis, if protest is necessary and proper, and (c) if payments be made, using reasonable efforts to receive Rent or obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that, in each such instance, the Lease Balance or Lessor and such Indemnitee shall not be required to undertake any other payment pursuant contest unless: (i) Lessee shall have provided Lessor with an opinion of legal counsel reasonably acceptable to Lessor to the Operative Documentseffect that a reasonable basis exists to contest such claim and, or prior to the commencement of any appeal of an adverse judicial decision, with an opinion of such legal counsel to be effect that a reasonable basis exists to appeal such adverse judicial decision (which opinions -47- shall be obtained at Lessee's sole cost and expense); (ii) such proceedings do not involve a any material risk or danger of the sale, forfeiture or loss of the affected Leased Property Aircraft or any part thereof or interest therein or the imposition of civil or criminal fines, penalties, forfeitures or sanctions against Lessor or such Indemnitee or the creation of any matter described Lien other than a Lien for Impositions not yet due or being contested in good faith by appropriate proceedings, and for payment of which such reserves if any, as are required to be provided under generally accepted accounting principles have been made unless Lessee has provided to Lessor a bond or other security reasonably satisfactory to Lessor (provided that in the provisos case of civil or criminal fines, penalties, forfeitures or sanctions such bond or other security shall be satisfactory to Lessor in its sole discretion) to protect against such risk or danger; (iii) in the event that the subject matter of the contest is of a continuing nature and has previously been decided adversely pursuant to the definition contest provisions of “Permitted Contest.” The failure this Section 16.02 by the highest court to which an appeal could be taken (other than the U.S. Supreme Court), there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided and Lessor shall have received an opinion of independent tax counsel selected by the Lessee and reasonably acceptable to Lessor, which opinion shall be obtained at the Lessee's sole expense, to the effect that, as a result of such change, it is more likely than not that the position which Lessor, an Indemnitee or the Lessee, as the case may be, had asserted in such previous contest would prevail; (iv) no Default or Event of Default shall have occurred and be continuing; (v) prior to the commencement of any contest undertaken by the Lessee or any contest undertaken by Lessor or any Indemnitee with respect to which Lessor or such Indemnitee is required to follow the direction of the Lessee, the Lessee shall have delivered to Lessor a written acknowledgement of its obligations to indemnify fully Lessor and such Indemnitee to the extent that the contest is not successful; (vi) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Imposition, Lessee shall have advanced to Lessor or such Indemnitee sufficient funds (on an interest-free basis) to make such payments, provided, however, that Lessee shall indemnify Lessor and such Indemnitee for any adverse tax consequences resulting from such advance; and (vii) such contest does not involve any Imposition or taxes of any Indemnitee not indemnified hereunder. Lessee shall not be deemed to be in default under any of the above indemnification provisions of this Section 16.02 so long as Lessee shall diligently prosecute a contest in conformity with the requirements of this Section 16.02(c), or in the case where the Lessor or an Indemnitee shall be prosecuting such contest pursuant to this Section 16.02(c), Lessee has fulfilled all of its obligations under this Section 16.02(c) with respect to such contest. Notwithstanding the foregoing, if a claim is made against an Indemnitee which, if successful, would result in an Imposition under circumstances which would require the Lessee to indemnity such Indemnitee, such Indemnitee shall be released from its responsibility to contest timely such claim, or part thereof, if it agrees in writing with Lessee not to seek indemnification from Lessee in respect of the claim, or such part thereof to be contested. In the event an Indemnitee fails diligently to contest, or refuses to permit the Lessee to contest, a claim against it for any Tax or, part thereof which is subject to indemnification under Section 7.2(a) and for which it such Indemnitee has an the obligation to the contest or to permit Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the 16.02, then Lessee has timely requested (with regard shall not be obligated to the time of the initial notification by Indemnitee) that indemnify such Indemnitee contest for such claim shall relieve the Lessee of its obligations to or such Indemnitee under Section 7.2(a) with respect to such claim only part thereof to the extent that Lessee is precluded thereby from contesting any such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, claim and the Lessee chooses to contest Lessor shall cause such Tax or to direct the Indemnitee to contest refund to Lessee to such Tax extent any amounts paid or advanced by Lessee in accordance connection with this Section, then such Imposition that were the Lessee shall provide subject of such claim (plus interest from the Indemnitee with date payment is due at the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan rate established for refunds by the Lessee to the Indemnitee to be repaid by any recovery of authority imposing such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanImposition).

Contests. If (a) Nothing in this Agreement shall be construed to prevent UpREIT from contesting, through its Tax Matters Partner in accordance with the Partnership Agreement as part of the unified audit of the UpREIT, any claim or claims is or are made against in respect of any Indemnitee "partnership" item of the UpREIT that, if successful, would result in an Income Inclusion (a "Partnership Level Issue"). (b) If UpREIT contests a Partnership Level Issue that, if successful, would result in an Income Inclusion, UpREIT's liability for any Tax which is subject to indemnification as provided under Section 4 hereof (other than reasonable costs and expenses described in Section 7.2(a)6(f) of the Agreement) shall, such Indemnitee shall as soon as practicableat UpREIT's election, but in no event more than be deferred until thirty (30) days after receipt a Final Determination of formal written notice such ▇▇▇▇▇ Indemnitee's federal income tax liability in respect of an Income Inclusion. (c) If any audit or proceeding involving an indemnifiable adjustment is being conducted in a proceeding involving such ▇▇▇▇▇ Indemnitee, which cannot be transferred to the Tax or proposed TaxUpREIT as a partnership item (a "▇▇▇▇▇ Level Issue"), such ▇▇▇▇▇ Indemnitee hereby agrees (i) promptly to notify the Lessee and if, UpREIT in the reasonable opinion writing