Common use of Contest Provisions Clause in Contracts

Contest Provisions. If requested by the Lessee in writing, a Tax Indemnified Party shall in good faith contest in the name of such Tax Indemnified Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any Tax by (a) resisting payment thereof, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriate, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (u) such Tax Indemnified Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity on an after-tax basis, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan), on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) all legal, accountants' and investigatory fees and disbursements, (ii) the amount of any interest, penalties or additions to tax (to the date such payment is made) payable as a result of contesting such adjustment, and (iii) if such contest is to be initiated by the payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contest), and (z) such proceedings do not involve any risk (other than a remote risk) of the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond in form and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by Lessee with respect to the most favorable forum for, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event that such Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory to such Tax Indemnified Party. If requested by the Lessee in writing, such Tax Indemnified Party will appeal (or, if desired by such Tax Indemnified Party, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive, at the Lessee's expense, an opinion of independent counsel, selected by such Tax Indemnified Party and reasonably satisfactory to Lessee, to the effect that a more likely than not probability of success exists for such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.

Contest Provisions. If requested by the Lessee in writing, a Tax Indemnified Party shall in good faith contest in the name of such Tax Indemnified Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any Tax by (a) resisting payment thereofIf the Internal Revenue Service or other appropriate taxing authority shall propose an adjustment in the Federal income taxes of Owner Participant for which Lessee may be required to indemnify Owner Participant pursuant to this Article IX, if then Owner Participant shall give Lessee prompt written notice of such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriate, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; adjustment: provided, however, that (u) such Tax Indemnified Party the failure to so notify Lessee shall not be required to relieve Lessee of its obligations under this Article IX unless such failure precludes Lessee from exercising its contest such imposition or proposed adjustment if the aggregate amount of an indemnity on an after-tax basisrights under this Section 9.08. If requested by Lessee in writing within 20 days, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with Owner Participant shall request an opinion of independent tax counsel selected by such Owner Participant's Tax Indemnified Party and reasonably acceptable to the Lessee (Counsel, the cost of which shall be borne by the Lessee) , as to the effect that whether there in a reasonable basis in law or and in fact exists for the contest of such adjustment. If the opinion is to that such Tax Indemnified Party will prevail in such contesteffect and if Lessee promptly (but no later than 15 days thereafter) requests Owner Participant to do so, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to Owner Participant shall contest the claim proposed adjustment in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) good faith unless the aggregate amount of the indemnity that Lessee shall have agreed to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall would be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan), on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) all legal, accountants' and investigatory fees and disbursements, (ii) the amount of any interest, penalties or additions to tax (to the date such payment is made) payable as a result of contesting such adjustment, and (iii) if such contest is to be initiated by the payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contest), and (z) such proceedings do not involve any risk (other than a remote risk) of the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond in form and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by Lessee pay with respect to the most favorable forum for, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event that such Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory to such Tax Indemnified Party. If requested by the Lessee in writing, such Tax Indemnified Party will appeal (or, if desired by such Tax Indemnified Party, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive, at the Lessee's expense, an opinion of independent counsel, selected by such Tax Indemnified Party and reasonably satisfactory to Lessee, to the effect that a more likely than thereto would not probability of success exists for such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contestexceed $200,000; provided, however, that Owner Participant shall determine in its sole discretion the nature of all action to be taken to contest such Tax Indemnified Party proposed adjustment including (i) whether any action to contest such proposed adjustment shall not initially be required by way of judicial or administrative proceedings, or both, (ii) whether any such proposed adjustment shall be contested by resisting payment thereof or by paying the same and seeking a refund thereof and (iii) if Owner Participant shall undertake judicial action with respect to such proposed adjustment, the court or other judicial body before which such action shall be commenced. Although Owner Participant agrees to consult in good faith with Lessee on matters relating to the contest and to consider in good faith timely suggestions from Lessee with respect to the contest (including suggestions as to choice of forum), Owner Participant shall have full control over any contest pursuant to this Section 9.08 and shall not, except as specifically provided below, be obligated to pursue an appeal from any adverse judicial determination determination. Subject to satisfaction of the other conditions set forth in this Section 9.08, Owner Participant shall be obligated to pursue (but only to one additional judicial level and in no event to the United States Supreme Court), with respect to a determination by a court, an appeal with respect to such determination if Owner Participant shall have received, at the expense of Lessee, an opinion of Owner Participant's Tax Counsel to the effect that the basis in law and in fact for Owner Participant's position exceeds the basis in law and in fact against such position. Notwithstanding anything contained At any time, whether before or after commencing to take the action set forth in this subsection 16(g) Section 9.08, Owner Participant may decline to the contrary, no Tax Indemnified Party shall take any such action that it would otherwise be required to contest take pursuant to this Section 9.08 with respect to all or any claim if the subject matter thereof shall be portion of a continuing nature and shall have previously been decided pursuant proposed adjustment by notifying Lessee in writing that Lessee is relieved of its obligations to indemnify Owner Participant with respect to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest adjustment or such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lesseeportion, as the case may be, had asserted in which event Owner Participant shall repay any indemnity amount previously advanced by Lessee with respect to such previous adjustment (but not any costs or expenses with respect to any contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period).

Contest Provisions. If requested by Lessee within thirty (30) days after receipt of the Lessee in writingAdjustment Notice, a Tax Indemnified Party Lessor shall in good faith contest in the name of such Tax Indemnified Party or, or (if requested desired by the Lessor) permit Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability applicability, and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any a Tax or Inclusion Event by (a) resisting not making payment thereofthereof for at least thirty (30) days after providing the Adjustment Notice, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriateunless otherwise required by applicable law or regulations, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (uaa) in the case of an income tax contest, as a condition to the commencement of such Tax Indemnified Party contest, Lessor shall have received a written opinion of its independent tax counsel selected by Lessor and reasonably acceptable to Lessee to the effect that there is a Reasonable Basis for contesting such proposed adjustment, (bb) Lessor shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity the indemnity, on an aftera before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $25,000, (v) no Lessee Event 250,000 in the case of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion administrative contest or less than $500,000 in the case of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such judicial contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (ycc) Lessee shall have agreed in writing to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan)Lessor, on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party Lessor incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) including all reasonable legal, accountants' ', and investigatory fees and disbursements; (dd) a Lessee Event of Default shall not have occurred and be continuing (provided however, (ii) the amount that if a Lessee Event of any interest, penalties or additions to tax (to the date such payment is made) payable Default other than as a result of contesting such adjustment, and (iii) if such contest is to be initiated by the a payment of, and the claiming of a refund fordefault or bankruptcy shall exist, the amount foregoing restriction shall not apply if Lessee posts a bond to secure payment of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and amounts that will fall due in the event such contest is finally determined adversely, of an adverse resolution of the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contestcontroversy), and (zee) such proceedings do Lessor has determined, in good faith, that the contest will not involve any result in a material risk (other than a remote risk) of the sale, loss or forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Leased Facility (unless Lessee has provided to such Tax Indemnified Party Lessor a bond in form and substance or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk Lessor) or the imposition of criminal penalties. Such Tax Indemnified Party will consult with , and (ff) Lessee regarding any shall have acknowledged, in writing, that the contest and will consider in good faith any suggestions made by Lessee is with respect to the most favorable forum fora liability that is Lessee's responsibility under this Schedule 19.2, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event provided however that such Tax Indemnified Party elects acknowledgement is not required other than to permit the Lessee to conduct such contest, extent the independent counsel selected by basis for the Lessee to conduct such contest shall be IRS's claim is or becomes reasonably satisfactory to such Tax Indemnified Partyclear. If requested by the Lessee in writing, such Tax Indemnified Party Lessor will appeal (or, if desired by such Tax Indemnified PartyLessor, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party that Lessor shall receive, at the Lessee's expense, receive an opinion of its independent counsel, tax counsel selected by such Tax Indemnified Party Lessor and reasonably satisfactory acceptable to Lessee, Lessee to the effect that there is substantial authority under ABA Standards and within the meaning of Section 6662 of the Code for a more likely than not probability of success exists for such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment favorable result as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party appeal. Lessor shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.

