Common use of Contest Provisions Clause in Contracts

Contest Provisions. If requested by Lessee within thirty (30) days after receipt of the Adjustment Notice, Lessor shall in good faith contest or (if desired by Lessor) permit Lessee to contest the validity, applicability, and amount of any proposed adjustment that would give rise to a Tax or Inclusion Event by (a) not making payment thereof for at least thirty (30) days after providing the Adjustment Notice, unless otherwise required by applicable law or regulations, (b) not paying same except under protest, if protest is necessary and proper, or (c) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, that (aa) in the case of an income tax contest, as a condition to the commencement of such 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 proposed adjustment if the aggregate amount of the indemnity, on a before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $250,000 in the case of an administrative contest or less than $500,000 in the case of a judicial contest, (cc) Lessee shall have agreed in writing to pay to Lessor, on demand, all reasonable out-of-pocket costs and expenses which Lessor incurs in connection with and reasonably allocable to contesting such adjustment, 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, that if a Lessee Event of Default other than as a result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if Lessee posts a bond to secure payment of amounts that will fall due in the event of an adverse resolution of the controversy), (ee) Lessor has determined, in good faith, that the contest will not result in a material risk of the loss or forfeiture of the Leased Facility (unless Lessee has provided to Lessor a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to Lessor) or the imposition of criminal penalties, and (ff) Lessee shall have acknowledged, in writing, that the contest is with respect to a liability that is Lessee's responsibility under this Schedule 19.2, provided however that such acknowledgement is not required other than to the extent the basis for the IRS's claim is or becomes reasonably clear. If requested by Lessee in writing, Lessor will appeal (or, if desired by Lessor, permit Lessee to appeal) any adverse judicial determination, provided that Lessor shall receive an opinion of its independent tax counsel selected by Lessor and reasonably acceptable to Lessee to the effect that there is substantial authority under ABA Standards and within the meaning of Section 6662 of the Code for a favorable result as a result of such appeal. Lessor shall not be required to appeal any adverse judicial determination to the United States Supreme Court.

Contest Provisions. If requested by the Lessee within thirty (30) days after receipt of the Adjustment Noticein writing, Lessor 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 (if desired by Lessor) permit Lessee 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 a the proposed imposition of any Tax or Inclusion Event by (a) not making resisting payment thereof for at least thirty (30) days after providing the Adjustment Noticethereof, unless otherwise required by applicable law or regulationsif 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 is shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (aau) in the case of an income tax contest, as a condition to the commencement of such 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 Tax Indemnified Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of the indemnity, an indemnity on a beforean after-tax basis, together with the amounts payable with respect to any future related claim, would be less than $250,000 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 the case of an administrative contest law or less than $500,000 in the case of a judicial fact exists that such Tax Indemnified Party will prevail in such contest, (ccx) 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 in writing to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to Lessorsuch 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 Lessor such Tax Indemnified Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including including, without limitation, (i) all reasonable legal, accountants', ' and investigatory fees and disbursements; , (ddii) a Lessee Event the amount of Default shall not have occurred and be continuing any interest, penalties or additions to tax (provided however, that if a Lessee Event of Default other than 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 payment default or bankruptcy shall existrefund for, the foregoing restriction shall not apply if Lessee posts amount of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a bond refund for, the amount of such imposition or adjustment, funds sufficient to secure make such payment of amounts that will fall due (and in the event such contest is finally determined adversely, the amount of an adverse resolution 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 controversy)sale, (ee) Lessor has determined, in good faith, that the contest will not result in a material risk forfeiture or loss of the loss Aircraft, the Airframe, any Serviced Engine or forfeiture of the Leased Facility (unless any Part or interest therein or, if there is such a risk, Lessee has provided to Lessor such Tax Indemnified Party a bond or other sufficient protection against such risk of loss or forfeiture in form and substance reasonably satisfactory to Lessor) 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 (ff) will consider in good faith any suggestions made by Lessee shall have acknowledged, in writing, that the contest is with respect to a liability that is 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's responsibility under this Schedule 19.2, provided however . In the event that such acknowledgement is not required other than Tax Indemnified Party elects to permit the extent Lessee to conduct such contest, the basis for independent counsel selected by the IRS's claim is or becomes Lessee to conduct such contest shall be reasonably clearsatisfactory to such Tax Indemnified Party. If requested by the Lessee in writing, Lessor such Tax Indemnified Party will appeal (or, if desired by Lessorsuch Tax Indemnified Party, permit the Lessee to appeal) any adverse judicial determination, provided that Lessor that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive receive, at the Lessee's expense, an opinion of its independent tax counsel counsel, selected by Lessor such Tax Indemnified Party and reasonably acceptable satisfactory to Lessee Lessee, to the effect that there is substantial authority under ABA Standards a more likely than not probability of success exists for such appeal and within the meaning of Section 6662 of the Code (b) Lessee shall have acknowledged its liability to such Indemnified Party for a favorable result an indemnity payment as a result of such appeal. Lessor 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 Lessee a Tax Indemnifying Party within thirty (30) 30 days after receipt of the Adjustment Notice, Lessor such Tax Indemnitee shall in good faith contest contest, or (if desired by Lessorsuch Tax Indemnitee) permit Lessee a Tax Indemnifying Party to contest the validity, applicability, and amount of any proposed adjustment that would give rise to a Tax or Inclusion Event by (a) not making payment thereof for at least thirty (30) 30 days after providing the Adjustment Notice, unless otherwise required by applicable law or regulationsLaw, (b) not paying same except under protest, if protest is necessary and proper, or (c) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, that (aai) in the case of an income tax contest, as a condition to the commencement of such contest, Lessor such Tax Indemnitee shall have received a written opinion of its independent tax counsel selected by Lessor such Tax Indemnitee and reasonably acceptable to Lessee Tax Indemnifying Party to the effect that there is a Reasonable Basis for contesting such proposed adjustment, (bbii) Lessor such Tax Indemnitee shall not be required to contest such proposed adjustment if the aggregate amount of the indemnity, on a before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $250,000 100,000 in the case of an administrative contest or less than $500,000 250,000 in the case of a judicial contest, (cciii) Lessee Tax Indemnifying Party shall have agreed in writing to pay to Lessorsuch Tax Indemnitee, on demand, all reasonable out-of-pocket costs and expenses which Lessor such Tax Indemnitee incurs in connection with and reasonably allocable to contesting such adjustment, including all reasonable legal, accountants'’, and investigatory fees and disbursements; (ddiv) a Lessee Event of Default shall not have occurred and be continuing (provided however, that if a Lessee Event of Default other than as a result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if Lessee posts a bond to secure payment of amounts that will fall due in the event of an adverse resolution of the controversy), (ee) Lessor Tax Indemnitee has determined, in good faith, that the contest will not result in a material risk of the loss or forfeiture of the Leased Facility its Composite Component Ownership Interest (unless Lessee Tax Indemnifying Party has provided to Lessor such Tax Indemnitee a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to Lessorsuch Tax Indemnitee) or the imposition of criminal penalties; (v) if such contest is to be initiated by the payment of, and the claiming of a refund for such Taxes, Tax Indemnifying Party shall advance the amount thereof plus, interest, penalties and additions to Tax with respect thereof to such Tax Indemnitee on an interest free basis with no additional after-tax cost to such Tax Indemnitee to make such payment and shall indemnify such Tax Indemnitee against any adverse tax consequences arriving from such advance (and if such contest is finally determined adversely, the amount of such loan shall be applied against Tax Indemnifying Party’s obligation to indemnify such Tax Indemnitee for a Tax which was the subject of such contest), and (ffvi) Lessee in the case of an income tax contest, Tax Indemnifying Party shall have acknowledged, acknowledged in writingwriting its liability to indemnify the Tax Indemnitee in respect of such contested Tax in the event such contest is unsuccessful; provided, that the contest is with respect to a liability that is Lessee's responsibility under this Schedule 19.2, provided however that Tax Indemnifying Party shall not be bound by such acknowledgement is not required other than acknowledgment to the extent there is a Final Determination of the basis contest which clearly demonstrates that the Tax Indemnitee is not liable for the IRS's claim is or becomes reasonably clearsuch Tax. If requested by Lessee Tax Indemnifying Party in writing, Lessor such Tax Indemnitee will appeal (or, if desired by Lessorsuch Tax Indemnitee, permit Lessee Tax Indemnifying Party to appeal) any adverse judicial determination, provided that Lessor such Tax Indemnitee shall receive an opinion of its independent tax counsel selected by Lessor such Tax Indemnitee and reasonably acceptable to Lessee such Tax Indemnifying Party to the effect that there it is substantial authority more likely than not under the ABA Standards and within the meaning of Code Section 6662 of the Code for that a favorable result as a will result of from such appeal. Lessor A Tax Indemnitee shall not be required to appeal any adverse judicial determination to the United States Supreme Court.