of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 adjustment (and if the provisos failure of the definition of “Permitted Contest” continue such ▇▇▇▇▇ Indemnitee to be satisfied), the Lessee at its expense may, so notify UpREIT shall preclude any indemnity hereunder to the extent permitted UpREIT's right to effect its contest rights hereunder has been precluded by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Taxfailure), and subsequently may appeal any adverse determination (other than ii) upon UpREIT's delivery to of a written opinion of nationally recognized tax counsel reasonably acceptable to such ▇▇▇▇▇ Indemnitee ("Tax Counsel") to the United States Supreme Court)effect that there is a Realistic Possibility of Success upon contest of such ▇▇▇▇▇ Level Issue, such ▇▇▇▇▇ Indemnitee will contest that adjustment by filing a protest and administrative appeal and prosecuting the same in the appropriate administrative and legal forumsgood faith; provided, however, that such ▇▇▇▇▇ Indemnitee will not be obligated to pursue an administrative appeal if such ▇▇▇▇▇ Indemnitee instead pursues relief in all other circumstancesTax Court or a court having refund jurisdiction. (d) If, upon notice from within 30 days following the Lessee failure of such administrative proceedings with respect to a ▇▇▇▇▇ Level Issue, UpREIT delivers to a ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that there is a Realistic Possibility of Success if the proposed adjustment is presented to a court for resolution, then such ▇▇▇▇▇ Indemnitee will contest the proposed adjustment in good faith in the Tax Court or by paying the tax (and any applicable interest and penalties) and suing for refund in the Court of Federal Claims or appropriate Federal District Court. If, within 30 days following a final adverse decision of such court with respect to such ▇▇▇▇▇ Level Issue, UpREIT delivers to such ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that there exists it is more likely than not that such decision would be reversed on appeal, then such ▇▇▇▇▇ Indemnitee will appeal such decision to the appropriate Federal Court of Appeals. With respect to any of the above-described proceedings, such ▇▇▇▇▇ Indemnitee will keep UpREIT and its counsel informed as to the progress of such proceedings, give UpREIT and its counsel the opportunity to review and comment in advance on all written submissions and filings relevant to indemnifiable issues (after making appropriate redactions to preserve the confidentiality of the such ▇▇▇▇▇ Indemnitee return as to other issues), and consider in good faith any suggestions made by UpREIT or its counsel. (e) Such ▇▇▇▇▇ Indemnitee shall present any settlement offer provided to such ▇▇▇▇▇ Indemnitee pursuant to a reasonable ▇▇▇▇▇ Level Issue to UpREIT. If UpREIT recommends acceptance of a settlement offer of a ▇▇▇▇▇ Level Issue or if the Tax Matters Partner recommends acceptance of a settlement offer in respect of a Partnership Level Issue, but such ▇▇▇▇▇ Indemnitee declines to accept such offer in writing within 30 days (if such ▇▇▇▇▇ Indemnitee does not respond within 30 days, such lack of response shall be treated as acceptance of UpREIT's or the Tax Matters Partner's recommendation, respectively), (1) the obligation of UpREIT to make indemnity payments as the result of any such contest or proceedings shall not thereafter exceed the obligation that it would have had if such contest had been settled or proceeding terminated on the basis recommended by UpREIT or the Tax Matters Partner, as applicable, and (2) in the case of a ▇▇▇▇▇ Level Issue, UpREIT shall have no further liability for costs or other expenses in respect of such contest. (f) Notwithstanding the foregoing, such ▇▇▇▇▇ Indemnitee will have no obligation to contest any action with respect to a ▇▇▇▇▇ Level Issue (i) unless such Tax which satisfies items could give rise to a federal income tax liability (disregarding other items in the requirements assessment and considering effects in future years) in excess of ABA Formal Opinion 85$ __________ , (ii) without UpREIT paying when due, reasonable third-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee)party costs and out-of-pocket expenses including reasonable legal, the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied witness and accounting fees and other expenses and, in the case of a Tax on gross proceedings before the Court of Federal Claims or net incomeFederal District Court, the aggregate amount of tax (and any applicable interest and penalties) for which refund is claimed, and (iii) to the Tax exceeds U.S. $100,000). Lessee shall pay extent such ▇▇▇▇▇ Indemnitee waives in writing UpREIT's obligation to indemnify such ▇▇▇▇▇ Indemnitee for such items, in which case all reasonable, third-party costs and out-of-pocket expenses actually described in clause (ii) thereafter incurred and all taxes would be paid by such ▇▇▇▇▇ Indemnitee. (g) such ▇▇▇▇▇ Indemnitee shall not settle any such ▇▇▇▇▇ Level Issue without UpREIT's consent; provided that such ▇▇▇▇▇ Indemnitee shall not be required to contest any proposed adjustment and may settle any such proposed adjustment if such ▇▇▇▇▇ Indemnitee shall waive its right to indemnity under this Agreement with respect to such adjustment and any Income Inclusion that results from such adjustment and, in the case of proceedings before the Court of Federal Claims or Federal District Court, shall pay to UpREIT the amount of tax (and any applicable interest and penalties) previously paid or advanced by UpREIT with respect to such adjustment or the contest of such adjustment under Section 6(f), plus interest at ___% computed from the time such amounts were paid or advanced by UpREIT. (h) Within thirty (30) days after a Final Determination of the liability of such ▇▇▇▇▇ Indemnitee in respect of a ▇▇▇▇▇ Level Issue, UpREIT and each Indemnitee agree to pay each other, as applicable, the net amount of (i) the payment owed by the UpREIT to such ▇▇▇▇▇ Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by indemnification hereunder, not theretofore paid resulting from the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control outcome of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion case of proceedings before the Court of Federal Claims or Federal District Court, the repayment owed by such ▇▇▇▇▇ Indemnitee to UpREIT of the Indemnitee materially adversely affect the right amount of the Lessor tax (and any applicable interest and penalties) previously paid or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required advanced by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) UpREIT with respect to such claim only to adjustment or the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of adjustment under Section 6(f), together with any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect credited to such recovered Tax, payable on a net after-tax basis ▇▇▇▇▇ Indemnitee that is attributable to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanadvance.