Contest Provisions. If requested by the Lessee in writing, a Tax Indemnified Indemnifying Party within 30 days after receipt of the Adjustment Notice, such Tax Indemnitee shall in good faith contest in the name of contest, or (if desired by such Tax Indemnified Indemnitee) permit a Tax Indemnifying Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability applicability, and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any a Tax or Inclusion Event by (a) resisting not making payment thereofthereof for at least 30 days after providing the Adjustment Notice, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriateunless otherwise required by applicable Law, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (ui) in the case of an income tax contest, as a condition to the commencement of such contest, such Tax Indemnitee shall have received a written opinion of its independent tax counsel selected by such Tax Indemnitee and reasonably acceptable to Tax Indemnifying Party to the effect that there is a Reasonable Basis for contesting such proposed adjustment, (ii) such Tax Indemnified Party Indemnitee shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity the indemnity, on an aftera before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, 100,000 in the case of item an administrative contest or less than $250,000 in the case of a judicial contest, (iii) below, lend Tax Indemnifying Party shall have agreed in writing to pay to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan)Indemnitee, on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party Indemnitee incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) including all reasonable legal, accountants' ’, and investigatory fees and disbursements, ; (iiiv) the amount Tax Indemnitee has determined, in good faith, that the contest will not result in a material risk of any interest, penalties the loss or additions forfeiture of its Composite Component Ownership Interest (unless Tax Indemnifying Party has provided to tax such Tax Indemnitee a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to such Tax Indemnitee) or the imposition of criminal penalties; (to the date such payment is made) payable as a result of contesting such adjustment, and (iiiv) if such contest is to be initiated by the payment of, and the claiming of a refund forfor such Taxes, Tax Indemnifying Party shall advance the amount of thereof plus, interest, penalties and additions to Tax with respect thereof to such imposition or adjustment, funds sufficient Tax Indemnitee on an interest free basis with no additional after-tax cost to such Tax Indemnitee to make such payment of, and the claiming of a refund for, the amount of shall indemnify such imposition or adjustment, funds sufficient to make Tax Indemnitee against any adverse tax consequences arriving from such payment advance (and in the event if such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's Tax Indemnifying Party’s obligation to indemnify such Tax Indemnified Party Indemnitee for the a Tax which was the subject of such contest), and (zvi) such proceedings do not involve any risk (other than a remote risk) in the case of an income tax contest, Tax Indemnifying Party shall have acknowledged in writing its liability to indemnify the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond Indemnitee in form and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result respect of such sale, forfeiture, or loss or has otherwise protected contested Tax in the event such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there contest is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by Lessee with respect to the most favorable forum for, and the conduct of, such contestunsuccessful; provided, however, that, unless such that Tax Indemnified Indemnifying Party elects to permit Lessee to conduct such contest, such contest shall not be controlled bound by such acknowledgment to the extent there is a Final Determination of the contest which clearly demonstrates that the Tax Indemnified Party and conducted by independent counse selected by Indemnitee is not liable for such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event that such Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory to such Tax Indemnified PartyTax. If requested by the Lessee Tax Indemnifying Party in writing, such Tax Indemnified Party Indemnitee will appeal (or, if desired by such Tax Indemnified PartyIndemnitee, permit the Lessee Tax Indemnifying Party to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) that such Tax Indemnified Party Indemnitee shall receive, at the Lessee's expense, receive an opinion of its independent counsel, tax counsel selected by such Tax Indemnified Party Indemnitee and reasonably satisfactory acceptable to Lessee, such Tax Indemnifying Party to the effect that a it is more likely than not probability under the ABA Standards and within the meaning of success exists for Code Section 6662 that a favorable result will result from such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such appeal. A Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party Indemnitee shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.

Contest Provisions. If requested by (a) The Owner Participant shall notify the Lessee within 30 days of receipt from the Internal Revenue Service of a written proposed or final revenue agent's report, a 30-day letter or a notice of deficiency (as described in Section 6212 of the Code), in which an adjustment is proposed to the federal income taxes of the Owner Participant for which the Lessee would be required to indemnify the Owner Participant pursuant to this Agreement. The failure of the Owner Participant to promptly notify the Lessee pursuant to the preceding sentence shall not relieve the Lessee of its obligation to indemnify the Owner Participant pursuant to this Agreement, except to the extent such failure materially adversely impairs the Lessee's ability to contest such adjustment. If, within 15 days of receipt of notice from the Owner Participant, Lessee requests, in writing, a Tax Indemnified Party the Owner Participant to do so, the Owner Participant shall in good faith contest in the name of such Tax Indemnified Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any Tax by (a) resisting payment thereof, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriate, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (u) such Tax Indemnified Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity on an after-tax basis, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan), on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) all legal, accountants' and investigatory fees and disbursements, (ii) the amount of any interest, penalties or additions to tax (to the date such payment is made) payable as a result of contesting such adjustment, and (iii) if such contest is to be initiated by the payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contest), and (z) such proceedings do not involve any risk (other than a remote risk) of the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond in form and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by the Lessee with respect as to the most favorable forum for, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct method of pursuing such contest, and, provided the Lessee is complying with its obligations under this Section 7, shall not, without the consent of the Lessee, except as provided in this Section 7(a), settle such proposed adjustment; PROVIDED, HOWEVER, that the Owner Participant shall not be obligated to contest such adjustment unless (i) Owner Participant shall be controlled by such Tax Indemnified Party and conducted by have received a written opinion of independent counse tax counsel selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party the Owner Participant and reasonably acceptable to Lessee. In the Lessee ("Tax Counsel") that there is a Reasonable Basis for contesting the matter in question, (ii) the amount of the indemnity potentially payable by Lessee in respect of such adjustment is in excess of $75,000, (iii) no Event of Default shall have occurred and be continuing (PROVIDED, HOWEVER, that if an Event of Default other than as a result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if the Lessee posts a bond to secure payment of amounts that will fall due in the event of an adverse resolution of the controversy), (iv) the Owner Participant has determined, in good faith, that such Tax Indemnified Party elects to permit the contest shall not result in a material risk of the loss or forfeiture of the Aircraft (unless the Lessee has provided to conduct the Owner Participant a bond or other sufficient protection against such contest, the independent counsel selected by the Lessee to conduct such contest shall be risk of loss or forfeiture reasonably satisfactory to the Owner Participant) or the imposition of criminal penalties and (v) the Lessee shall have acknowledged, in writing, that the contest is with respect to a liability that is the Lessee's responsibility pursuant to this Agreement except that the Lessee shall not be bound by its acknowledgment of liability to the extent that the Final Determination articulates conclusions of law and fact that clearly and unambiguously demonstrate that the Lessee is not liable under this Agreement for the contested amounts hereunder. The Owner Participant shall afford Lessee reasonable opportunities to consult with Owner Participant and shall keep Lessee reasonably informed regarding communications from the Internal Revenue Service, or in connection with any judicial proceeding, and the nature of all actions proposed to be taken to contest such Tax Indemnified Partyproposed adjustment and consider in good faith such requests as the Lessee shall make concerning the most appropriate forum and manner in which to proceed, including (w) the arguments to be made in contesting the proposed adjustment, (x) whether any action to contest such proposed adjustment will initially be by way of judicial or administrative proceedings, or both, (y) whether any such proposed adjustment will be contested by resisting payment thereof or by paying the same and seeking a refund thereof and (z) if the Owner Participant shall undertake judicial action with respect to such proposed adjustment, the court or other judicial body before which such action will be commenced; but in all cases the Owner Participant shall have ultimate discretion to determine the nature (and forum) of, and shall control the prosecution of, all such actions. If The Owner Participant shall, if requested by the Lessee in writinga timely written request, such Tax Indemnified Party will appeal (orseek judicial review of any adverse administrative determination and shall, if desired by such Tax Indemnified Party, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement Counsel is of the opinion that such appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive, at the Lessee's expense, an opinion of independent counsel, selected by such Tax Indemnified Party and reasonably satisfactory to Lessee, to the effect that a is more likely than not probability of success exists for such to prevail, appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contestadverse determination by any judicial court; providedPROVIDED, howeverHOWEVER, that such Tax Indemnified Party the Owner Participant shall not be required to appeal any appeal, or seek leave to appeal, an adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained At any time, whether before or after commencing to take the action set forth in this subsection 16(g) Section 7, the Owner Participant may decline to contest or appeal all or any portion of a proposed adjustment, or may compromise or settle any such proposed adjustment, by notifying the Lessee in writing that the Lessee is relieved of its obligation to indemnify the Owner Participant with respect to such adjustment or such portion, as the case may be; PROVIDED, HOWEVER, that the Lessee shall not be obligated to indemnify the Owner Participant hereunder with respect to any other Tax Loss for which a successful contest or appeal is foreclosed as a result of the failure to take action with respect to such contest or appeal (or the settlement or compromise of such contest or appeal without the consent of the Lessee), and the Owner Participant shall repay to the contraryLessee such amounts theretofore advanced or paid by the Lessee related to such adjustment, no Tax Indemnified Party shall be required contest or appeal (other than amounts described in the first sentence of Section 7(b)). Notwithstanding the foregoing, if the Owner Participant notifies the Lessee that it does not wish to contest any claim if an issue which the subject matter thereof shall be of a continuing nature Owner Participant has previously contested in accordance with this Section 7 and shall have previously been decided pursuant which was resolved adversely to the contest provisions of this subsection 16(g) (including Owner Participant for an earlier taxable year in a contest pursuant to judicial proceeding, then unless the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party Owner Participant shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, Counsel that as a result of such a change or new factsin law, it is more likely than not that a contest of the position which such Tax Indemnified Party or matter in question will be successful, the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph Owner Participant shall not require an Tax Indemnified Party be required to file an amended tax return or refund claim for any prior taxable periodcontest such issue.

