Common use of Contest Rights Clause in Contracts

Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIM"), such Tax Indemnitee will promptly notify Lessee of the claim and provide Lessee with information relevant to such claim; provided, that the failure by the Tax Indemnitee to provide any such information will not be treated as a failure to comply with this Section 39(d) unless the failure materially prejudices the conduct of such contest. With respect to Taxes indemnified under Section 39(b), Lessee will control the contest at Lessee's expense. With respect to Taxes indemnified under Section 39(a), the Tax Indemnitee will control the contest at Lessee's expense but will consult with Lessee in good faith, but Lessee may require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in that event, the Tax Indemnitee will consult with Lessee in good faith, but the Tax Indemnitee will retain ultimate control over such contest. The Tax Indemnitee will not be obligated to contest any Tax Claim unless (i) in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee to the effect that there is a reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect (on the Effective Date) for the position to be asserted in contesting the matter in question, (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Property or the imposition of criminal penalties and (iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will loan, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will not make, accept, or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant to Section 39(a) or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 39(b), without the prior written consent of Lessee, which consent will not be unreasonably withheld. The Tax Indemnitee will not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, or any comparable trial court unless Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee, to the effect that there is substantial authority for the position to be asserted in appealing the matter in question. Sprint Collocator shall cause its Affiliates to comply with their obligations under this Section 39(e).

Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee Tower Operator may be required to indemnify pursuant to Section 39(a34(a) or 39(bSection 34(b) (a "TAX CLAIM"“Tax Claim”), such Tax Indemnitee will shall promptly notify Lessee Tower Operator of the claim and provide Lessee Tower Operator with information relevant to such claim; provided, provided that the failure by the Tax Indemnitee to provide any such information will shall not be treated as a failure to comply with this Section 39(d34(d) unless except to the extent that the failure materially prejudices the conduct of such contest. With respect to Taxes indemnified under Section 39(b34(b), Lessee will Tower Operator shall control the contest at Lessee's Tower Operator’s expense. With respect to Taxes indemnified under Section 39(a34(a), the Tax Indemnitee will shall control the contest at Lessee's Tower Operator’s expense but will shall consult with Lessee Tower Operator in good faith, but Lessee Tower Operator may require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in that event, unless the Tax Indemnitee will consult with Lessee in good faith, but has waived its right to indemnification for the Tax Indemnitee will retain ultimate control over such contestpayment that is being contested. The Tax Indemnitee will is not be obligated to contest any Tax Claim unless (i) in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee to the effect that there is a reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect (on the Effective Date) for the position to be asserted in contesting the matter in question, (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Property or the imposition of criminal penalties and (iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will loancontest unless Tower Operator has loaned, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will has fully indemnify indemnified the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will shall not make, accept, accept or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant that the Tower Operator has the right to Section 39(a) or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to contest under this Section 39(b), Agreement without the prior written consent of Lessee, which consent will not be unreasonably withheldTower Operator unless the Tax Indemnitee has waived its right to indemnification for the Tax payment that is being contested. The Tax Indemnitee will shall not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, Court or any comparable trial court unless Lessee will (i) Tower Operator shall have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee Tower Operator and reasonably acceptable to the Tax Indemnitee, to the effect that there is substantial authority for the position to be asserted in appealing the matter in question, (ii) Tower Operator is paying the reasonable costs of such appeal and (iii) the Tax Indemnitee is otherwise required by this Section 34(d) to contest the Taxes at issue hereunder. Sprint AT&T Collocator shall cause its Affiliates to comply with their obligations under this Section 39(e34(d).

Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee Tower Operator may be required to indemnify pursuant to Section 39(a34(a) or 39(bSection 34(b) (a "TAX CLAIM"“Tax Claim”), such Tax Indemnitee will shall promptly notify Lessee Tower Operator of the claim and provide Lessee Tower Operator with information relevant to such claim; provided, provided that the failure by the Tax Indemnitee to provide any such information will shall not be treated as a failure to comply with this Section 39(d34(d) unless except to the extent that the failure materially prejudices the conduct of such contest. With respect to Taxes indemnified under Section 39(b34(b), Lessee will Tower Operator shall control the contest at Lessee's Tower Operator’s expense. With respect to Taxes indemnified under Section 39(a34(a), the Tax Indemnitee will shall control the contest at Lessee's Tower Operator’s expense but will shall consult with Lessee Tower Operator in good faith, but Lessee Tower Operator may require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in that event, unless the Tax Indemnitee will consult with Lessee in good faith, but has waived its right to indemnification for the Tax Indemnitee will retain ultimate control over such contestpayment that is being contested. The Tax Indemnitee will is not be obligated to contest any Tax Claim unless (i) in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee to the effect that there is a reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect (on the Effective Date) for the position to be asserted in contesting the matter in question, (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Property or the imposition of criminal penalties and (iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will loancontest unless Tower Operator has loaned, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will has fully indemnify indemnified the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will shall not make, accept, accept or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant that the Tower Operator has the right to Section 39(a) or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to contest under this Section 39(b), Agreement without the prior written consent of Lessee, which consent will not be unreasonably withheldTower Operator unless the Tax Indemnitee has waived its right to indemnification for the Tax payment that is being contested. The Tax Indemnitee will shall not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, Court or any comparable trial court unless Lessee will (i) Tower Operator shall have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee Tower Operator and reasonably acceptable to the Tax Indemnitee, to the effect that there is substantial authority for the position to be asserted in appealing the matter in question, (ii) Tower Operator is paying the reasonable costs of such appeal and (iii) the Tax Indemnitee is otherwise required by this Section 34(d) to contest the Taxes at issue hereunder. Sprint T-Mobile Collocator shall cause its Affiliates to comply with their obligations under this Section 39(e34(d).

Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee Tower Operator may be required to indemnify pursuant to Section 39(a34(a) or 39(bSection 34(b) (a "TAX CLAIM"“Tax Claim”), such Tax Indemnitee will shall promptly notify Lessee Tower Operator of the claim and provide Lessee Tower Operator with information relevant to such claim; provided, provided that the failure by the Tax Indemnitee to provide any such information will shall not be treated as a failure to comply with this Section 39(d34(d) unless except to the extent that the failure materially prejudices the conduct of such contest. With respect to Taxes indemnified under Section 39(b34(b), Lessee will Tower Operator shall control the contest at Lessee's Tower Operator’s expense. With respect to Taxes indemnified under Section 39(a34(a), the Tax Indemnitee will shall control the contest at Lessee's Tower Operator’s expense but will shall consult with Lessee Tower Operator in good faith, but Lessee Tower 51 Operator may require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in that event, unless the Tax Indemnitee will consult with Lessee in good faith, but has waived its right to indemnification for the Tax Indemnitee will retain ultimate control over such contestpayment that is being contested. The Tax Indemnitee will is not be obligated to contest any Tax Claim unless (i) in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee to the effect that there is a reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect (on the Effective Date) for the position to be asserted in contesting the matter in question, (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Property or the imposition of criminal penalties and (iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will loancontest unless Tower Operator has loaned, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will has fully indemnify indemnified the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will shall not make, accept, accept or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant that the Tower Operator has the right to Section 39(a) or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to contest under this Section 39(b), Agreement without the prior written consent of Lessee, which consent will not be unreasonably withheldTower Operator unless the Tax Indemnitee has waived its right to indemnification for the Tax payment that is being contested. The Tax Indemnitee will shall not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, Court or any comparable trial court unless Lessee will (i) Tower Operator shall have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee Tower Operator and reasonably acceptable to the Tax Indemnitee, to the effect that there is substantial authority for the position to be asserted in appealing the matter in question, (ii) Tower Operator is paying the reasonable costs of such appeal and (iii) the Tax Indemnitee is otherwise required by this Section 34(d) to contest the Taxes at issue hereunder. Sprint AT&T Collocator shall cause its Affiliates to comply with their obligations under this Section 39(e34(d).. (e)