Contests. (a) If any claim or claims is or are made against any Indemnitee for any Taxing Authority asserts an Income Tax which is subject to indemnification as provided in Section 7.2(a)Claim, then the party hereto first receiving notice of such Indemnitee Income Tax Claim promptly shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal provide written notice thereof to the other party or parties hereto; provided, however, that the failure of such party to give such prompt notice shall not relieve the Tax or proposed Taxother party of any of its obligations under this Article VIII, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, except to the extent permitted that the other party is actually prejudiced thereby. Such notice shall specify in reasonable detail the basis for such Income Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority. (b) Sellers shall, upon written notice to Buyer, have the right to control, at their own expense, any audit, examination, contest, litigation or other proceeding by Applicable Law and provided or against any Taxing Authority (a “Tax Proceeding”) in respect of the Company or any Company Subsidiary for any taxable period that it has acknowledged in writing its liability for ends on or before the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forumsClosing Date; provided, however, that if such action could have an adverse impact on Buyer, any Affiliate of Buyer or the Company or any Company Subsidiary, (i) Sellers shall provide Buyer with a timely and reasonably detailed account of each phase of such Tax Proceeding, (ii) Sellers shall consult with Buyer before taking any significant action in all other circumstancesconnection with such Tax Proceeding, upon notice (iii) Sellers shall consult with Buyer and offer Buyer an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) Sellers shall defend such Tax Proceeding diligently and in good faith as if they were the only party in interest in connection with such Tax Proceeding, (v) Buyer (or an Affiliate of Buyer) shall be entitled to participate, at its own expense, in such Tax Proceeding and receive copies of any written materials relating to such Tax Proceeding received from the Lessee to such Indemnitee that there exists a reasonable basis to contest relevant Taxing Authority, and (vi) Sellers shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Buyer, which satisfies the requirements of ABA Formal Opinion 85-352 consent shall not be unreasonably withheld, conditioned or delayed. (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in c) In the case of a Tax on gross Proceeding for a Straddle Period of the Company or net incomeany Company Subsidiary, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee Controlling Party shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that control, at its own expense, such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the LesseeTax Proceeding; provided, however, that (i) the Lessee on or before Controlling Party shall provide the date the Indemnitee executes Non-Controlling Party with a settlement or compromise pays the contested timely and reasonably detailed account of each phase of such Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and Proceeding, (ii) the settlement Controlling Party shall consult with the Non-Controlling Party before taking any significant action in connection with such Tax Proceeding, (iii) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party an opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (iv) the Controlling Party shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (v) the Non-Controlling Party shall be entitled to participate in such Tax Proceeding, at its own expense, if such Tax Proceeding could have an adverse impact on the Non-Controlling Party or any of its Affiliates and (vi) the Controlling Party shall not settle, compromise does notor abandon any such Tax Proceeding without obtaining the prior written consent, in the reasonable opinion which consent shall not be unreasonably withheld, conditioned or delayed, of the Indemnitee materially adversely affect Non-Controlling Party if such settlement, compromise or abandonment could have an adverse impact on the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance Non-Controlling Party or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations Affiliates. “Controlling Party” means whichever of Sellers or Buyer is reasonably expected to such Indemnitee under Section 7.2(a) bear the greater Tax liability in connection with a Straddle Period Tax Proceeding, and “Non-Controlling Party” means whichever of Sellers or Buyer is not the Controlling Party with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Straddle Period Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanProceeding.

Contests. If any claim or claims is or are shall be made against any Tax Indemnitee for or if any proceeding shall be commenced against any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal including a written notice of such proceeding) for any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify Concord. Concord shall be entitled, at its expense, to participate in, and, to the extent that Concord desires to, assume and control the defense thereof; provided, however, that Concord shall have acknowledged in writing its and each Lessee's obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, provided further, that Concord shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax or proposed TaxIndemnitee shall then contest, notify at the Lessee sole cost and ifexpense of Concord and such other Lessees, on behalf of Concord with representatives reasonably satisfactory to Concord) 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 a Lessee there exists shall have posted a bond or other security reasonably satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessees which Concord 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 Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee not indemnified by the Lessees. 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 Concord shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to Concord stating that a reasonable basis exists to contest such Tax which satisfies claim or (ii) in the requirements case of ABA Formal Opinion 85-352 (and if an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the provisos of the definition of “Permitted Contest” continue effect that such appeal is more likely than not to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest provided, however, such Tax, and subsequently may Tax Indemnitee shall in no event be required to appeal any an adverse determination (other than to the United States Supreme Court), . The Tax Indemnitee may participate in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest manner at its own expense and with its own counsel in any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported proceeding conducted by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim Concord in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contestforegoing.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. If any claim or claims is or are made against any Indemnitee for any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and ifshall not take action with respect to such Tax without the consent of the Lessee (such consent not to be unreasonably withheld, conditioned or delayed) for thirty (30) days after the receipt of such notice by the Lessee; provided, however, that in the case of any such Tax, if action shall be required by Applicable Law to be taken prior to the end of such period of thirty (30) days, such Indemnitee shall, in such notice to the Lessee, inform the Lessee of such shorter period, and no action shall be taken with respect to such Tax without the consent of the Lessee (such consent not to be unreasonably withheld, conditioned or delayed) before seven (7) days before the end of such shorter period. If, in the reasonable good faith opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law Laws and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies or, in the requirements case of ABA Formal Opinion 85-352 an appeal of adverse judicial determination, the position asserted in such appeal will more likely than not prevail (in each case, as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,00050,000, which amount shall be verified and certified by an independent public accounting firm mutually acceptable to the Lessee and the applicable Indemnitee in accordance with Section 7.2(a)(v). The Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ feesfees and expenses), upon demand by the Indemnitee. The Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.such