Contest Provisions. If requested by Lessee within thirty (30) days after receipt of the Lessee in writingAdjustment Notice, a Tax Indemnified Party Lessor shall in good faith contest in the name of such Tax Indemnified Party orcontest, or (if requested desired by the Lessor) permit Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability applicability, and amount of the imposition of any Tax or any proposed adjustment that would give rise TO THE FACILITY LEASE to the proposed imposition of any Tax a Tax, Inclusion Event or Loss by (a) resisting not making payment thereofthereof for at least thirty (30) days after providing the Adjustment Notice, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriateunless otherwise required by applicable law or regulations, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (uaa) in the case of an income tax contest, as a condition to the commencement of such Tax Indemnified Party contest, Lessor shall have received a written opinion of its independent tax counsel selected by Lessor and reasonably acceptable to Lessee to the effect that there is a Reasonable Basis for contesting such proposed adjustment, (bb) Lessor shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity the indemnity, on an aftera before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $25,000, (v) no Lessee Event 250,000 in the case of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion administrative contest or less than $500,000 in the case of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such judicial contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (ycc) Lessee shall have agreed in writing to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan)Lessor, on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party Lessor incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) including all reasonable legal, accountants' ’, and investigatory fees and disbursements; (dd) a Lessee Event of Default shall not have occurred and be continuing (provided however, (ii) the amount that if a Lessee Event of any interest, penalties or additions to tax (to the date such payment is made) payable Default other than as a result of contesting such adjustment, and (iii) if such contest is to be initiated by the a payment of, and the claiming of a refund fordefault or bankruptcy shall exist, the amount foregoing restriction shall not apply if Lessee posts a bond to secure payment of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and amounts that will fall due in the event such contest is finally determined adversely, of an adverse resolution of the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contestcontroversy), and (zee) such proceedings do Lessor has determined, in good faith, that the contest will not involve any result in a material risk (other than a remote risk) of the sale, loss or forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Leased Facility (unless Lessee has provided to such Tax Indemnified Party Lessor a bond in form and substance or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk Lessor) or the imposition of criminal penalties. Such Tax Indemnified Party will consult with , and (ff) Lessee regarding any shall have acknowledged, in writing, that the contest and will consider in good faith any suggestions made by Lessee is with respect to the most favorable forum fora liability that is Lessee’s responsibility under this Schedule 19.2, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event provided however that such Tax Indemnified Party elects acknowledgement is not required other than to permit the Lessee to conduct such contest, extent the independent counsel selected by basis for the Lessee to conduct such contest shall be IRS’s claim is or becomes reasonably satisfactory to such Tax Indemnified Partyclear. If requested by the Lessee in writing, such Tax Indemnified Party Lessor will appeal (or, if desired by such Tax Indemnified PartyLessor, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party that Lessor shall receive, at the Lessee's expense, receive an opinion of its independent counsel, tax counsel selected by such Tax Indemnified Party Lessor and reasonably satisfactory acceptable to Lessee, Lessee to the effect that there is substantial authority under ABA Standards and within the meaning of Section 6662 of the Code for a more likely than not probability of success exists for such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment favorable result as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party appeal. Lessor shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.

Contest Provisions. If Bitstream receives a written notice of any claim by the Internal Revenue Service or a state or local taxing authority that, if sustained, would require Marlborough to pay an indemnity under this Tax Indemnity Agreement (a “Claim”), Bitstream will (a) so notify Marlborough in writing within 30 days of such receipt, (b) if permitted by law, not make payment of the tax claimed for at least 30 days after giving such notice, and (c) if requested by Marlborough in writing within 30 days after receipt of such notice by Marlborough (or, if less, within the Lessee period ending five days prior to the date, including extensions, on which Bitstream is required to respond to the Internal Revenue Service or such state or local taxing authority with respect to such Claim, but in writingno event less than five Business Days after receipt by Marlborough of such written notice from Bitstream), a Tax Indemnified Party shall contest in good faith contest in the name of such Tax Indemnified Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and and/or amount of such adjustment or such action or proposed action by the imposition of Internal Revenue Service or such other taxing authority in any Tax or any proposed adjustment that would give rise to the proposed imposition of any Tax by (a) resisting payment thereof, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriate, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate all administrative and judicial proceedingsforums as may be legally available (including appellate forums in which the administrative or judicial body is required to hear the appeal); provided, however, provided that (u) such Tax Indemnified Party Bitstream shall not be required to initiate or continue any such contest such imposition or proposed adjustment if unless (x) Bitstream shall have received, at the aggregate amount expense of Marlborough, an indemnity on an after-tax basis, would be less than $25,000, (v) no Lessee Event Opinion of Default has occurred and is continuing, (w) such Marlborough’s Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) Counsel to the effect that a reasonable basis in law or in fact exists that there is Substantial Authority for contesting such Tax Indemnified Party will prevail in such contestClaim, (y) Marlborough shall have agreed to pay and shall advance upon demand all reasonable expenses to be incurred by Bitstream to contest such action or proposed action by the Internal Revenue Service or other taxing authority (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements), and (z) in the event that Bitstream elects in its sole discretion to pay the tax claimed and seek a refund thereof, Marlborough shall make an interest free advance to Bitstream in the amount of such tax and interest, additions to tax and penalties thereon, if any, and shall agree to indemnify Bitstream on an After Tax Basis against any adverse tax consequences resulting from such interest free advance. Provided that Marlborough has complied with clauses (x), (y) and (z) of the preceding paragraph, Bitstream shall consult with Marlborough and its counsel in good faith prior to taking any action to contest such Tax Indemnified PartyClaim. Bitstream, at its sole option, may at determine (a) the forum of any time forego judicial contest, and (b) whether to pay the tax claimed and then seek a refund thereof, or not to pay the tax claimed and contest the Claim in the United States Tax Court or other appropriate forum. Upon a Final Determination with respect to the liabilities of Bitstream, or the receipt of a refund by Bitstream (or the application of such refund against other tax liability of Bitstream) with respect to a Claim contested hereunder, Bitstream shall offset against the amount due (including for this purpose any reasonable expenses not otherwise advanced or reimbursed) any amount advanced by Marlborough to Bitstream on an interest free basis pursuant to this Section 5, and all administrative appealseither (q) Marlborough shall pay to Bitstream any excess of such amount due over the amount of such interest free advance, proceedingsor (r) Bitstream shall repay to Marlborough any excess of such interest free advance over such amount due, hearings and conferences with any Taxing Authority in either case within 30 days thereafter and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee if Marlborough shall have agreed paid an indemnity to pay such Tax Indemnified Party (or, in Bitstream with respect to the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan)of any interest free advance, on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) all legal, accountants' and investigatory fees and disbursements, (ii) the amount of any interest, penalties or additions tax savings resulting from any payment by Bitstream to tax (Marlborough pursuant to this sentence that are actually realized in the date such payment is made) payable as a result of contesting such adjustment, and (iii) if such contest is to be initiated by the payment of, and the claiming of a refund for, the amount year of such imposition payment. Any interest received by Bitstream (or adjustmentwhich would have been received but for offset by unrelated matters) in connection with any refund that is allocable to indemnified taxes in respect of which Marlborough has made an interest free advance shall be for the account of Marlborough and shall be paid to Marlborough promptly after receipt thereof by Bitstream, funds sufficient to make such payment of, and the claiming of a refund for, the amount including application of such imposition or adjustmentrefund against other tax liability of Bitstream. Notwithstanding the foregoing, funds sufficient to make such payment (and in the event such contest is finally determined adverselyBitstream, the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contest), and (z) such proceedings do not involve any risk (other than a remote risk) of the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond in form and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider after consulting in good faith with Marlborough and its counsel and with the prior written consent of Marlborough, may refrain from contesting, or enter into a settlement with respect to, any suggestions made by Lessee Claim; provided that Bitstream may refrain from contesting, or may enter into a settlement with respect to, a Claim without consulting with Marlborough and its counsel and receiving Marlborough’s consent if Bitstream expressly and unconditionally waives Bitstream’s rights to the indemnities set forth in Section 3 with respect to the most favorable forum for, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to LesseeClaim. In the event that such Bitstream so expressly and unconditionally waives its rights, Marlborough shall have no liability to Bitstream under this Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory Indemnity Agreement with respect to such Tax Indemnified PartyClaim, and Bitstream shall promptly pay to Marlborough the amount of any interest free advance made to Bitstream pursuant to this Section 5. If requested by the Lessee in writing, such Tax Indemnified Party will appeal (or, if desired by such Tax Indemnified Party, permit the Lessee Bitstream shall provide Marlborough with copies of or reasonable access to appeal) any adverse judicial determination, provided that, as a condition all documents and information to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive, at the Lessee's expense, an opinion of independent counsel, selected by such Tax Indemnified Party and reasonably satisfactory to Lessee, to the effect that a more likely than not probability of success exists for such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant extent relating to the contest provisions reasonably requested by Marlborough (other than tax returns related to periods commencing on or after the Closing Date and other confidential information) and will in good faith keep Marlborough fully informed regarding all relevant aspects of this subsection 16(g) (including any contest. Bitstream shall allow Marlborough and its counsel a contest pursuant reasonable opportunity to comment on all written submissions to the contest provisions hereof extent relating to a Claim, shall consider in good faith its requests concerning the most appropriate forum in which to proceed and other related matters and shall, if requested by Marlborough, consult in good faith with Marlborough’s counsel regarding the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result conduct of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.