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 Lessee Marlborough in writing within thirty (30) 30 days after receipt of such notice by Marlborough (or, if less, within the Adjustment Noticeperiod ending five days prior to the date, Lessor shall 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 no event less than five Business Days after receipt by Marlborough of such written notice from Bitstream), contest in good faith contest or (if desired by Lessor) permit Lessee to contest the validity, applicability, and applicability and/or amount of such adjustment or such action or proposed action by the Internal Revenue Service or such other taxing authority in any proposed adjustment that would give rise to a Tax or Inclusion Event by (a) not making payment thereof for at least thirty (30) days after providing the Adjustment Notice, unless otherwise required by applicable law or regulations, (b) not paying same except under protest, if protest is necessary and proper, or (c) if payment is 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, provided that Bitstream shall not be required to initiate or continue any such contest unless (aax) in the case of an income tax contest, as a condition to the commencement of such contest, Lessor Bitstream shall have received a written opinion received, at the expense of its independent tax counsel selected by Lessor and reasonably acceptable to Lessee Marlborough, an Opinion of Marlborough’s Tax Counsel to the effect that there is a Reasonable Basis Substantial Authority for contesting such proposed adjustmentClaim, (bby) Lessor Marlborough shall not have agreed to pay and shall advance upon demand all reasonable expenses to be required incurred by Bitstream to contest such action or proposed adjustment if action by the aggregate 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 indemnitypreceding paragraph, on Bitstream shall consult with Marlborough and its counsel in good faith prior to taking any action to contest such Claim. Bitstream, at its sole option, may determine (a) the forum of any judicial contest, and (b) whether to pay the tax claimed and then seek a before-refund thereof, or not to pay the tax basis, together with claimed and contest the amounts payable Claim in the United States Tax Court or other appropriate forum. Upon a Final Determination with respect to any future related claimthe liabilities of Bitstream, would be less than $250,000 in or the case of an administrative contest or less than $500,000 in the case receipt of a judicial contest, refund by Bitstream (cc) Lessee shall have agreed in writing to pay to Lessor, on demand, all reasonable out-of-pocket costs and expenses which Lessor incurs in connection with and reasonably allocable to contesting such adjustment, 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, that if a Lessee Event of Default other than as a result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if Lessee posts a bond to secure payment of amounts that will fall due in the event of an adverse resolution of the controversy), (ee) Lessor has determined, in good faith, that the contest will not result in a material risk of the loss or forfeiture of the Leased Facility (unless Lessee has provided to Lessor a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to Lessor) or the imposition application of criminal penalties, and (ffsuch refund against other tax liability of Bitstream) Lessee shall have acknowledged, in writing, that the contest is with respect to a liability 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 either (q) Marlborough shall pay to Bitstream any excess of such amount due over the amount of such interest free advance, or (r) Bitstream shall repay to Marlborough any excess of such interest free advance over such amount due, in either case within 30 days thereafter and, if Marlborough shall have paid an indemnity to Bitstream with respect to the adverse tax consequences of any interest free advance, the amount of any tax savings resulting from any payment by Bitstream to Marlborough pursuant to this sentence that are actually realized in the year of such payment. Any interest received by Bitstream (or which would have been received but for offset by unrelated matters) in connection with any refund that is Lessee's responsibility 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, including application of such refund against other tax liability of Bitstream. Notwithstanding the foregoing, Bitstream, 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 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 such Claim. In the event that Bitstream so expressly and unconditionally waives its rights, Marlborough shall have no liability to Bitstream under this Schedule 19.2Tax Indemnity Agreement with respect to such Claim, provided however that such acknowledgement is not required other than and Bitstream shall promptly pay to Marlborough the amount of any interest free advance made to Bitstream pursuant to this Section 5. Bitstream shall provide Marlborough with copies of or reasonable access to all documents and information to the extent relating to the basis for the IRS's claim is or becomes contest reasonably clear. If requested by Lessee Marlborough (other than tax returns related to periods commencing on or after the Closing Date and other confidential information) and will in writinggood faith keep Marlborough fully informed regarding all relevant aspects of any contest. Bitstream shall allow Marlborough and its counsel a reasonable opportunity to comment on all written submissions to the extent relating to a Claim, Lessor will appeal (orshall consider in good faith its requests concerning the most appropriate forum in which to proceed and other related matters and shall, if desired requested by LessorMarlborough, permit Lessee to appeal) any adverse judicial determination, provided that Lessor shall receive an opinion of its independent tax consult in good faith with Marlborough’s counsel selected by Lessor and reasonably acceptable to Lessee to regarding the effect that there is substantial authority under ABA Standards and within the meaning of Section 6662 of the Code for a favorable result as a result conduct of such appeal. Lessor shall not be required to appeal any adverse judicial determination to the United States Supreme Courtcontest.