Contests. If any claim or claims is or are shall be made against any Tax Indemnitee for or if any proceeding shall be commenced against any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal including a written notice of such proceeding) for any Taxes as to which the Lessees may have an indemnity obligation pursuant to SECTION 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to SECTION 7.4 may be payable, such Tax Indemnitee shall promptly notify ADESA. ADESA shall be entitled, at its expense, to participate in, 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 Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, PROVIDED FURTHER, that ADESA shall not 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 ADESA and the Lessees, on behalf of ADESA with representatives reasonably satisfactory to ADESA or proposed Taxa Lessee) if and to the extent that, notify the Lessee and if, (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 there exists 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 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 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 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 Tax which satisfies claim or (ii) in the requirements case of ABA Formal Opinion 85-352 (and if an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the provisos of the definition of “Permitted Contest” continue effect that such appeal is more likely than not to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest PROVIDED, HOWEVER, such Tax, and subsequently may Tax Indemnitee shall in no event be required to appeal any an adverse determination (other than to the United States Supreme Court), . The Tax Indemnitee may participate in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest manner at its own expense and with its own counsel in any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported proceeding conducted by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim ADESA in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contestforegoing.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. If (a) Whenever a party hereto (the "Indemnitee") becomes aware of the existence of an issue that could increase the liability for any claim Tax, or claims decrease the amount of any refund, of the other party hereto or any member of its Group or require a payment hereunder (an "Indemnity Issue"), the Indemnitee shall in good faith promptly give notice to such other party (the "Indemnitor") of such Indemnity Issue. The failure of any Indemnitee to give such notice shall not relieve any Indemnitor of its obligations under this Agreement, except to the extent that such Indemnitor or its affiliate is actually materially prejudiced by such failure to give notice. (b) The Indemnitor and its representatives, at the Indemnitor's expense, shall be entitled to participate (i) in all conferences, meetings or proceedings with any taxing authority, the subject matter of which is or are made against includes an Indemnity Issue in respect of a Pre-Distribution Period and (ii) in all appearances before any Indemnitee for any Tax court, the subject matter of which is subject to indemnification or includes an Indemnity Issue in respect of a Pre-Distribution Period. (c) Except as provided in Section 7.2(a4.2(d), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85Grace-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee Conn. shall have the right to participate decide as between the parties hereto how any Indemnity Issue for a Pre-Distribution Taxable Period is to be dealt with and finally resolved with the appropriate taxing authority and shall control all Proceedings relating thereto. Grace agrees to cooperate with Grace-Conn. in the settlement of any such Indemnity Issue; provided, however, that Grace-Conn. shall act in good faith in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest Proceedings and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct keep Grace reasonably informed of any proceedings controlled by developments which can reasonably be expected to affect adversely Grace. Such cooperation shall include permitting Grace-Conn. to litigate or otherwise resolve any such Indemnity Issue. It is expressly the Lessee intention of the parties to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contestthis Agreement to take, and the Indemnitee parties shall in take, all events be kept informedactions necessary to establish Grace- Conn. as the sole agent for Tax purposes of each member of the Affiliated Group, as if Grace-Conn. were the common parent of the Affiliated Group, with respect to all combined, consolidated and unitary Tax Returns of the extent practicable, Affiliated Group for the Pre- Distribution Taxable Periods. (d) The parties jointly shall represent the interests of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax Affiliated Group in any Proceeding relating to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; any Straddle Period and (ii) any Foreign Packco Subsidiary in any Proceeding relating to any taxable period that involves an Indemnity Issue. Neither party shall settle any dispute relating to any such period without the consent of the other party (which consent shall not be unreasonably withheld); provided, however, that if either party proposes a settlement and the other party does not consent thereto, the nonconsenting party shall assume control of the Proceeding (and bear all subsequently incurred costs, fees and expenses relating thereto) and the respective liabilities of the parties shall be determined pursuant to Section 6.7 based on the magnitude and likelihood of success of the issues involved in the Proceeding, the reasonableness of the settlement offer, the expense of continuing the Proceeding and other relevant factors. Any other disputes regarding the conduct or compromise does notresolution of any such Proceeding shall be resolved pursuant to Section 6.7. All costs, fees and expenses paid to third parties in the reasonable opinion course of such Proceeding shall be borne by the Indemnitee materially adversely affect parties in the right of same ratio as the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment ratio in which, pursuant to the Operative Documentsterms of this Agreement, or involve a material risk of sale, forfeiture or loss the parties would share the responsibility for payment of the affected Leased Property Taxes asserted by the taxing authority in its claim or any interest therein assessment if such claim or any matter described assessment were sustained in its entirety; provided, however, that in the provisos to event that any party hereto retains its own advisors or experts in connection with any Proceeding, the definition of “Permitted Contestcosts and expenses thereof shall be borne solely by such party.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.

Contests. If any claim or claims is or are shall be made against any Tax Indemnitee for or if any proceeding shall be commenced against any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal including a written notice of such proceeding) for any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify DAP SUB. DAP SUB shall be entitled, at its expense, to participate in, and, to the extent that DAP SUB desires to, assume and control the defense thereof; provided, however, that DAP, if requested to do so by such Tax Indemnitee, shall have acknowledged in writing its and each Lessee's obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, provided further, that DAP SUB shall not 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 DAP and the Lessees, on behalf of DAP with representatives reasonably satisfactory to DAP or proposed Taxa Lessee) if and to the extent that, notify the Lessee and if, (A) in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements Indemnitee, such action, suit or proceeding (x) involves any meaningful risk of ABA Formal Opinion 85-352 (and if the provisos imposition of the definition criminal liability or any material risk of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged civil liability in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any excess of $5,000,000 on such Tax which satisfies the requirements of ABA Formal Opinion 85-352 Indemnitee or (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder y) will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of the sale, forfeiture or loss of, or the creation of the affected any Lien (other than a Permitted Lien) on any Leased Property or any interest therein part thereof unless DAP SUB or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed have posted a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment bond or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loan.other