Contest Provisions. If requested by the Lessee in writing, a Tax Indemnified Party Indemnifying Participant within 30 days after receipt of the Adjustment Notice, such Tax Indemnitee Participant shall in good faith contest in the name of contest, or (if desired by such Tax Indemnified Party or, if requested by the Lessee and if such contest does not in such Indemnitee) permit a Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, Indemnifying Participant to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability applicability, and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any a Tax or Inclusion Event by (a) resisting not making payment thereofthereof for at least 30 days after providing the Adjustment Notice, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriateunless otherwise required by applicable Law, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (ui) in the case of an income tax contest, as a condition to the commencement of such contest, such Tax Indemnitee Participant shall have received a written opinion of its independent tax counsel selected by such Tax Indemnitee Participant and reasonably acceptable to Tax Indemnifying Participant to the effect that there is a Reasonable Basis for contesting such proposed adjustment, (ii) such Tax Indemnified Party Indemnitee Participant shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity the indemnity, on an aftera before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, 100,000 in the case of item an administrative contest or less than $250,000 in the case of a judicial contest, (iii) below, lend Tax Indemnifying Participant shall have agreed in writing to pay to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan)Indemnitee, on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party Indemnitee Participant incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) including all reasonable legal, accountants' ', and investigatory fees and disbursements, ; (iiiv) the amount Tax Indemnitee Participant has determined, in good faith, that the contest will not result in a material risk of any interest, penalties the loss or additions forfeiture of its Ownership Interest (unless Tax Indemnifying Participant has provided to tax such Tax Indemnitee Participant a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to such Tax Indemnitee) or the imposition of criminal penalties; (to the date such payment is made) payable as a result of contesting such adjustment, and (iiiv) if such contest is to be initiated by the payment of, and the claiming of a refund forfor such Taxes, Tax Indemnifying Participant shall advance the amount of thereof plus, interest, penalties and additions to Tax with respect thereof to such imposition or adjustment, funds sufficient Tax Indemnitee Participant on an interest free basis with no additional after-tax cost to such Tax Indemnitee Participant to make such payment of, and the claiming of a refund for, the amount of shall indemnify such imposition or adjustment, funds sufficient to make Tax Indemnitee Participant against any adverse tax consequences arriving from such payment advance (and in the event if such contest is finally determined adversely, the amount of such loan shall be applied against the LesseeTax Indemnifying Participant's obligation to indemnify such Tax Indemnified Party Indemnitee Participant for the a Tax which was the subject of such contest), and (zvi) such proceedings do not involve any risk (other than a remote risk) in the case of an income tax contest, Tax Indemnifying Participant shall have acknowledged in writing its liability to indemnify the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond Indemnitee Participant in form and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result respect of such sale, forfeiture, or loss or has otherwise protected contested Tax in the event such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there contest is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by Lessee with respect to the most favorable forum for, and the conduct of, such contestunsuccessful; provided, however, that, unless such that Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest Indemnifying Participant shall not be controlled bound by such acknowledgment to the extent there is a Final Determination of the contest which clearly demonstrates that the Tax Indemnified Party and conducted by independent counse selected by Indemnitee Participant is not liable for such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event that such Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory to such Tax Indemnified PartyTax. If requested by the Lessee Tax Indemnifying Participant in writing, such Tax Indemnified Party Indemnitee Participant will appeal (or, if desired by such Tax Indemnified PartyIndemnitee, permit the Lessee Tax Indemnifying Participant to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) that such Tax Indemnified Party Indemnitee Participant shall receive, at the Lessee's expense, receive an opinion of its independent counsel, tax counsel selected by such Tax Indemnified Party Indemnitee Participant and reasonably satisfactory acceptable to Lessee, such Tax Indemnifying Participant to the effect that a it is more likely than not probability under the ABA Standards and within the meaning of success exists for Code Section 6662 that a favorable result will result from such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such appeal. A Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party Indemnitee Participant shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.

Contest Provisions. If requested Each of the Buyer and the Stockholders’ Representative shall promptly notify (a “Tax Claim Notice”) the other upon receipt of notice of any pending or threatened audits, assessments, adjustments, or other proceedings with respect to Taxes for which such other party (or such other party’s Affiliates) may be liable hereunder (each a “Tax Matter”), provided that a party’s failure to comply with this notice provision shall not affect such party’s right to indemnification hereunder unless (and only to the extent that) the other party is materially adversely prejudiced as a consequence of such failure. Such Tax Claim Notice shall include (i) a description in reasonable detail (to the extent known by the Lessee in writing, a Tax such Buyer Indemnified Party shall in good faith contest in the name of such Tax Indemnified Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name (as defined below)) of the Lessee (or permit facts constituting the Lessee, if requested by basis for such claim and the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and amount of the imposition Losses claimed, if known and quantifiable, (ii) a statement that such Buyer Indemnified Party is entitled to indemnification under Section 8.3 and a reasonable explanation of the basis therefor and (iii) a demand for payment in the amount of Losses set forth in the Tax Claim Notice. The Buyer shall have the right to control, conduct, contest, and defend all Tax Matters relating to Taxes or Tax Returns of the Company or any of its Subsidiaries, provided that, the Stockholders’ Representative shall be entitled (at its sole cost and expense) (A) to participate in the defense of and, at its option, after providing written notice to the Buyer, take control of the complete defense of, any Tax or any proposed adjustment that would give rise Matter, but only to the proposed imposition of any Tax by (a) resisting payment thereof, if extent that such Tax Indemnified Party in Matter pertains solely to taxable periods ending on or before the Closing Date, and (B) to employ counsel of its sole and reasonable discretion shall determine such course choice for purposes of action to be appropriatethe foregoing. The Buyer shall, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (u) such Tax Indemnified Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity on an after-tax basis, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (at the cost of which shall the Stockholders’ Representative (provided that the Stockholders’ Representative will only be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan), on demand, all liable for reasonable out-of-pocket costs expenses and such expenses shall be paid first from the Reserve Amount), procure all assistance that the Stockholders’ Representative may reasonably require in relation to any action taken with respect to any Tax Matter with respect to which the Stockholders’ Representative has assumed control in accordance with the immediately preceding sentence. The Buyer shall procure such evidence that the Stockholders’ Representative is authorized to take such action on behalf and in the name of the Surviving Corporation and its Subsidiaries as the Stockholders’ Representative may reasonably request with respect to such Tax Indemnified Party incurs Matter, including responding (in connection writing or otherwise) to any audit inquiry from any Taxing Authority, attending and conducting interviews, meetings, discussions and negotiations with any Taxing Authority, negotiating and reasonably allocable to contesting concluding compromises, agreements and settlements with any Taxing Authority, lodging requests for ruling, opinions or determinations with any Taxing Authority or lodging or instituting objections, applications, appeals and other Litigations with any Taxing Authority, tribunal or court. A party in control of a Tax Matter for which the other party (or such imposition or adjustment, including, without limitation, other party’s Affiliates) may be liable hereunder shall (i) all legal, accountants' keep the other party fully informed regarding the status and investigatory fees progress of such Tax Matter and disbursements, (ii) provide to the amount other party drafts of any interest, penalties correspondence to or additions to tax (to the date such payment is made) payable as a result of contesting such adjustment, and (iii) if such contest is to be initiated by the payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contest), and (z) such proceedings do not involve any risk (other than a remote risk) of the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond in form and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party Taxing Authority and there is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by Lessee with respect to the most favorable forum for, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event that such Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory to such Tax Indemnified Party. If requested by the Lessee in writing, such Tax Indemnified Party will appeal (or, if desired by such Tax Indemnified Party, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement comments of the appeal of such adverse judicial determination, other party (aor its advisors) such Tax Indemnified Party shall receive, at the Lessee's expense, an opinion of independent counsel, selected by such Tax Indemnified Party and reasonably satisfactory with regard to Lessee, to the effect that a more likely than not probability of success exists for such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.such