Contest Provisions. If requested by Lessee within thirty (30) days after receipt of the Adjustment Notice, Lessor shall in good faith contest contest, or (if desired by Lessor) permit Lessee to contest the validity, applicability, and amount of any proposed adjustment that would give rise to a Tax or Tax, Inclusion Event or Loss by (a) not making payment thereof for at least thirty (30) days after providing the Adjustment Notice, unless otherwise required by applicable law or regulations, (b) not paying same except under protest, if protest is necessary and proper, or (c) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, that (aa) in the case of an income tax contest, as a condition to the commencement of such 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 proposed adjustment if the aggregate amount of the indemnity, on a before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $250,000 in the case of an administrative contest or less than $500,000 in the case of a judicial contest, (cc) Lessee shall have agreed in writing to pay to Lessor, on demand, all reasonable out-of-pocket costs and expenses which Lessor incurs in connection with and reasonably allocable to contesting such adjustment, 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, that if a Lessee Event of Default other than as a result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if Lessee posts a bond to secure payment of amounts that will fall due in the event of an adverse resolution of the controversy), (ee) Lessor has determined, in good faith, that the contest will not result in a material risk of the loss or forfeiture of the Leased Facility (unless Lessee has provided to Lessor a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to Lessor) or the imposition of criminal penalties, and (ff) Lessee shall have acknowledged, in writing, that the contest is with respect to a liability that is Lessee's ’s responsibility under this Schedule 19.2, provided however that such acknowledgement is not required other than to the extent the basis for the IRS's ’s claim is or becomes reasonably clear. If requested by Lessee in writing, Lessor will appeal (or, if desired by Lessor, permit Lessee to appeal) any adverse judicial determination, provided that Lessor shall receive an opinion of its independent tax counsel selected by Lessor and reasonably acceptable to Lessee to the effect that there is substantial authority under ABA Standards and within the meaning of Section 6662 of the Code for a favorable result as a result of such appeal. Lessor shall not be required to appeal any adverse judicial determination to the United States Supreme Court.

Contest Provisions. If requested by Lessee a Tax Indemnifying Party within thirty (30) 30 days after receipt of the Adjustment Notice, Lessor such Tax Indemnitee Party shall in good faith contest contest, or (if desired by Lessorsuch Tax Indemnitee) permit Lessee a Tax Indemnifying Party to contest the validity, applicability, and amount of any proposed adjustment that would give rise to a Tax or Inclusion Event by (a) not making payment thereof for at least thirty (30) 30 days after providing the Adjustment Notice, unless otherwise required by applicable law or regulationsLaw, (b) not paying same except under protest, if protest is necessary and proper, or (c) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, that (aai) in the case of an income tax contest, as a condition to the commencement of such contest, Lessor such Tax Indemnitee Party shall have received a written opinion of its independent tax counsel selected by Lessor such Tax Indemnitee Party and reasonably acceptable to Lessee Tax Indemnifying Party to the effect that there is a Reasonable Basis for contesting such proposed adjustment, (bbii) Lessor such Tax Indemnitee Party shall not be required to contest such proposed adjustment if the aggregate amount of the indemnity, on a before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $250,000 100,000 in the case of an administrative contest or less than $500,000 250,000 in the case of a judicial contest, (cciii) Lessee Tax Indemnifying Party shall have agreed in writing to pay to Lessorsuch Tax Indemnitee, on demand, all reasonable out-of-pocket costs and expenses which Lessor such Tax Indemnitee Party incurs in connection with and reasonably allocable to contesting such adjustment, including all reasonable legal, accountants'’, and investigatory fees and disbursements; (ddiv) a Lessee Event of Default shall not have occurred and be continuing (provided however, that if a Lessee Event of Default other than as a result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if Lessee posts a bond to secure payment of amounts that will fall due in the event of an adverse resolution of the controversy), (ee) Lessor Tax Indemnitee Party has determined, in good faith, that the contest will not result in a material risk of the loss or forfeiture of the Leased its Xxxx 0 Facility Ownership Interest (unless Lessee Tax Indemnifying Party has provided to Lessor such Tax Indemnitee Party a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to Lessorsuch Tax Indemnitee) or the imposition of criminal penalties; (v) if such contest is to be initiated by the payment of, and the claiming of a refund for such Taxes, Tax Indemnifying Party shall advance the amount thereof plus, interest, penalties and additions to Tax with respect thereof to such Tax Indemnitee Party on an interest free basis with no additional after-tax cost to such Tax Indemnitee Party to make such payment and shall indemnify such Tax Indemnitee Party against any adverse tax consequences arriving from such advance (and if such contest is finally determined adversely, the amount of such loan shall be applied against Tax Indemnifying Party’s obligation to indemnify such Tax Indemnitee Party for a Tax which was the subject of such contest), and (ffvi) Lessee in the case of an income tax contest, Tax Indemnifying Party shall have acknowledged, acknowledged in writingwriting its liability to indemnify the Tax Indemnitee Party in respect of such contested Tax in the event such contest is unsuccessful; provided, that the contest is with respect to a liability that is Lessee's responsibility under this Schedule 19.2, provided however that Tax Indemnifying Party shall not be bound by such acknowledgement is not required other than acknowledgment to the extent there is a Final Determination of the basis contest which clearly demonstrates that the Tax Indemnitee Party is not liable for the IRS's claim is or becomes reasonably clearsuch Tax. If requested by Lessee Tax Indemnifying Party in writing, Lessor such Tax Indemnitee Party will appeal (or, if desired by Lessorsuch Tax Indemnitee, permit Lessee Tax Indemnifying Party to appeal) any adverse judicial determination, provided that Lessor such Tax Indemnitee Party shall receive an opinion of its independent tax counsel selected by Lessor such Tax Indemnitee Party and reasonably acceptable to Lessee such Tax Indemnifying Party to the effect that there it is substantial authority more likely than not under the ABA Standards and within the meaning of Code Section 6662 of the Code for that a favorable result as a will result of from such appeal. Lessor A Tax Indemnitee Party shall not be required to appeal any adverse judicial determination to the United States Supreme Court.