Contests. If any the Owner Participant receives written notice of a claim or claims is or are by the IRS which, if sustained, together with the amounts required to be paid if such a claim were made against any Indemnitee for any and sustained with respect to the Other Undivided Interest, would result in a Tax which is subject to indemnification as provided Loss requiring the payment of an indemnity by EME in Section 7.2(a)excess of $100,000, then the Owner Participant shall notify EME of such Indemnitee shall as soon as practicable, but in no event more than thirty (30) claim within 10 days after receipt of formal written such notice of from the Tax or proposed TaxIRS and take such action in contesting such claim as EME shall request from time to time, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 including appeals (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, but not to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States U.S. Supreme Court), in provided that: (i) No Lease Event of Default shall have occurred and be continuing; (ii) the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists Owner Participant shall have received a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an written opinion of independent tax counsel counsel, selected by the Owner Participant and reasonably satisfactory to EME, to the Lessee reasonably acceptable effect that, with respect to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall any initial contest any there is a Reasonable Basis for such Tax contest (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied andor, in the case of a judicial appeal, such an opinion to the effect that there is Substantial Authority for the taxpayer’s position); and (iii) EME shall have agreed to pay, on an After-Tax on gross or net incomeBasis, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket costs and expenses actually incurred by the Indemnitee Owner Participant in contesting connection with any such Tax (contest, including, without limitation, all reasonable attorney’s legal and accountants’ fees)other documented out-of-pocket expenses, upon demand and shall have provided the Owner Participant with adequate assurances for the payment thereof. Subject to the foregoing, the Owner Participant may forego any and all administrative appeals, proceedings, hearings and conferences with the IRS in respect of any claim and may, at its sole option, contest the claim in any permissible forum selected by the IndemniteeOwner Participant. Lessee The Owner Participant may, at its sole option, either pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible forum, considering in good faith, however, such requests as EME and its counsel shall make concerning the most appropriate forum in which to proceed and other relevant matters. If the Owner Participant chooses to pay the tax claimed and ▇▇▇ for a refund, EME shall advance to the Owner Participant, on an interest-free basis and with no additional net after-tax cost to the Owner Participant, sufficient funds to pay the tax and interest, penalties and additions to tax payable with respect thereto (to the extent such amount is indemnified against by EME). The Owner Participant shall not settle any claim without EME’s consent; provided, that the Owner Participant shall not be required to contest any proposed adjustment and may settle any such proposed adjustment if the Owner Participant shall waive its right to indemnity with respect to such adjustment and any future adjustments relating to the same issue or issues for which EME’s right to contest shall have been effectively precluded by the right failure to participate contest, and shall pay to EME any amount previously paid or advanced by EME with respect to such adjustment or the contest of such adjustment (other than amounts paid or advanced pursuant to EME’s obligation to pay the costs of the contest). The Owner Participant (i) shall not make payment of any claim for at least 30 days after giving written notice of such claim to EME if such forbearance is permitted by law and shall inform EME in reasonable detail of the nature and extent of and purported basis (to the extent of the Owner Participant’s knowledge thereof) for such claim, (ii) shall consult with and consider in good faith EME’s suggestions regarding the conduct of any proceedings controlled such contest (but the manner in which such contest is conducted shall be determined in all respects by the Indemnitee Owner Participant in its sole discretion) and shall keep EME reasonably informed as to the progress of such contest, and (iii) shall provide EME and its counsel with copies of any correspondence (or excerpts thereof relating to the adjustment or the contest of such adjustment) or excerpts of other written material received by the Owner Participant in connection with the contest and to review and make suggestions on all submissions to the IRS and to any court to the extent such documents and submissions relate to the Tax Loss (it being understood that EME shall not be permitted to review any portions of such participation documents or submissions unrelated to the transactions contemplated by the Lessee does not interfere Operative Documents); provided, however, that in no circumstances shall EME be entitled to review any federal income tax returns of the Owner Participant or any of its Affiliates, EME and its counsel shall maintain confidentiality with the Indemnitee’s control of respect to all such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedingsinformation. The Indemnitee If EME shall have requested the right Owner Participant to participate in contest such claim as above provided and shall have duly complied with all the conduct terms of this Section 8, EME’s liability for indemnification under Section 6 shall, at EME’s election, be deferred until a Final Determination of the liability of the Owner Participant. At such time, EME shall become obligated for the payment of any proceedings controlled by indemnification hereunder resulting from the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control outcome of such contest, and the Indemnitee Owner Participant shall in all events be kept informed, become obligated to refund to EME any amount received as a refund by the Owner Participant or credited to the extent practicableOwner Participant fairly attributable to advances by EME hereunder. Within fifteen (15) days following such Final Determination, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would any amounts due hereunder shall be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder paid first by set-off against each other and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee either (a) EME shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax pay to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion Owner Participant any excess of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including Ml amount due hereunder over the amount of any advances previously made by EME and applied against EME’s indemnity obligation as aforesaid or (b) the Owner Participant shall repay to EME any excess of such advances over such full amount due hereunder, together with any interest received by reason the Owner Participant that is properly attributable to such excess amount of payment or deposit of such advances during the Tax claimed with funds advanced by period such advances were outstanding, and, if EME shall have indemnified the Lessee to the Indemnitee Owner Participant with respect to such recovered Tax, payable on a net after-the adverse tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any advances or payments hereunder, the amount of any tax savings resulting from any payment pursuant to this sentence. Notwithstanding anything to the contrary contained in this Section 8, the Owner Participant shall not be required to contest any claim hereunder if the subject matter thereof shall be of a continuing nature and shall have been previously decided by a court of competent jurisdiction pursuant to the contest provisions of this Section 8, unless there shall have been a change in law (or interpretation thereof) or a change in facts after the date with respect to which such interest-free loanprevious contest shall have been decided, and the Owner Participant shall have received, at EME’s expense, an opinion of independent tax counsel selected by the Owner Participant and reasonably acceptable to EME to the effect that as a result of the change in law (or interpretation thereof) or a change in facts, there is Substantial Authority that the Owner Participant will prevail in such contest.

Contests. If any claim or claims is or are made against any a Tax Indemnitee for any Tax with respect to which is subject to indemnification as provided in Lessee has an obligation under this Section 7.2(a9(c), such Indemnitee Lessor shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal written notice of the cause Tax or proposed Tax, notify the Lessee and if, in the reasonable opinion of the Lessee there exists a reasonable basis to contest such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest such Tax, and subsequently may appeal any adverse determination (other than to the United States Supreme Court), in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without the Lessee’s prior written consent or the Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from promptly notify the Lessee; provided, however, that (i) the failure to so notify Lessee shall not diminish Lessee's obligations to indemnify under this Section 9(c). If reasonably requested by the Lessee in writing and provided no Event of Default shall have occurred and is continuing, Lessor, at the sole expense of the Lessee, shall itself (or shall cause such Tax Indemnitee to) in good faith and diligently contest (and not settle without Lessee's written consent) or shall (or shall cause such Tax Indemnitee to) permit the Lessee, if desired by the Lessee, to contest in the name of the Lessee the validity, applicability or amount of such Tax. Lessor shall cause such Tax Indemnitee to contest, or shall permit the Lessee to contest by (a) resisting payment thereof if practicable, (b) not paying the same except under protest with funds advanced by Lessee on an interest-free basis, if protest is necessary and proper, and (c) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that, in each such instance, the Lessor and such Tax Indemnitee shall not be required to undertake any contest or before permit the date