Contest Provisions. If requested by the Lessee in writing, a Tax Indemnified Indemnifying Party within 30 days after receipt of the Adjustment Notice, such Tax Indemnitee Party shall in good faith contest in the name of contest, or (if desired by such Tax Indemnified Indemnitee) permit a Tax Indemnifying Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability applicability, and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any a Tax or Inclusion Event by (a) resisting not making payment thereofthereof for at least 30 days after providing the Adjustment Notice, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriateunless otherwise required by applicable Law, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (ui) in the case of an income tax contest, as a condition to the commencement of such contest, such Tax Indemnitee Party shall have received a written opinion of its independent tax counsel selected by such Tax Indemnitee Party and reasonably acceptable to Tax Indemnifying Party to the effect that there is a Reasonable Basis for contesting such proposed adjustment, (ii) such Tax Indemnified Indemnitee Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity the indemnity, on an aftera before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, 100,000 in the case of item an administrative contest or less than $250,000 in the case of a judicial contest, (iii) below, lend Tax Indemnifying Party shall have agreed in writing to pay to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan)Indemnitee, on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Indemnitee Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) including all reasonable legal, accountants' ’, and investigatory fees and disbursements, ; (iiiv) the amount Tax Indemnitee Party has determined, in good faith, that the contest will not result in a material risk of any interest, penalties the loss or additions forfeiture of its Xxxx 0 Facility Ownership Interest (unless Tax Indemnifying Party has provided to tax such Tax Indemnitee Party a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to such Tax Indemnitee) or the imposition of criminal penalties; (to the date such payment is made) payable as a result of contesting such adjustment, and (iiiv) if such contest is to be initiated by the payment of, and the claiming of a refund forfor such Taxes, Tax Indemnifying Party shall advance the amount of thereof plus, interest, penalties and additions to Tax with respect thereof to such imposition or adjustment, funds sufficient Tax Indemnitee Party on an interest free basis with no additional after-tax cost to such Tax Indemnitee Party to make such payment of, and the claiming of a refund for, the amount of shall indemnify such imposition or adjustment, funds sufficient to make Tax Indemnitee Party against any adverse tax consequences arriving from such payment advance (and in the event if such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's Tax Indemnifying Party’s obligation to indemnify such Tax Indemnified Indemnitee Party for the a Tax which was the subject of such contest), and (zvi) such proceedings do not involve any risk (other than a remote risk) in the case of an income tax contest, Tax Indemnifying Party shall have acknowledged in writing its liability to indemnify the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond in form and substance reasonably satisfactory to such Tax Indemnified Indemnitee Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result respect of such sale, forfeiture, or loss or has otherwise protected contested Tax in the event such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there contest is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by Lessee with respect to the most favorable forum for, and the conduct of, such contestunsuccessful; provided, however, that, unless such that Tax Indemnified Indemnifying Party elects to permit Lessee to conduct such contest, such contest shall not be controlled bound by such acknowledgment to the extent there is a Final Determination of the contest which clearly demonstrates that the Tax Indemnified Indemnitee Party and conducted by independent counse selected by is not liable for such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event that such Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory to such Tax Indemnified PartyTax. If requested by the Lessee Tax Indemnifying Party in writing, such Tax Indemnified Indemnitee Party will appeal (or, if desired by such Tax Indemnified PartyIndemnitee, permit the Lessee Tax Indemnifying Party to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) that such Tax Indemnified Indemnitee Party shall receive, at the Lessee's expense, receive an opinion of its independent counsel, tax counsel selected by such Tax Indemnified Indemnitee Party and reasonably satisfactory acceptable to Lessee, such Tax Indemnifying Party to the effect that a it is more likely than not probability under the ABA Standards and within the meaning of success exists for Code Section 6662 that a favorable result will result from such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such appeal. A Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Indemnitee Party shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.

Contest Provisions. If requested by if, subsequent to the Lessee in writingClosing, the Purchaser or the Company receives notice of a Tax Indemnified Party shall in good faith contest in with respect to any period with respect to which the name Purchaser can claim a right to indemnification relating to Taxes under this Agreement, then within ten (10) Business Days after receipt of such notice, the Purchaser shall notify the Sellers' Agent of such notice. The Sellers' Agent may elect to control the conduct and resolution of such Pre-Closing Tax Indemnified Party orPeriod contest solely to the extent that such Tax contest relates to a Pre-Closing Tax Period provided that (i) the Sellers' Agent shall permit the Purchaser to participate in such Pre-Closing Tax Period contest (using counsel of its own choosing), if requested by (ii) Sellers' Agent shall keep the Lessee Purchaser reasonably informed of all material developments on a timely basis with respect to any such Pre-Closing Tax Period contest, and if such (iii) the Sellers' Agent shall not enter into any settlement of, otherwise compromise or abandon any Pre-Closing Tax Period contest without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. With respect to any Tax contest (i) involving Tax matters or items that could reasonably be expected to form the basis for a claim of indemnification against the Sellers pursuant to this Agreement and (ii) that the Sellers' Agent does not or cannot elect to control pursuant to the preceding clause, the Purchaser will control such Tax contest, including the defense and settlement thereof; provided that (i) the Purchaser shall permit the Sellers' Agent to participate in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name (using counsel of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any Tax by (a) resisting payment thereof, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriate, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (u) such Tax Indemnified Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity on an after-tax basis, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loanown choosing), on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) all legal, accountants' and investigatory fees and disbursements, (ii) the amount Purchaser shall keep the Sellers' Agent reasonably informed of all material developments on a timely basis with respect to any interest, penalties or additions to tax (to the date such payment is made) payable as a result of contesting such adjustmentTax contest, and (iii) if such contest is to be initiated by the payment Purchaser shall not enter into any settlement of, and the claiming of a refund for, the amount of such imposition otherwise compromise or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's obligation to indemnify abandon any such Tax Indemnified Party for contest without the Tax which was the subject of such contest), and (z) such proceedings do not involve any risk (other than a remote risk) prior written consent of the saleSellers' Agent, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond in form and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by Lessee with respect to the most favorable forum for, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event that such Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory to such Tax Indemnified Party. If requested by the Lessee in writing, such Tax Indemnified Party will appeal (or, if desired by such Tax Indemnified Party, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive, at the Lessee's expense, an opinion of independent counsel, selected by such Tax Indemnified Party and reasonably satisfactory to Lessee, to the effect that a more likely than not probability of success exists for such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party which consent shall not be required to appeal any adverse judicial determination to the United States Supreme Courtunreasonably withheld, conditioned or delayed. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) Each party (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (includingcase of the Sellers' Agent, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)on behalf of the Sellers) or Lessee shall have provided new facts after such claim shall have been so previously decided, and bear its own costs for participating in such Tax Indemnified Party shall have received an opinion contest. To the extent of independent tax counsel selected by such Tax Indemnified Party any inconsistency between this clause 8.7 and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect thatclause 9.3, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph clause 8.7 shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable periodcontrol.

Contest Provisions. If requested by the Lessee in writing, a Tax Indemnified Party shall in good faith contest in the name of such Tax Indemnified Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any Tax by (a) resisting payment thereof, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriate, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (u) such Tax Indemnified Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity on an after-tax basis, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan), on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) all legal, accountants' and investigatory fees and disbursements, (ii) the amount of any interest, penalties or additions to tax (to the date such payment is made) payable as a result of contesting such adjustment, and (iii) if such contest is to be initiated by the payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contest), and (z) such proceedings do not involve any risk (other than a remote risk) of the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond in form and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by Lessee with respect to the most favorable forum for, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse counsel selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event that such Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory to such Tax Indemnified Party. If requested by the Lessee in writing, such Tax Indemnified Party will appeal (or, if desired by such Tax Indemnified Party, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive, at the Lessee's expense, an opinion of independent counsel, selected by such Tax Indemnified Party and reasonably satisfactory to Lessee, to the effect that a more likely than not probability of success exists for such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.