Contest Provisions. If requested by Lessee a Tax Indemnifying Party within thirty (30) 30 days after receipt of the Adjustment Notice, Lessor such Tax Indemnitee Party shall in good faith contest contest, or (if desired by Lessorsuch Tax Indemnitee) permit Lessee a Tax Indemnifying Party to contest the validity, applicability, and amount of any proposed adjustment that would give rise to a Tax or Inclusion Event by (a) not making payment thereof for at least thirty (30) 30 days after providing the Adjustment Notice, unless otherwise required by applicable law or regulationsLaw, (b) not paying same except under protest, if protest is necessary and proper, or (c) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, that (aai) in the case of an income tax contest, as a condition to the commencement of such contest, Lessor such Tax Indemnitee Party shall have received a written opinion of its independent tax counsel selected by Lessor such Tax Indemnitee Party and reasonably acceptable to Lessee Tax Indemnifying Party to the effect that there is a Reasonable Basis for contesting such proposed adjustment, (bbii) Lessor such Tax Indemnitee Party shall not be required to contest such proposed adjustment if the aggregate amount of the indemnity, on a before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $250,000 100,000 in the case of an administrative contest or less than $500,000 250,000 in the case of a judicial contest, (cciii) Lessee Tax Indemnifying Party shall have agreed in writing to pay to Lessorsuch Tax Indemnitee, on demand, all reasonable out-of-pocket costs and expenses which Lessor such Tax Indemnitee Party incurs in connection with and reasonably allocable to contesting such adjustment, including all reasonable legal, accountants'’, and investigatory fees and disbursements; (ddiv) a Lessee Event of Default shall not have occurred and be continuing (provided however, that if a Lessee Event of Default other than as a result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if Lessee posts a bond to secure payment of amounts that will fall due in the event of an adverse resolution of the controversy), (ee) Lessor Tax Indemnitee Party has determined, in good faith, that the contest will not result in a material risk of the loss or forfeiture of the Leased Facility its Unit 2 Ownership Interest (unless Lessee Tax Indemnifying Party has provided to Lessor such Tax Indemnitee Party a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to Lessorsuch Tax Indemnitee) or the imposition of criminal penalties; (v) if such contest is to be initiated by the payment of, and the claiming of a refund for such Taxes, Tax Indemnifying Party shall advance the amount thereof plus, interest, penalties and additions to Tax with respect thereof to such Tax Indemnitee Party on an interest free basis with no additional after-tax cost to such Tax Indemnitee Party to make such payment and shall indemnify such Tax Indemnitee Party against any adverse tax consequences arriving from such advance (and if such contest is finally determined adversely, the amount of such loan shall be applied against Tax Indemnifying Party’s obligation to indemnify such Tax Indemnitee Party for a Tax which was the subject of such contest), and (ffvi) Lessee in the case of an income tax contest, Tax Indemnifying Party shall have acknowledged, acknowledged in writingwriting its liability to indemnify the Tax Indemnitee Party in respect of such contested Tax in the event such contest is unsuccessful; provided, that the contest is with respect to a liability that is Lessee's responsibility under this Schedule 19.2, provided however that Tax Indemnifying Party shall not be bound by such acknowledgement is not required other than acknowledgment to the extent there is a Final Determination of the basis contest which clearly demonstrates that the Tax Indemnitee Party is not liable for the IRS's claim is or becomes reasonably clearsuch Tax. If requested by Lessee Tax Indemnifying Party in writing, Lessor such Tax Indemnitee Party will appeal (or, if desired by Lessorsuch Tax Indemnitee, permit Lessee Tax Indemnifying Party to appeal) any adverse judicial determination, provided that Lessor such Tax Indemnitee Party shall receive an opinion of its independent tax counsel selected by Lessor such Tax Indemnitee Party and reasonably acceptable to Lessee such Tax Indemnifying Party to the effect that there it is substantial authority more likely than not under the ABA Standards and within the meaning of Code Section 6662 of the Code for that a favorable result as a will result of from such appeal. Lessor A Tax Indemnitee Party shall not be required to appeal any adverse judicial determination to the United States Supreme Court.