Lessee to contest unless: (A) Lessee shall have provided Lessor and the Tax Indemnitee executes a settlement or compromise pays with an opinion of legal counsel reasonably acceptable to Lessor and the contested Tax Indemnitee to the extent agreed upon effect that a reasonable basis exists to contest such claim (provided, however, that no such opinion shall be necessary in order to contest such claim in meetings with auditors, revenue agents, or makes an indemnification payment in other informal meetings with staff members of the applicable tax authority) and, prior to the Indemnitee in commencement of any appeal of an amount acceptable adverse judicial decision, with an opinion of such legal counsel to the Indemniteeeffect that a reasonable basis exists to appeal such adverse judicial decision (which opinions shall be obtained at Lessee's sole cost and expense); [Amended and Restated Lease Agreement] (iiB) the settlement or compromise does notsuch proceedings, in the sole reasonable opinion discretion of Lessor and the Tax Indemnitee, do not involve any material risk or danger of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property Aircraft or any part thereof or interest therein or the imposition of criminal penalties or sanctions against Lessor or such Tax Indemnitee or the creation of any matter described Lien other than a Lien for Taxes not yet due or being, contested in good faith by appropriate proceedings, and for payment of which such reserves if any, as are required to be provided under generally accepted accounting principles have been made unless Lessee has provided to the Tax Indemnitee a bond or other security reasonably satisfactory to the Tax Indemnitee (provided that in the provisos case of criminal penalties or sanctions such bond or other security shall be satisfactory to the definition Tax Indemnitee in its sole discretion) to protect against such risk or danger; (C) in the event that the subject matter of “Permitted Contestthe contest is of a continuing nature and has previously been decided adversely pursuant to the contest provisions of this Section 9(c) by the highest court to which an appeal could be taken (other than the U.S. Supreme Court), there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided and the Tax Indemnitee shall have received an opinion of independent tax counsel selected by the Lessee and reasonably acceptable to the Tax Indemnitee, which opinion shall be obtained at the Lessee's sole expense, to the effect that, as a result of such change, it is more likely than not that the position which the Tax Indemnitee or the Lessee, as the case may be, had asserted in such previous contest would prevail.” The failure (D) no Event of an Default shall have occurred and be continuing, (E) prior to the commencement of any contest undertaken by the Lessee or any contest undertaken by any Tax Indemnitee, the Lessee shall have delivered to such Tax Indemnitee a written acknowledgment of its obligation to indemnify fully Lessor and such Tax Indemnitee to the extent that the contest timely is not successful; (F) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Tax, Lessee shall have advanced to the Tax Indemnitee sufficient funds (on an interest-free basis) to make such payments, provided, however, that Lessee shall indemnify such Tax Indemnitee for any adverse tax consequences resulting from such advance. Lessee shall not be deemed to be in default under any of the above indemnification provisions of this Section 9(c) so long as Lessee shall diligently prosecute a contest in conformity with the requirements of this Section 9(c)(vi), or in the case where the Lessor or a Tax Indemnitee shall be prosecuting such contest pursuant to [Amended and Restated Lease Agreement] this Section 9(c)(vi), Lessee has fulfilled all of its obligations under this Section 9(c)(vi) with respect to such contest. Notwithstanding the foregoing, if a claim is made against a Tax Indemnitee which, if successful, would result in a Tax under circumstances which would require the Lessee to indemnify such Tax Indemnitee, such Tax Indemnitee shall be released from its responsibility to contest such claim, or part thereof, if it for any agrees in writing with Lessee not to seek indemnification from Lessee in respect of the claim, or such part thereof to be contested. In the event a Tax Indemnitee fails diligently to contest, or refuses to permit the Lessee to contest, a claim or part thereof which is subject to indemnification under Section 7.2(a) and for which it such Tax Indemnitee has an the obligation to the contest or to permit Lessee to contest under this Section 7.2(b) 9(c), then Lessee shall not be obligated to indemnify such Tax Indemnitee for such claim or such part thereof and such Tax Indemnitee shall refund to Lessee any amounts paid or advanced by Lessee in connection with such Tax that were the manner required subject of such claim (plus interest from the date payment is due at the rate established for refunds by Applicable Law the authority imposing such Tax); provided, however, that this sentence shall not apply where a Tax Indemnitee permits the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) with respect to such claim only to the extent such failure results in the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses falls to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including the amount of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loandiligently contest.

Contests. If any claim or claims is or are shall be made against any Tax Indemnitee for or if any proceeding shall be commenced against any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal including a written notice of such proceeding) for any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify the Lessee. The Lessee shall be entitled, at its expense, to participate in, 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 Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax or proposed TaxIndemnitee shall then contest, notify at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and ifto 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 there exists 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. 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 satisfactory to the Lessee stating that a reasonable basis exists to contest such Tax which satisfies claim or (ii) in the requirements case of ABA Formal Opinion 85-352 (and if an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the provisos of the definition of “Permitted Contest” continue effect that such appeal is more likely than not to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest provided, however, such Tax, and subsequently may Tax Indemnitee shall in no event be required to appeal any an adverse determination (other than 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 appropriate administrative Lessee in accordance with the foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such information and legal forums; provided, that documents in all other circumstances, upon notice from such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or advisable for the Lessee to such Indemnitee that there exists a reasonable basis to contest any such Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at the Lessee’s expense, shall contest any such Tax (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee action, suit or proceeding to the extent that such participation permitted by the Lessee does not interfere with the Indemnitee’s control this Section 7.4. Unless an Event of such contest Default shall have occurred and the Lessee shall in all events 57 be kept informedcontinuing, to the extent practicable, of material developments relative to such proceedings. The no Tax Indemnitee shall have the right enter into any settlement or other compromise with respect to participate in the conduct of any proceedings controlled by the Lessee Claim which is entitled to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised indemnified under this Section 7.4 without the Lessee’s prior written consent or of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to indemnification hereunder 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 repays the Taxes advanced by the Lessee as shall not be permitted to contest) a non-interest bearing loan by claim with respect to the Lessee to imposition of any Tax if such Indemnitee without interest. Tax Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the waive its right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) 7.4 with respect to such claim only (and any related claim with respect to other taxable years the extent contest of which is precluded as a result of such failure results 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 loss opinion of an effective Tax Indemnitee's counsel creates substantial authority for the success of such contest. If Applicable Law requires the payment of a contested Each Tax as a condition to, or regardless of, its being contested, Indemnitee and the Lessee chooses to contest such Tax or to direct shall consult in good faith with each other regarding the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery conduct of such Tax (including the amount of any interest received contest controlled by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loaneither.