Contest Provisions. If requested by If, subsequent to the Lessee in writingClosing, Parent or the Surviving Corporation receives notice of a Tax Indemnified Party Contest with respect to any Tax Return for a Pre-Closing Tax Period with respect to which Indemnitees claim a right to indemnification under this Agreement, then within fifteen (15) days after receipt of such notice, Parent shall in good faith contest in notify the name Equityholder Representative of such notice; provided, however, that any failure on the part of Parent or the Surviving Corporation to so notify the Equityholder Representative shall not limit any of the obligations of the Indemnitors under Article 10 (except to the extent such failure materially prejudices the defense of such Tax Indemnified Party orContest). Parent shall have the right to control the conduct of all Tax Contests, if requested by including any settlement or compromise thereof, it being understood that reasonable costs and expenses relating to the Lessee and if such contest does not in conduct of such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, Contest constitute indemnifiable Damages pursuant to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any Tax by (a) resisting payment thereof, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriate, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedingsSection 10.02; provided, however, that (u) such Tax Indemnified Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity on an after-tax basis, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan), on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) all legal, accountants' and investigatory fees and disbursementsParent shall keep the Equityholder Representative reasonably informed regarding the progress of any Tax Contest, (ii) the amount of Equityholder Representative shall have the right to participate in any interest, penalties or additions to tax (such Tax Contest to the date such payment is made) payable as extent relating to a result of contesting such adjustmentPre-Closing Tax Period, including having a reasonable opportunity to comment on any written materials prepared in connection with any Tax Contest to the extent relating to a Pre-Closing Tax Period and attending any conferences relating to any Tax Contest to the extent relating to a Pre-Closing Tax Period, and (iii) Parent shall not resolve such Tax Contest in a manner that would reasonably be expected to have an adverse impact on the Indemnitors’ indemnification obligations under this Agreement without the Equityholder Representative’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further, that if Parent receives a binding written offer from the relevant Governmental Authority to settle or compromise any such contest is Tax Contest in full which proposed settlement or compromise would not materially and adversely affect Parent (taking into account Parent’s indemnification rights pursuant to be initiated by this Agreement) but which offer Parent does not accept and, within twenty (20) Business Days of receiving notification of the payment of, and the claiming of a refund for, the amount terms of such imposition settlement or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contest), and (z) such proceedings do not involve any risk (other than a remote risk) of the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein compromise or, if there is such a riskearlier, Lessee has provided ten (10) Business Days prior to the deadline for responding to such Tax Indemnified Party a bond proposed settlement or compromise, the Equityholder Representative provides written notice that (1) it would approve such settlement or compromise in form full without modification and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that (2) the Indemnitors would be suffered by fully liable for the Lessor Damages owed to the Indemnitees as a result of such sale, forfeiture, the proposed settlement or loss or has otherwise protected compromise of such Tax Indemnified Party in a manner acceptable Contest, then the indemnification obligation of the Indemnitors with respect to such Tax Indemnified Party and there is no risk Contest shall not exceed the amount of indemnification to which the Indemnitees would have been entitled if such settlement or the imposition of criminal penaltiescompromise had been accepted. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider Each party shall bear its own costs for participating in good faith any suggestions made by Lessee with respect to the most favorable forum for, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects Contest, except that Indemnitees may be entitled to permit Lessee indemnification for their reasonable third-party costs and expenses pursuant to conduct such contestthis Agreement. “Tax Contest” means any audit, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse selected by such Tax Indemnified Party other administrative proceeding or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lesseeinquiry or judicial proceeding involving Taxes. In the event that such Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory to such Tax Indemnified Party. If requested by the Lessee in writing, such Tax Indemnified Party will appeal (or, if desired by such Tax Indemnified Party, permit the Lessee to appeal) of any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive, at the Lessee's expense, an opinion of independent counsel, selected by such Tax Indemnified Party and reasonably satisfactory to Lessee, to the effect that a more likely than not probability of success exists for such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes conflict or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that overlap between the provisions of this paragraph Section 7.04 and Section 10.06, the provisions of this Section 7.04 shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable periodcontrol.

Contest Provisions. If requested by the Lessee in writing, a Tax Indemnified Indemnifying Party within 30 days after receipt of the Adjustment Notice, such Tax Indemnitee Party shall in good faith contest in the name of contest, or (if desired by such Tax Indemnified Indemnitee) permit a Tax Indemnifying Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability applicability, and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any a Tax or Inclusion Event by (a) resisting not making payment thereofthereof for at least 30 days after providing the Adjustment Notice, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriateunless otherwise required by applicable Law, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (ui) in the case of an income tax contest, as a condition to the commencement of such contest, such Tax Indemnitee Party shall have received a written opinion of its independent tax counsel selected by such Tax Indemnitee Party and reasonably acceptable to Tax Indemnifying Party to the effect that there is a Reasonable Basis for contesting such proposed adjustment, (ii) such Tax Indemnified Indemnitee Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity the indemnity, on an aftera before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, 100,000 in the case of item an administrative contest or less than $250,000 in the case of a judicial contest, (iii) below, lend Tax Indemnifying Party shall have agreed in writing to pay to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan)Indemnitee, on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Indemnitee Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) including all reasonable legal, accountants' ’, and investigatory fees and disbursements, ; (iiiv) the amount Tax Indemnitee Party has determined, in good faith, that the contest will not result in a material risk of any interest, penalties the loss or additions forfeiture of its Unit 2 Ownership Interest (unless Tax Indemnifying Party has provided to tax such Tax Indemnitee Party a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to such Tax Indemnitee) or the imposition of criminal penalties; (to the date such payment is made) payable as a result of contesting such adjustment, and (iiiv) if such contest is to be initiated by the payment of, and the claiming of a refund forfor such Taxes, Tax Indemnifying Party shall advance the amount of thereof plus, interest, penalties and additions to Tax with respect thereof to such imposition or adjustment, funds sufficient Tax Indemnitee Party on an interest free basis with no additional after-tax cost to such Tax Indemnitee Party to make such payment of, and the claiming of a refund for, the amount of shall indemnify such imposition or adjustment, funds sufficient to make Tax Indemnitee Party against any adverse tax consequences arriving from such payment advance (and in the event if such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's Tax Indemnifying Party’s obligation to indemnify such Tax Indemnified Indemnitee Party for the a Tax which was the subject of such contest), and (zvi) such proceedings do not involve any risk (other than a remote risk) in the case of an income tax contest, Tax Indemnifying Party shall have acknowledged in writing its liability to indemnify the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond in form and substance reasonably satisfactory to such Tax Indemnified Indemnitee Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result respect of such sale, forfeiture, or loss or has otherwise protected contested Tax in the event such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there contest is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by Lessee with respect to the most favorable forum for, and the conduct of, such contestunsuccessful; provided, however, that, unless such that Tax Indemnified Indemnifying Party elects to permit Lessee to conduct such contest, such contest shall not be controlled bound by such acknowledgment to the extent there is a Final Determination of the contest which clearly demonstrates that the Tax Indemnified Indemnitee Party and conducted by independent counse selected by is not liable for such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event that such Tax Indemnified Party elects to permit the Lessee to conduct such contest, the independent counsel selected by the Lessee to conduct such contest shall be reasonably satisfactory to such Tax Indemnified PartyTax. If requested by the Lessee Tax Indemnifying Party in writing, such Tax Indemnified Indemnitee Party will appeal (or, if desired by such Tax Indemnified PartyIndemnitee, permit the Lessee Tax Indemnifying Party to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) that such Tax Indemnified Indemnitee Party shall receive, at the Lessee's expense, receive an opinion of its independent counsel, tax counsel selected by such Tax Indemnified Indemnitee Party and reasonably satisfactory acceptable to Lessee, such Tax Indemnifying Party to the effect that a it is more likely than not probability under the ABA Standards and within the meaning of success exists for Code Section 6662 that a favorable result will result from such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such appeal. A Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Indemnitee Party shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.