Contest Provisions. If requested by Lessee a Tax Indemnifying Participant within thirty (30) 30 days after receipt of the Adjustment Notice, Lessor such Tax Indemnitee Participant shall in good faith contest contest, or (if desired by Lessorsuch Tax Indemnitee) permit Lessee a Tax Indemnifying Participant to contest the validity, applicability, and amount of any proposed adjustment that would give rise to a Tax or Inclusion Event by (a) not making payment thereof for at least thirty (30) 30 days after providing the Adjustment Notice, unless otherwise required by applicable law or regulationsLaw, (b) not paying same except under protest, if protest is necessary and proper, or (c) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, that (aai) in the case of an income tax contest, as a condition to the commencement of such contest, Lessor such Tax Indemnitee Participant shall have received a written opinion of its independent tax counsel selected by Lessor such Tax Indemnitee Participant and reasonably acceptable to Lessee Tax Indemnifying Participant to the effect that there is a Reasonable Basis for contesting such proposed adjustment, (bbii) Lessor such Tax Indemnitee Participant shall not be required to contest such proposed adjustment if the aggregate amount of the indemnity, on a before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $250,000 100,000 in the case of an administrative contest or less than $500,000 250,000 in the case of a judicial contest, (cciii) Lessee Tax Indemnifying Participant shall have agreed in writing to pay to Lessorsuch Tax Indemnitee, on demand, all reasonable out-of-pocket costs and expenses which Lessor such Tax Indemnitee Participant incurs in connection with and reasonably allocable to contesting such adjustment, including all reasonable legal, accountants', and investigatory fees and disbursements; (ddiv) a Lessee Event of Default shall not have occurred and be continuing (provided however, that if a Lessee Event of Default other than as a result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if Lessee posts a bond to secure payment of amounts that will fall due in the event of an adverse resolution of the controversy), (ee) Lessor Tax Indemnitee Participant has determined, in good faith, that the contest will not result in a material risk of the loss or forfeiture of the Leased Facility its Ownership Interest (unless Lessee Tax Indemnifying Participant has provided to Lessor such Tax Indemnitee Participant a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to Lessorsuch Tax Indemnitee) or the imposition of criminal penalties; (v) if such contest is to be initiated by the payment of, and the claiming of a refund for such Taxes, Tax Indemnifying Participant shall advance the amount thereof plus, interest, penalties and additions to Tax with respect thereof to such Tax Indemnitee Participant on an interest free basis with no additional after-tax cost to such Tax Indemnitee Participant to make such payment and shall indemnify such Tax Indemnitee Participant against any adverse tax consequences arriving from such advance (and if such contest is finally determined adversely, the amount of such loan shall be applied against Tax Indemnifying Participant's obligation to indemnify such Tax Indemnitee Participant for a Tax which was the subject of such contest), and (ffvi) Lessee in the case of an income tax contest, Tax Indemnifying Participant shall have acknowledged, acknowledged in writingwriting its liability to indemnify the Tax Indemnitee Participant in respect of such contested Tax in the event such contest is unsuccessful; provided, that the contest is with respect to a liability that is Lessee's responsibility under this Schedule 19.2, provided however that Tax Indemnifying Participant shall not be bound by such acknowledgement is not required other than acknowledgment to the extent there is a Final Determination of the basis contest which clearly demonstrates that the Tax Indemnitee Participant is not liable for the IRS's claim is or becomes reasonably clearsuch Tax. If requested by Lessee Tax Indemnifying Participant in writing, Lessor such Tax Indemnitee Participant will appeal (or, if desired by Lessorsuch Tax Indemnitee, permit Lessee Tax Indemnifying Participant to appeal) any adverse judicial determination, provided that Lessor such Tax Indemnitee Participant shall receive an opinion of its independent tax counsel selected by Lessor such Tax Indemnitee Participant and reasonably acceptable to Lessee such Tax Indemnifying Participant to the effect that there it is substantial authority more likely than not under the ABA Standards and within the meaning of Code Section 6662 of the Code for that a favorable result as a will result of from such appeal. Lessor A Tax Indemnitee Participant shall not be required to appeal any adverse judicial determination to the United States Supreme Court.