Contests. If any the Owner Participant receives written notice of a claim or claims is or are made against any Indemnitee for any by the IRS which, if sustained, would result in a Tax which is subject Loss requiring the payment of an indemnity by the Facility Lessee in excess of $50,000 as to indemnification as provided the Facility Interest, then the Owner Participant shall notify the Facility Lessee in Section 7.2(a), writing of such Indemnitee shall as soon as practicable, but in no event more than thirty (30) claim within 20 days after receipt of formal written notice of the Tax or proposed Tax, notify the Lessee and ifand, in the reasonable opinion event that there are less than 20 days in which to respond to such claim, the Owner Participant agrees to request an extension of the Lessee there exists a reasonable basis time to contest such Tax which satisfies claim so that the requirements of ABA Formal Opinion 85-352 (and if the provisos of the definition of “Permitted Contest” continue period remaining to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the initiate such contest is not successful, contest less than 20 days from the date of the Owner Participant's notice to the Facility Lessee of such Taxclaim, and subsequently may the Owner Participant agrees to take such action in contesting such claim as the Facility Lessee shall request from time to time, including, but not limited to, (i) all administrative appeals, proceedings, hearings and conferences with respect to the claim, (ii) seeking a judicial determination with respect to such claim and (iii) the appeal of any adverse judicial determination with respect to such claim (other than but not to the United States U.S. Supreme Court), in provided that: (a) No Lease Event of Default shall have occurred and be continuing; (b) the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from Owner Participant shall not have received prior to the Lessee time before which a response to such Indemnitee that there exists claim is due a reasonable basis to contest any such Tax which satisfies written opinion, from independent tax counsel, selected by the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee Owner Participant and reasonably acceptable to the IndemniteeFacility Lessee, setting forth in reasonable detail the facts and analysis upon which such opinion is based (a copy of which is delivered to the Facility Lessee as soon as practicable after receipt), to the Indemniteeeffect that, at the Lessee’s expensewith respect to any initial contest, shall contest any there is not a Reasonable Basis for such Tax contest, (so long as the provisos of the definition of “Permitted Contest” continue to be satisfied and, or it is not "more likely than not" in the case of a Tax on gross or net income, an appeal of adverse judicial determination); (c) the aggregate amount of the Tax exceeds U.S. $100,000). Facility Lessee shall pay have agreed to pay, on an After-Tax Basis, all reasonable, out-of-pocket reasonable costs and expenses actually incurred by the Indemnitee Owner Participant in contesting connection with any such Tax (contest, including, without limitation, all reasonable attorney’s legal and accountants’ fees)other documented out-of-pocket expenses, upon demand by and shall have provided the Indemnitee. Owner Participant with adequate assurances for the payment thereof; and (d) the Facility Lessee shall have acknowledged in writing its liability to indemnify the Owner Participant in respect of the claim if the contest is Conemaugh Tax Indemnity Agreement not successful; provided, however, that such acknowledgment of liability will not be binding if the contest is resolved on a clearly articulated basis which establishes that the Facility Lessee is not liable to the Owner Participant. Subject to the foregoing, the Owner Participant may forego any and all administrative appeals, proceedings, hearings and conferences with the IRS in respect of any claim and may, at its sole option, contest the claim in any permissible forum selected by the Owner Participant, considering, however, in good faith such requests as the Facility Lessee and its counsel shall make concerning the prudent manner in which to contest such claim. The Owner Participant may, at its sole option, either pay the tax claimed and sue ▇▇▇ a refund or contest the claim in any permissible forum, considering in good faith, however, such requests as the Facility Lessee and its counsel shall make concerning the most appropriate forum in which to proceed and other related matters. If the Owner Participant chooses to pay the tax claimed and sue ▇▇▇ a refund, the Facility Lessee shall advance to the Owner Participant, on an interest-free basis and with no additional net after-tax cost to the Owner Participant, sufficient funds to pay the tax and any interest, penalties and additions to tax payable with respect thereto (to the extent such amount is indemnified-against by the Facility Lessee). The Owner Participant shall not settle any claim without the Facility Lessee's consent; provided, that the Owner Participant shall not be required to contest any proposed adjustment and may settle any such proposed adjustment if, (i) the Owner Participant shall waive its right to participate indemnity with respect to such adjustment and shall pay to the Facility Lessee any amount previously paid or advanced by the Facility Lessee with respect to such adjustment or the contest of such adjustment (other than amounts paid or advanced pursuant to the Facility Lessee's obligations to pay the costs of the contest), or (ii) the subject of such contest has previously been resolved in a Final Determination for a prior taxable year adversely to the Owner Participant, unless the Facility Lessee shall have provided the Owner Participant with an opinion of independent tax counsel, selected by the Facility Lessee and reasonably satisfactory to the Owner Participant, setting forth in reasonable detail the facts and analysis upon which such opinion is based (a copy of which is delivered to the Owner Participant), that as a result of a Tax Law Change or a change in fact, the prior Final Determination is no longer determinative of the issue. The Owner Participant (i) shall not make payment of any claim for at least 30 days after giving written notice of such claim to the Facility Lessee if such Conemaugh Tax Indemnity Agreement forbearance is permitted by law and shall inform the Facility Lessee in reasonable detail of the nature and extent of and purported basis (to the extent of the Owner Participant's knowledge thereof) for such claim, (ii) shall use good faith efforts to consult with and consider in good faith the Facility Lessee's and its counsel's suggestions regarding the conduct of any proceedings controlled such contest (but the manner in which such contest is conducted shall be determined in all respects by the Indemnitee Owner Participant in its sole discretion) and shall keep the Facility Lessee reasonably informed as to the extent that such participation by the Lessee does not interfere with the Indemnitee’s control of such contest and the Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by the Lessee to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control progress of such contest, and (iii) shall provide the Indemnitee shall in all events be kept informed, Facility Lessee and its counsel with copies of any correspondence (or excerpts thereof relating to the extent practicableadjustment or the contest of such adjustment) or excerpts of other written material received by the Owner Participant in connection with the contest and shall provide to the Facility Lessee for comment within a reasonable period of time prior to submission written materials with respect to the claim submitted to the IRS, of material developments relative the courts or administrative tribunals or bodies involved with respect to such proceedings. The Indemnitees agree that a contested claim the issues for which the Facility Lessee would be required to make a reimbursement payment is liable for an indemnity hereunder will (it being understood that the Facility Lessee shall not be settled permitted to review any portions of such documents or compromised without the Lessee’s prior written consent or the Indemnitee waives its right submissions that relate to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee to such Indemnitee without interest. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; provided, that (i) the Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Tax issues unrelated to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to transactions contemplated by the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” ). The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject to indemnification under Section 7.2(a) Facility Lessee and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim its counsel shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) maintain confidentiality with respect to all such claim only information. (a) the Facility Lessee shall pay to the extent such failure results in Owner Participant any excess of the loss of an effective contest. If Applicable Law requires the payment of a contested Tax as a condition to, or regardless of, its being contested, and the Lessee chooses to contest such Tax or to direct the Indemnitee to contest such Tax in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery of such Tax (including full amount due hereunder over the amount of any advances previously made by the Facility Lessee and applied against the Facility Lessee's indemnity obligation as aforesaid or (b) the Owner Participant shall repay to the Facility Lessee any excess of such advances over such full amount due hereunder, together with any interest received by reason the Owner Participant that is properly attributable to such excess amount of payment or deposit of such advances during the period such advances were outstanding, and, if the Facility Conemaugh Tax claimed with funds advanced by Indemnity Agreement Lessee shall have indemnified the Lessee to the Indemnitee Owner Participant with respect to such recovered Tax, payable on a net after-the adverse tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loanadvances or payments hereunder, the amount of any tax savings resulting from any payment pursuant to this sentence.