Contest Provisions. If requested Whenever Buyer becomes aware of the existence of an issue raised by the Lessee any taxing authority which could reasonably be expected to result in writinga determination that would require an indemnity payment under this Agreement (an "Indemnity Issue"), a Tax Indemnified Party Buyer shall in good faith contest in the name promptly give notice to Parent of such Tax Indemnified Party or, if requested by the Lessee and if Indemnity Issue. The failure of Buyer to give such contest does notice shall not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name relieve Parent of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and amount of the imposition of any Tax or any proposed adjustment that would give rise its obligations under this Agreement except to the proposed imposition of any Tax extent Parent is actually materially prejudiced by (a) resisting payment thereofsuch failure to give notice. Parent and its Affiliates, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriateat Parent's expense, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be madeentitled to participate (A) in all conferences, using reasonable efforts to obtain a refund thereof meetings or proceedings with any taxing authority, the subject matter of which is or includes an Indemnity Issue and (B) in appropriate administrative all appearances before any court, the subject matter of which is or includes an Indemnity Issue. Buyer shall control all audits and judicial similar proceedings; provided, however, Buyer shall take such reasonable action in contesting an Indemnity Issue as Parent shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney; provided that (ui) such Tax Indemnified Party shall not be within fifteen days after the notice required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity on an after-tax basis, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party by this Section 3 has been provided delivered, Parent requests that such claim be contested; (ii) prior to taking such action, Parent shall have furnished Buyer with an opinion of independent tax counsel selected Dechert (or other national law or accounting firm of recognized standing chosen by such Tax Indemnified Party Parent and reasonably acceptable to the Lessee (the cost of which shall be borne by the LesseeBuyer) to the effect that a reasonable basis there exists "substantial authority" within the meaning of Code Section 6662 for the position to be asserted by Buyer in law or contesting the Indemnity Issue; (iii) prior to taking such action Parent shall have acknowledged in fact exists that such Tax Indemnified Party will writing its obligation to indemnify Buyer hereunder in the event Buyer does not prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any contest with respect to the Indemnity Issue and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee Parent shall have agreed to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis indemnify and reimburse (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan)indemnify and reimburse) Buyer, on demanddemand from time to time, all reasonable out-of-pocket costs costs, fees and expenses which such Tax Indemnified Party incurs that the Buyer Group may reasonably incur in connection with and reasonably allocable to contesting such imposition or adjustmentIndemnity Issue, including, without limitation, (iA) all legal, reasonable attorneys' and accountants' and investigatory fees and disbursements, disbursements and (iiB) the amount of any interest, penalties or additions to tax (to the date such payment is made) indemnified hereunder that may ultimately be payable as a result of contesting such adjustment, Indemnity Issue; (iv) such action would not likely increase the amount of Taxes payable by the Buyer Group for which Parent is not obligated to indemnify the Buyer Group; and (iiiv) if such contest the Buyer Group is requested by Parent to be initiated by pay the payment ofTax claimed and xxx for a refund, and or if the claiming of a refund forIndemnity Issue is otherwise paid, Parent shall have advanced to the Buyer Group, on an interest-free basis, the amount of such imposition claim. In the event any of the above conditions is or adjustment, funds sufficient to make such payment ofbecomes unsatisfied (x) the Buyer Group may defend against, and consent to the claiming entry of a refund forany judgment or enter into any settlement with respect to, the amount of such imposition or adjustment, funds sufficient to make such payment Indemnity Issue in any manner it may deem appropriate (and the Buyer Group need not consult with, or obtain any consent from, Parent in connection therewith), (y) Parent will reimburse the event such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party Buyer Group promptly and periodically for the Tax which was the subject costs of defending against such contestIndemnity Issue (including reasonable attorneys' fees and expenses), and (z) such proceedings do not involve Parent will remain responsible for any risk (Taxes and other than a remote risk) liabilities the Buyer Group may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Indemnity Issue to the fullest extent provided in this Agreement. If Parent shall have requested the Buyer Group to contest an adjustment and have complied with each of the sale, forfeiture or loss of the Aircraftterms and conditions set forth above, the Airframe, Buyer Group shall not settle or compromise any Serviced Engine or any Part or interest therein or, if there adjustment for which indemnity is such a risk, Lessee has provided sought hereunder without the written consent of Parent (which consent shall not be unreasonably withheld) unless it simultaneously releases Parent from its obligations to such Tax Indemnified Party a bond in form indemnify and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by reimburse the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by Lessee Buyer Group with respect to the most favorable forum forissues so settled or compromised, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In in the event that the Buyer Group concludes such Tax Indemnified Party elects to permit the Lessee to conduct such contesta settlement or compromise without Parent's written consent, the independent counsel selected by the Lessee to conduct such contest Parent shall be reasonably satisfactory deemed conclusively to have been so released. If Parent shall be willing to accept any settlement proposed by any taxing authority with respect to an Indemnity Issue as to which Parent has an indemnity obligation hereunder, but the Buyer Group refuses to approve such settlement, Parent's obligations to indemnify the Buyer Group with respect to such Tax Indemnified Partyissue shall thereafter be limited in amount to the amount Parent would have been required to pay pursuant to such settlement. The Buyer Group shall cooperate with Parent in order to contest effectively any Indemnity Issue. If requested by the Lessee in writing, such Tax Indemnified Party will appeal (or, if desired by such Tax Indemnified Party, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive, at the Lessee's expense, an opinion of independent counsel, selected by such Tax Indemnified Party and reasonably satisfactory to Lessee, to the effect that a more likely than not probability of success exists for such appeal and (b) Lessee Parent shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required requested Buyer to contest any claim if the subject matter thereof shall be of a continuing nature Indemnity Issue as above provided and shall have previously duly complied with all terms of this Section 3, Parent's liability with respect to such indemnity obligation as a consequence of such Indemnity Issue shall become fixed upon a Final Determination of the liability of Buyer for the Tax claimed, and Parent shall, within five days of such final determination, pay to Buyer the full amount due hereunder. For purposes of this agreement, a "Final Determination" shall be deemed to occur when (i) there is a decision, judgment, decree or other order by any court of competent jurisdiction, which decision, judgment, decree or other order has become final, I.E., all allowable appeals have been decided pursuant exhausted by either party to the contest provisions of this subsection 16(gaction, (ii) there is a closing agreement under Code Section 7121 or (including a contest pursuant to iii) the contest provisions hereof in which the Tax Indemnified Party may be required to contest such time for instituting a claim for refund has expired, or if there shall have been a change in claim was filed, the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim time for any prior taxable periodinstituting suit with respect thereto has expired.

Contest Provisions. If requested by Lessee within thirty (30) days after receipt of the Lessee in writingAdjustment Notice, a Tax Indemnified Party Lessor shall in good faith contest in the name of such Tax Indemnified Party orcontest, or (if requested desired by the Lessor) permit Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability applicability, and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any Tax a Tax, Inclusion Event or Loss by (a) resisting not making payment thereofthereof for at least thirty (30) days after providing the Adjustment Notice, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriateunless otherwise required by applicable law or regulations, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (uaa) in the case of an income tax contest, as a condition to the commencement of such Tax Indemnified Party contest, Lessor shall have received a written opinion of its independent tax counsel selected by Lessor and reasonably acceptable to Lessee to TO THE FACILITY LEASE the effect that there is a Reasonable Basis for contesting such proposed adjustment, (bb) Lessor shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity the indemnity, on an aftera before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $25,000, (v) no Lessee Event 250,000 in the case of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion administrative contest or less than $500,000 in the case of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such judicial contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (ycc) Lessee shall have agreed in writing to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan)Lessor, on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party Lessor incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) including all reasonable legal, accountants' ’, and investigatory fees and disbursements; (dd) a Lessee Event of Default shall not have occurred and be continuing (provided however, (ii) the amount that if a Lessee Event of any interest, penalties or additions to tax (to the date such payment is made) payable Default other than as a result of contesting such adjustment, and (iii) if such contest is to be initiated by the a payment of, and the claiming of a refund fordefault or bankruptcy shall exist, the amount foregoing restriction shall not apply if Lessee posts a bond to secure payment of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and amounts that will fall due in the event such contest is finally determined adversely, of an adverse resolution of the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contestcontroversy), and (zee) such proceedings do Lessor has determined, in good faith, that the contest will not involve any result in a material risk (other than a remote risk) of the sale, loss or forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Leased Facility (unless Lessee has provided to such Tax Indemnified Party Lessor a bond in form and substance or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk Lessor) or the imposition of criminal penalties. Such Tax Indemnified Party will consult with , and (ff) Lessee regarding any shall have acknowledged, in writing, that the contest and will consider in good faith any suggestions made by Lessee is with respect to the most favorable forum fora liability that is Lessee’s responsibility under this Schedule 19.2, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct such contest, such contest shall be controlled by such Tax Indemnified Party and conducted by independent counse selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee. In the event provided however that such Tax Indemnified Party elects acknowledgement is not required other than to permit the Lessee to conduct such contest, extent the independent counsel selected by basis for the Lessee to conduct such contest shall be IRS’s claim is or becomes reasonably satisfactory to such Tax Indemnified Partyclear. If requested by the Lessee in writing, such Tax Indemnified Party Lessor will appeal (or, if desired by such Tax Indemnified PartyLessor, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party that Lessor shall receive, at the Lessee's expense, receive an opinion of its independent counsel, tax counsel selected by such Tax Indemnified Party Lessor and reasonably satisfactory acceptable to Lessee, Lessee to the effect that there is substantial authority under ABA Standards and within the meaning of Section 6662 of the Code for a more likely than not probability of success exists for such appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment favorable result as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contest; provided, however, that such Tax Indemnified Party appeal. Lessor shall not be required to appeal any adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained in this subsection 16(g) to the contrary, no Tax Indemnified Party shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this subsection 16(g) (including a contest pursuant to the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, as a result of such change or new facts, it is more likely than not that the position which such Tax Indemnified Party or the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph shall not require an Tax Indemnified Party to file an amended tax return or refund claim for any prior taxable period.