Contest Provisions. If requested by the Lessee within thirty (30) days after receipt of the Adjustment Noticein writing, Lessor 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 (if desired by Lessor) permit Lessee 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 a the proposed imposition of any Tax or Inclusion Event by (a) not making resisting payment thereof for at least thirty (30) days after providing the Adjustment Noticethereof, unless otherwise required by applicable law or regulationsif 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 is shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that (aau) in the case of an income tax contest, as a condition to the commencement of such 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 Tax Indemnified Party shall not be required to contest such imposition or proposed adjustment if the aggregate amount of the indemnity, an indemnity on a beforean after-tax basis, together with the amounts payable with respect to any future related claim, would be less than $250,000 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 the case of an administrative contest law or less than $500,000 in the case of a judicial fact exists that such Tax Indemnified Party will prevail in such contest, (ccx) 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 by such Tax Indemnified Party, (y) Lessee shall have agreed in writing to pay such Tax Indemnified Party (or, in the case of item (iii) below, lend to Lessorsuch 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 Lessor such Tax Indemnified Party incurs in connection with and reasonably allocable to contesting such imposition or adjustment, including including, without limitation, (i) all reasonable legal, accountants', ' and investigatory fees and disbursements; , (ddii) a Lessee Event the amount of Default shall not have occurred and be continuing any interest, penalties or additions to tax (provided however, that if a Lessee Event of Default other than 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 payment default or bankruptcy shall existrefund for, the foregoing restriction shall not apply if Lessee posts amount of such imposition or adjustment, funds sufficient to make such payment of, and the claiming of a bond refund for, the amount of such imposition or adjustment, funds sufficient to secure make such payment of amounts that will fall due (and in the event such contest is finally determined adversely, the amount of an adverse resolution 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 controversy)sale, (ee) Lessor has determined, in good faith, that the contest will not result in a material risk forfeiture or loss of the loss Aircraft, the Airframe, any Serviced Engine or forfeiture of the Leased Facility (unless any Part or interest therein or, if there is such a risk, Lessee has provided to Lessor such Tax Indemnified Party a bond or other sufficient protection against such risk of loss or forfeiture in form and substance reasonably satisfactory to Lessor) 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 (ff) will consider in good faith any suggestions made by Lessee shall have acknowledged, in writing, that the contest is with respect to a liability that is 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 counsel selected by such Tax Indemnified Party or by "in-house" counsel of such Tax Indemnified Party and reasonably acceptable to Lessee's responsibility under this Schedule 19.2, provided however . In the event that such acknowledgement is not required other than Tax Indemnified Party elects to permit the extent Lessee to conduct such contest, the basis for independent counsel selected by the IRS's claim is or becomes Lessee to conduct such contest shall be reasonably clearsatisfactory to such Tax Indemnified Party. If requested by the Lessee in writing, Lessor such Tax Indemnified Party will appeal (or, if desired by Lessorsuch Tax Indemnified Party, permit the Lessee to appeal) any adverse judicial determination, provided that Lessor that, as a condition to the commencement of the appeal of such adverse judicial determination, (a) such Tax Indemnified Party shall receive receive, at the Lessee's expense, an opinion of its independent tax counsel counsel, selected by Lessor such Tax Indemnified Party and reasonably acceptable satisfactory to Lessee Lessee, to the effect that there is substantial authority under ABA Standards a more likely than not probability of success exists for such appeal and within the meaning of Section 6662 of the Code (b) Lessee shall have acknowledged its liability to such Indemnified Party for a favorable result an indemnity payment as a result of such appeal. Lessor 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 Lessee within thirty (30) days after receipt of the Adjustment Notice, Lessor shall in good faith contest contest, or (if desired by Lessor) permit Lessee to contest the validity, applicability, and amount of any proposed adjustment that would give rise TO THE FACILITY LEASE to a Tax or Tax, Inclusion Event or Loss by (a) not making payment thereof for at least thirty (30) days after providing the Adjustment Notice, unless otherwise required by applicable law or regulations, (b) not paying same except under protest, if protest is necessary and proper, or (c) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, that (aa) in the case of an income tax contest, as a condition to the commencement of such 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 proposed adjustment if the aggregate amount of the indemnity, on a before-tax basis, together with the amounts payable with respect to any future related claim, would be less than $250,000 in the case of an administrative contest or less than $500,000 in the case of a judicial contest, (cc) Lessee shall have agreed in writing to pay to Lessor, on demand, all reasonable out-of-pocket costs and expenses which Lessor incurs in connection with and reasonably allocable to contesting such adjustment, 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, that if a Lessee Event of Default other than as a result of a payment default or bankruptcy shall exist, the foregoing restriction shall not apply if Lessee posts a bond to secure payment of amounts that will fall due in the event of an adverse resolution of the controversy), (ee) Lessor has determined, in good faith, that the contest will not result in a material risk of the loss or forfeiture of the Leased Facility (unless Lessee has provided to Lessor a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to Lessor) or the imposition of criminal penalties, and (ff) Lessee shall have acknowledged, in writing, that the contest is with respect to a liability that is Lessee's ’s responsibility under this Schedule 19.2, provided however that such acknowledgement is not required other than to the extent the basis for the IRS's ’s claim is or becomes reasonably clear. If requested by Lessee in writing, Lessor will appeal (or, if desired by Lessor, permit Lessee to appeal) any adverse judicial determination, provided that Lessor shall receive an opinion of its independent tax counsel selected by Lessor and reasonably acceptable to Lessee to the effect that there is substantial authority under ABA Standards and within the meaning of Section 6662 of the Code for a favorable result as a result of such appeal. Lessor shall not be required to appeal any adverse judicial determination to the United States Supreme Court.