Contests. If any claim or claims is or are shall be made against any Tax Indemnitee for or if any proceeding shall be commenced against any Tax which is subject to indemnification as provided in Section 7.2(a), such Indemnitee shall as soon as practicable, but in no event more than thirty (30) days after receipt of formal including a written notice of such proceeding) for any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4 may be payable, such Tax Indemnitee shall promptly notify Concord. Concord shall be entitled, at its expense, to participate in, and, to the extent that Concord desires to, assume and control the defense thereof; provided, however, that Concord shall have acknowledged in writing its and each Lessee’s obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, provided further, that Concord shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax or proposed TaxIndemnitee shall then contest, notify at the Lessee sole cost and ifexpense of Concord and such other Lessees, on behalf of Concord with representatives reasonably satisfactory to Concord) 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 a Lessee there exists shall have posted a bond or other security reasonably satisfactory to the relevant Tax Indemnitees in respect to such risk, (B) such proceeding involves Claims not fully indemnified by the Lessees which Concord 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 Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee not indemnified by the Lessees. 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 Concord shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to Concord stating that a reasonable basis exists to contest such Tax which satisfies claim or (ii) in the requirements case of ABA Formal Opinion 85-352 (and if an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the provisos of the definition of “Permitted Contest” continue effect that such appeal is more likely than not to be satisfied), the Lessee at its expense may, to the extent permitted by Applicable Law and provided that it has acknowledged in writing its liability for the Tax at issue if the contest is not successful, contest provided, however, such Tax, and subsequently may Tax Indemnitee shall in no event be required to appeal any an adverse determination (other than to the United States Supreme Court), . The Tax Indemnitee may participate in the appropriate administrative and legal forums; provided, that in all other circumstances, upon notice from the Lessee to such Indemnitee that there exists a reasonable basis to contest manner at its own expense and with its own counsel in any such proceeding conducted by Concord in accordance with the foregoing. Each Tax which satisfies the requirements of ABA Formal Opinion 85-352 (as supported by an opinion of tax counsel to the Lessee reasonably acceptable to the Indemnitee), the IndemniteeIndemnitee shall, at the Lessee’s Lessees’ expense, shall contest any supply Concord with such information and documents in such Tax (so long Indemnitee’s possession as the provisos of the definition of “Permitted Contest” continue to be satisfied and, in the case of a Tax on gross are reasonably requested by Concord and are necessary or net income, the aggregate amount of the Tax exceeds U.S. $100,000). Lessee shall pay all reasonable, out-of-pocket expenses actually incurred by the Indemnitee in contesting any such Tax (including, without limitation, all reasonable attorney’s and accountants’ fees), upon demand by the Indemnitee. Lessee shall have the right advisable for Concord to participate in the conduct of any proceedings controlled by the Indemnitee action, suit or proceeding to the extent that such participation permitted by the Lessee does not interfere with the Indemnitee’s control this Section 7.4. Unless an Event of such contest Default shall have occurred and the Lessee shall in all events be kept informedcontinuing, to the extent practicable, of material developments relative to such proceedings. The no Tax Indemnitee shall have the right enter into any settlement or other compromise with respect to participate in the conduct of any proceedings controlled by the Lessee Claim which is entitled to the extent that such participation by the Indemnitee does not interfere with the Lessee’s control of such contest, and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which the Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised indemnified under this Section 7.4 without the Lessee’s prior written consent or the of Concord, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to indemnification hereunder and repays the Taxes advanced by the Lessee as a non-interest bearing loan by the Lessee be indemnified under this Section 7.4 with respect to such Indemnitee without interestClaim. Indemnitee shall endeavor Notwithstanding anything contained herein to settle or compromise any such contested claim in accordance with written instructions received from the Lessee; providedcontrary, that (i) the a Tax Indemnitee will not be required to contest (and no Lessee shall be permitted to contest except on or before the date the Indemnitee executes its own behalf) a settlement or compromise pays the contested Tax claim with respect to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (ii) the settlement or compromise does not, in the reasonable opinion imposition of the Indemnitee materially adversely affect the right of the Lessor or such Indemnitee to receive Rent or the Lease Balance or any other payment pursuant to the Operative Documents, or involve a material risk of sale, forfeiture or loss of the affected Leased Property or any interest therein or any matter described in the provisos to the definition of “Permitted Contest.” The failure of an Indemnitee to contest timely a claim against it for any Tax which is subject if such Tax Indemnitee shall waive its right to indemnification under Section 7.2(a) and for which it has an obligation to the Lessee to contest under this Section 7.2(b) in the manner required by Applicable Law where the Lessee has timely requested (with regard to the time of the initial notification by Indemnitee) that such Indemnitee contest such claim shall relieve the Lessee of its obligations to such Indemnitee under Section 7.2(a) 7.4 with respect to such claim only (and any related claim with respect to other taxable years the extent contest of which is precluded as a result of such failure results in waiver) and (ii) no Tax Indemnitee shall be required to contest any claim if the loss of an effective contest. If Applicable Law requires the payment subject matter thereof shall be of a contested continuing nature and shall have previously been decided adversely, unless Concord shall have provided to such Tax as Indemnitee an opinion of Tax Indemnitee’s counsel selected by the Tax Indemnitee and reasonably satisfactory to Concord stating that a condition to, or regardless of, its being contested, and the Lessee chooses reasonable basis exists to contest such Tax or to direct the Indemnitee to contest such Tax claim in accordance with this Section, then the Lessee shall provide the Indemnitee with the funds to pay such Tax, such provision of funds to be deemed a non-interest bearing loan by the Lessee to the Indemnitee to be repaid by any recovery light of such adverse decision. Each Tax (including Indemnitee and Concord shall consult in good faith with each other regarding the amount conduct of any interest received by reason of payment or deposit of the Tax claimed with funds advanced by the Lessee to the Indemnitee with respect to such recovered Tax, payable on a net after-tax basis to the Indemnitee) from such contest and any remaining unpaid amount not recovered to offset the Lessee’s obligation to indemnify the Indemnitee for such Tax. Lessee shall indemnify the Indemnitee on a Grossed-Up Basis in accordance with Section 7.4 for and against any adverse consequences of any such interest-free loancontrolled by either.