Contest Provisions. If requested by (a) The Owner Participant shall notify the Lessee within 30 days of receipt from the Internal Revenue Service of a written proposed or final revenue agent's report, a 30-day letter or a notice of deficiency (as described in Section 6212 of the Code), in which an adjustment is proposed to the federal income taxes of the Owner Participant for which the Lessee would be required to indemnify the Owner Participant pursuant to this Agreement. The failure of the Owner Participant to promptly notify the Lessee pursuant to the preceding sentence shall not relieve the Lessee of its obligation to indemnify the Owner Participant pursuant to this Agreement, except to the extent such failure materially adversely impairs the Lessee's ability to contest such adjustment. If, within 15 days of receipt of notice from the Owner Participant, Lessee requests, in writing, a Tax Indemnified Party the Owner Participant to do so, the Owner Participant shall in good faith contest in the name of such Tax Indemnified Party or, if requested by the Lessee and if such contest does not in such Tax Indemnified Party's reasonable discretion involve or potentially involve taxes imposed on such Tax Indemnified Party that are not indemnified against hereunder, to contest in the name of the Lessee (or permit the Lessee, if requested by the Lessee, to contest in the name of the Lessee or the Tax Indemnified Party) the validity, applicability and amount of the imposition of any Tax or any proposed adjustment that would give rise to the proposed imposition of any Tax by (a) resisting payment thereof, if such Tax Indemnified Party in its sole and reasonable discretion shall determine such course of action to be appropriate, (b) not paying the same except under protest, if protest is necessary and proper, or (c) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (u) such Tax Indemnified Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of an indemnity on an after-tax basis, would be less than $25,000, (v) no Lessee Event of Default has occurred and is continuing, (w) such Tax Indemnified Party has been provided with an opinion of independent tax counsel selected by such Tax Indemnified Party and reasonably acceptable to the Lessee (the cost of which shall be borne by the Lessee) to the effect that a reasonable basis in law or in fact exists that such Tax Indemnified Party will prevail in such contest, (x) such Tax Indemnified Party, at its sole option, may at any time forego any and all administrative appeals, proceedings, hearings and conferences with any Taxing Authority and, in lieu thereof, continue to contest the claim in any permissible judicial forum selected -51- by such Tax Indemnified Party, (y) Lessee shall have agreed to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to such Tax Indemnified Party on an interest-free basis (and in such case pay any additional amount as shall be required to hold such Tax Indemnified Party harmless on a net after-tax basis from any adverse tax consequences attributable to the loan), on demand, all reasonable out-of-pocket costs and expenses which such Tax Indemnified Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including, without limitation, (i) all legal, accountants' and investigatory fees and disbursements, (ii) the amount of any interest, penalties or additions to tax (to the date such payment is made) payable as a result of contesting such adjustment, and (iii) if such contest is to be initiated by the payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a refund for, the amount of such imposition or adjustment, funds sufficient to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against the Lessee's obligation to indemnify such Tax Indemnified Party for the Tax which was the subject of such contest), and (z) such proceedings do not involve any risk (other than a remote risk) of the sale, forfeiture or loss of the Aircraft, the Airframe, any Serviced Engine or any Part or interest therein or, if there is such a risk, Lessee has provided to such Tax Indemnified Party a bond in form and substance reasonably satisfactory to such Tax Indemnified Party in an amount sufficient to protect such Tax Indemnified Party from any detriment that would be suffered by the Lessor as a result of such sale, forfeiture, or loss or has otherwise protected such Tax Indemnified Party in a manner acceptable to such Tax Indemnified Party and there is no risk or the imposition of criminal penalties. Such Tax Indemnified Party will consult with Lessee regarding any contest and will consider in good faith any suggestions made by the Lessee with respect as to the most favorable forum for, and the conduct of, such contest; provided, however, that, unless such Tax Indemnified Party elects to permit Lessee to conduct method of pursuing such contest, and, provided the Lessee is complying with its obligations under this Section 7, shall not, without the consent of the Lessee, except as provided in this Section 7(a), settle such proposed adjustment; PROVIDED, HOWEVER, that the Owner Participant shall not be obligated to contest such adjustment unless (i) Owner Participant shall be controlled by such Tax Indemnified Party and conducted by have received a written opinion of independent counse tax counsel selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party the Owner Participant and reasonably acceptable to Lessee. In the Lessee ("Tax Counsel") that there is a Reasonable Basis for contesting the matter in question, (ii) the amount of the indemnity potentially payable by Lessee in respect of such adjustment is in excess of $75,000, (iii) no Lease Event of Default shall have occurred and be continuing (PROVIDED, HOWEVER, that if a Lease Event of Default other than as a result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if the Lessee posts a bond to secure payment of amounts that will fall due in the event of an adverse resolution of the controversy), (iv) the Owner Participant has determined, in good faith, that such Tax Indemnified Party elects to permit the contest shall not result in a material risk of the loss or forfeiture of the Aircraft (unless the Lessee has provided to conduct the Owner Participant a bond or other sufficient protection against such contest, the independent counsel selected by the Lessee to conduct such contest shall be risk of loss or forfeiture reasonably satisfactory to the Owner Participant) or the imposition of criminal penalties and (v) the Lessee shall have acknowledged, in writing, that the contest is with respect to a liability that is the Lessee's responsibility pursuant to this Agreement except that the Lessee shall not be bound by its acknowledgment of liability to the extent that the Final Determination articulates conclusions of law and fact that clearly and unambiguously demonstrate that the Lessee is not liable under this Agreement for the contested amounts hereunder. The Owner Participant shall afford Lessee reasonable opportunities to consult with Owner Participant and shall keep Lessee reasonably informed regarding communications from the Internal Revenue Service, or in connection with any judicial proceeding, and the nature of all actions proposed to be taken to contest such Tax Indemnified Partyproposed adjustment and consider in good faith such requests as the Lessee shall make concerning the most appropriate forum and manner in which to proceed, including (w) the arguments to be made in contesting the proposed adjustment, (x) whether any action to contest such proposed adjustment will initially be by way of judicial or administrative proceedings, or both, (y) whether any such proposed adjustment will be contested by resisting payment thereof or by paying the same and seeking a refund thereof and (z) if the Owner Participant shall undertake judicial action with respect to such proposed adjustment, the court or other judicial body before which such action will be commenced; but in all cases the Owner Participant shall have ultimate discretion to determine the nature (and forum) of, and shall control the prosecution of, all such actions. If The Owner Participant shall, if requested by the Lessee in writinga timely written request, such Tax Indemnified Party will appeal (orseek judicial review of any adverse administrative determination and shall, if desired by such Tax Indemnified Party, permit the Lessee to appeal) any adverse judicial determination, provided that, as a condition to the commencement Counsel is of the opinion that such appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive, at the Lessee's expense, an opinion of independent counsel, selected by such Tax Indemnified Party and reasonably satisfactory to Lessee, to the effect that a is more likely than not probability of success exists for such to prevail, appeal and (b) Lessee shall have acknowledged its liability to such Indemnified Party for an indemnity payment as a result of such tax claim if such Tax Indemnified Party shall not prevail in the contestadverse determination by any judicial court; providedPROVIDED, howeverHOWEVER, that such Tax Indemnified Party the Owner Participant shall not be required to appeal any appeal, or seek leave to appeal, an adverse judicial determination to the United States Supreme Court. Notwithstanding anything contained At any time, whether before or after commencing to take the action set forth in this subsection 16(g) Section 7, the Owner Participant may decline to contest or appeal all or any portion of a proposed adjustment, or may compromise or settle any such proposed adjustment, by notifying the Lessee in writing that the Lessee is relieved of its obligation to indemnify the Owner Participant with respect to such adjustment or such portion, as the case may be; PROVIDED, HOWEVER, that the Lessee shall not be obligated to indemnify the Owner Participant hereunder with respect to any other Tax Loss for which a successful contest or appeal is foreclosed as a result of the failure to take action with respect to such contest or appeal (or the settlement or compromise of such contest or appeal without the consent of the Lessee), and the Owner Participant shall repay to the contraryLessee such amounts theretofore advanced or paid by the Lessee related to such adjustment, no Tax Indemnified Party shall be required contest or appeal (other than amounts described in the first sentence of Section 7(b)). Notwithstanding the foregoing, if the Owner Participant notifies the Lessee that it does not wish to contest any claim if an issue which the subject matter thereof shall be of a continuing nature Owner Participant has previously contested in accordance with this Section 7 and shall have previously been decided pursuant which was resolved adversely to the contest provisions of this subsection 16(g) (including Owner Participant for an earlier taxable year in a contest pursuant to judicial proceeding, then unless the contest provisions hereof in which the Tax Indemnified Party may be required to contest such a claim if there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative ruling and court decisions)) or Lessee shall have provided new facts after such claim shall have been so previously decided, and such Tax Indemnified Party Owner Participant shall have received an opinion of independent tax counsel selected by such Tax Indemnified Party and approved by the Lessee (the cost of which shall be borne by the Lessee) to the effect that, Counsel that as a result of such a change or new factsin law, it is more likely than not that a contest of the position which such Tax Indemnified Party or matter in question will be successful, the Lessee, as the case may be, had asserted in such previous contest, would prevail; PROVIDED that the provisions of this paragraph Owner Participant shall not require an Tax Indemnified Party be required to file an amended tax return or refund claim for any prior taxable periodcontest such issue.