Contest Provisions. If requested by (a) The Owner Participant shall notify the Lessee within thirty 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 (30) 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 after of receipt of notice from the Adjustment NoticeOwner Participant, Lessor Lessee requests, in writing, the Owner Participant to do so, the Owner Participant shall contest the proposed adjustment, shall consider in good faith contest or (if desired any suggestions made by Lessor) permit the Lessee to contest the validity, applicability, and amount of any proposed adjustment that would give rise to a Tax or Inclusion Event by (a) not making payment thereof for at least thirty (30) days after providing the Adjustment Notice, unless otherwise required by applicable law or regulations, (b) not paying same except under protest, if protest is necessary and proper, or (c) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, that (aa) in the case of an income tax contest, as a condition to the commencement method of pursuing such contest, Lessor 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 have received a written opinion of its independent tax counsel selected by Lessor the Owner Participant and reasonably acceptable to the Lessee to the effect ("Tax Counsel") that there is a Reasonable Basis for contesting such proposed adjustmentthe matter in question, (bbii) Lessor shall not be required to contest such proposed adjustment if the aggregate amount of the indemnity, on a before-tax basis, together with the amounts indemnity potentially payable with by Lessee in respect to any future related claim, would be less than of such adjustment is in excess of $250,000 in the case of an administrative contest or less than $500,000 in the case of a judicial contest75,000, (cciii) Lessee shall have agreed in writing to pay to Lessor, on demand, all reasonable out-of-pocket costs and expenses which Lessor incurs in connection with and reasonably allocable to contesting such adjustment, including all reasonable legal, accountants', and investigatory fees and disbursements; (dd) a Lessee no Lease Event of Default shall not have occurred and be continuing (provided howeverPROVIDED, HOWEVER, that if a Lessee 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), (eeiv) Lessor the Owner Participant has determined, in good faith, that the contest will shall not result in a material risk of the loss or forfeiture of the Leased Facility Aircraft (unless the Lessee has provided to Lessor the Owner Participant a bond or other sufficient protection against such risk of loss or forfeiture reasonably satisfactory to Lessorthe Owner Participant) or the imposition of criminal penalties, penalties and (ffv) the Lessee shall have acknowledged, in writing, that the contest is with respect to a liability that is the Lessee's responsibility under pursuant to this Schedule 19.2, provided however Agreement except that such acknowledgement is the Lessee shall not required other than be bound by its acknowledgment of liability to the extent that the basis Final Determination articulates conclusions of law and fact that clearly and unambiguously demonstrate that the Lessee is not liable under this Agreement for the IRS's claim is 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 becomes reasonably clearin connection with any judicial proceeding, and the nature of all actions proposed to be taken to contest such proposed 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, Lessor will appeal (orseek judicial review of any adverse administrative determination and shall, if desired by Lessor, permit Lessee to appeal) any adverse judicial determination, provided that Lessor shall receive an opinion of its independent tax counsel selected by Lessor and reasonably acceptable to Lessee to the effect that there Tax Counsel is substantial authority under ABA Standards and within the meaning of Section 6662 of the Code for a favorable result as a result of opinion that such appeal. Lessor appeal is more likely than not to prevail, appeal an adverse determination by any judicial court; PROVIDED, HOWEVER, that 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. At any time, whether before or after commencing to take the action set forth in this 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 Lessee such amounts theretofore advanced or paid by the Lessee related to such adjustment, 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 an issue which the Owner Participant has previously contested in accordance with this Section 7 and which was resolved adversely to the Owner Participant for an earlier taxable year in a judicial proceeding, then unless the Owner Participant shall have received an opinion of Tax Counsel that as a result of a change in law, it is more likely than not that a contest of the matter in question will be successful, the Owner Participant shall not be required to contest such issue.