Contest Rights. In the event that any Tax Indemnitee receives any written a notice of a Tax Dispute, or any potential claim intent to initiate a Tax Dispute, is received that relates to any Pre-Effective Date Period or proposed adjustment against such Tax Indemnitee that Straddle Period or which, if successful, would either result in a Tax Loss or a Tax against Liability in respect of Taxes which Lessee indemnity properly may be required to indemnify sought against any Member or any EOC Beneficial Owner pursuant to Section 39(athis Agreement, Parent shall (i) notify Sellers’ Representatives of such claim or 39(bdemand within the earlier of twenty (20) (a "TAX CLAIM"), days of receipt thereof or such time that would allow the Members to timely respond to such Tax Indemnitee will promptly notify Lessee of the claim Dispute (but in any event no earlier than such notice could be reasonably provided by Parent) and provide Lessee (ii) give Sellers’ Representatives such information with information relevant to such claimrespect thereto as Sellers’ Representatives may reasonably request; provided, however, that for the sake of clarity, any failure by Parent to provide such notice shall not relieve a Member or any EOC Beneficial Owner of any liability under this Agreement unless and to the extent that a Member or an EOC Beneficial Owner has been materially and adversely been prejudiced thereby. Members or an EOC Beneficial Owner may, at their own expense, participate in and, upon reasonable prior notice to Parent by Sellers’ Representatives, assume the defense of any such Tax Dispute so long as (a) Sellers’ Representatives furnish Parent with an opinion of tax counsel selected by Sellers’ Representatives (and reasonably satisfactory to Parent (which approval shall not be unreasonably withheld, delayed or conditioned)) (the “Approved Counsel”), at the Members’ or an EOC Beneficial Owner expense, to the effect that no less than “substantial authority” exists with respect to the defense for such Tax Dispute, (b) Members or an EOC Beneficial Owner continue to be represented in the Tax Indemnitee Dispute by Approved Counsel (or substitute Approved Counsel) and (c) Members and the EOC Beneficial Owners agree to provide indemnify Parent and the applicable Acquired Company (or its successor) in a manner reasonably satisfactory to Parent and the Acquired Company (or its successor) and to pay to Parent or the Acquired Company (or its successor) on demand all liabilities and expenses which may reasonably be entailed in such defense (excluding any liabilities and expenses of the Parent and the applicable Acquired Company (or its successor) attributable to Parent exercising its right provided for in the next sentence to participate in such information will not be treated defense). If Sellers’ Representatives assumes such defense and continue to satisfy the conditions in the preceding sentence, Sellers’ Representatives shall have the sole discretion as a failure to comply with this Section 39(d) unless the failure materially prejudices the conduct of such contest. With respect defense and Parent shall have the right to Taxes indemnified under Section 39(b), Lessee will control participate (but not the contest at Lessee's expense. With respect obligation to Taxes indemnified under Section 39(a), the Tax Indemnitee will control the contest at Lessee's expense but will consult with Lessee in good faith, but Lessee may require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in that event, the Tax Indemnitee will consult with Lessee in good faith, but the Tax Indemnitee will retain ultimate control over such contest. The Tax Indemnitee will participate or any obligation if it does not be obligated to contest any Tax Claim unless (iparticipate) in the case defense thereof and to employ separate counsel at its own expense; provided, however, that Sellers’ Representatives shall (1) keep Parent promptly and fully informed of a contest with respect the conduct of any such Tax Dispute, (2) provide promptly to federal income TaxesParent any documents, prior correspondence, or other materials relating to taking the first any such required actionTax Dispute, Lessee will have furnished and (3) take into account any reasonable suggestions of Parent relating to the Tax Indemnitee an opinion of a nationally recognizedconduct (including prosecution, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee to the effect that there is a reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect (on the Effective Date) for the position to be asserted in contesting the matter in question, (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiturecompromise, or loss of, settlement) of such Tax Dispute. Whether or not the Members or the creation of EOC Beneficial Owners choose to defend any lien onclaim, any all of the Leased Property Parties shall cooperate in the defense or the imposition of criminal penalties and (iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a contest prosecution thereof in accordance with Section 11.3.3(b); provided further that requires payment of the Tax as a condition to pursuing the contest, Lessee will loan, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and neither Sellers’ Representatives nor any interest Member or penalties due on the date of payment, and will fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will not make, accept, or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant to Section 39(a) or forego or terminate EOC Beneficial Owner may settle any such proceeding with respect to Taxes indemnified pursuant to this Section 39(b), Tax Dispute without the prior written consent of Lessee, Parent (which consent will shall not be unreasonably withheld. The Tax Indemnitee will not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, delayed or any comparable trial court unless Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee, to the effect that there is substantial authority for the position to be asserted in appealing the matter in question. Sprint Collocator shall cause its Affiliates to comply with their obligations under this Section 39(econditioned).

Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee TowerCo may be required to 76 74 indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIMTax Claim"), such Tax Indemnitee will shall promptly notify Lessee of the claim TowerCo thereof and provide Lessee TowerCo with relevant information relevant to such claimthereto; provided, however, that the failure by the Tax Indemnitee to provide any such information will shall not be treated as a failure to comply with this Section 39(d) unless the failure materially prejudices the conduct of such contest. With respect to Taxes indemnified under Section 39(b), Lessee will control the contest at Lessee's expensehereunder. With respect to Taxes indemnified under Section 39(a), the Tax Indemnitee will control the contest at Lessee's expense but will consult with Lessee in good faith, but Lessee TowerCo may require the Tax Indemnitee to contest such Tax Claim at LesseeTowerCo's expense and, in that event, the Tax Indemnitee will shall consult with Lessee TowerCo in good faith, but the Tax Indemnitee will shall retain ultimate control over such contest. The Notwithstanding the immediately preceding sentence, the Tax Indemnitee will shall not be obligated to contest any such Tax Claim unless (i1) prior to taking the first such required action, TowerCo shall have furnished to the Tax Indemnitee, in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Tax Indemnitee with an opinion of a nationally recognized, independent tax counsel chosen by Lessee TowerCo and reasonably acceptable to the Tax Indemnitee Indemnitee, or, in the case of a contest with respect to other Taxes, with an opinion of a qualified tax counsel chosen by TowerCo and reasonably acceptable to the Tax Indemnitee, to the effect that there is a reasonable basis as defined that is consistent with the standards provided for in Treas. Reg. Section 1.6662ABA Formal Opinion 85-3(b)(3) 352 as in effect (on the Effective Datedate hereof) for the position to be asserted in contesting the matter in question, (ii2) no event of default by Lessee TowerCo under this Agreement will Sublease shall have occurred and be continuing, (iii3) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Subleased Property or the imposition of criminal penalties and penalties, (iv4) TowerCo shall have acknowledged, in writing, that the contest is with respect to a liability that is indemnifiable by TowerCo pursuant to the terms of this Section 39(d), (5) if Lessee TowerCo reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will TowerCo shall loan, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will shall fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will shall not make, accept, or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant to Section 39(a) or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 39(b), without the prior written consent of LesseeTowerCo, which consent will shall not be unreasonably withheld. If TowerCo requests in writing that the Tax Indemnitee accept a settlement of a claim offered by the IRS (other than an offer conditioned upon the Tax Indemnitee's agreement with respect to any issue wholly or partly unrelated to the transactions contemplated by the Transaction Documents), the Tax Indemnitee shall either accept such settlement offer or agree with TowerCo that TowerCo's liability pursuant to Section 39 hereof shall be limited to an amount calculated on the basis of such settlement offer. The Tax Indemnitee will shall not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, or any comparable trial court unless Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee, to the effect that there is substantial authority for the position to be asserted in appealing the matter in question. Sprint Collocator shall cause its Affiliates to comply with their obligations under this Section 39(e)court.

Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIMTax Claim"), such Tax Indemnitee will promptly notify Lessee of the claim and provide Lessee with information relevant to such claim; provided, that the failure by the Tax Indemnitee to provide any such information will not be treated as a failure to comply with this Section 39(d) unless the failure materially prejudices the conduct of such contest. With respect to Taxes indemnified under Section 39(b), Lessee will control the contest at Lessee's expense. With respect to Taxes indemnified under Section 39(a), the Tax Indemnitee will control the contest at Lessee's expense but will consult with Lessee in good faith, but Lessee may require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in that event, the Tax Indemnitee will consult with Lessee in good faith, but the Tax Indemnitee will retain ultimate control over such contest. The Tax Indemnitee will not be obligated to contest any Tax Claim unless (i) in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee to the effect that there is a reasonable basis as defined in Treas. Reg. Section 1.6662ss.1.6662-3(b)(3) as in effect (on the Effective Date) for the position to be asserted in contesting the matter in question, (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Property or the imposition of criminal penalties and (iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will loan, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will not make, accept, or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant to Section 39(a) or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 39(b), without the prior written consent of Lessee, which consent will not be unreasonably withheld. The Tax Indemnitee will not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, or any comparable trial court unless Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee, to the effect that there is substantial authority for the position to be asserted in appealing the matter in question. Sprint Collocator shall cause its Affiliates to comply with their obligations under this Section 39(e).

Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee Tower Operator may be required to indemnify pursuant to Section 39(a34(a) or 39(bSection 34(b) (a "TAX CLAIM"“Tax Claim”), such Tax Indemnitee will shall promptly notify Lessee Tower Operator of the claim and provide Lessee Tower Operator with information relevant to such claim; provided, provided that the failure by the Tax Indemnitee to provide any such information will shall not be treated as a failure to comply with this Section 39(d34(d) unless except to the extent that the failure materially prejudices the conduct of such contest. With respect to Taxes indemnified under Section 39(b34(b), Lessee will Tower Operator shall control the contest at LesseeTower Operator's expense. With respect to Taxes indemnified under Section 39(a34(a), the Tax Indemnitee will shall control the contest at LesseeTower Operator's expense but will shall consult with Lessee Tower Operator in good faith, but Lessee Tower Operator may require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in that event, unless the Tax Indemnitee will consult with Lessee in good faith, but has waived its right to indemnification for the Tax Indemnitee will retain ultimate control over such contestpayment that is being contested. The Tax Indemnitee will is not be obligated to contest any Tax Claim unless (i) in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee to the effect that there is a reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect (on the Effective Date) for the position to be asserted in contesting the matter in question, (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Property or the imposition of criminal penalties and (iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will loancontest unless Tower Operator has loaned, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will has fully indemnify indemnified the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will shall not make, accept, accept or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant that the Tower Operator has the right to Section 39(a) or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to contest under this Section 39(b), Agreement without the prior written consent of Lessee, which consent will not be unreasonably withheldTower Operator unless the Tax Indemnitee has waived its right to indemnification for the Tax payment that is being contested. The Tax Indemnitee will shall not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, Court or any comparable trial court unless Lessee will (i) Tower Operator shall have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee Tower Operator and reasonably acceptable to the Tax Indemnitee, to the effect that there is substantial authority for the position to be asserted in appealing the matter in question, (ii) Tower Operator is paying the reasonable costs of such appeal and (iii) the Tax Indemnitee is otherwise required by this Section 34(d) to contest the Taxes at issue hereunder. Sprint T-Mobile Collocator shall cause its Affiliates to comply with their obligations under this Section 39(e34(d).

Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee TowerCo may be required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIMTax Claim"), such Tax Indemnitee will shall promptly notify Lessee of the claim TowerCo thereof and provide Lessee TowerCo with relevant information relevant to such claimthereto; provided, however, that the failure by the Tax Indemnitee to provide any such information will shall not be treated as a failure to comply with this Section 39(d) unless the failure materially prejudices the conduct of such contest. With respect to Taxes indemnified under Section 39(b), Lessee will control the contest at Lessee's expensehereunder. With respect to Taxes indemnified under Section 39(a), the Tax Indemnitee will control the contest at Lessee's expense but will consult with Lessee in good faith, but Lessee TowerCo may require the Tax Indemnitee to contest such Tax Claim at LesseeTowerCo's expense and, in that event, the Tax Indemnitee will shall consult with Lessee TowerCo in good faith, but the Tax Indemnitee will shall retain ultimate control over such contest. The Notwithstanding the immediately preceding sentence, the Tax Indemnitee will shall not be obligated to contest any such Tax Claim unless (i1) prior to taking the first such required action, TowerCo shall have furnished to the Tax Indemnitee, in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Tax Indemnitee with an opinion of a nationally recognized, independent tax counsel chosen by Lessee TowerCo and reasonably acceptable to the Tax Indemnitee Indemnitee, or, in the case of a contest with respect to other Taxes, with an opinion of a qualified tax counsel chosen by TowerCo and reasonably acceptable to the Tax Indemnitee, to the effect that there is a reasonable basis as defined that is consistent with the standards provided for in Treas. Reg. Section 1.6662ABA Formal Opinion 85-3(b)(3) 352 as in effect (on the Effective Datedate hereof) for the position to be asserted in contesting the matter in question, (ii2) no event of default by Lessee TowerCo under this Agreement will Sublease shall have occurred and be continuing, (iii3) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Subleased Property or the imposition of criminal penalties and penalties, (iv4) TowerCo shall have acknowledged, in writing, that the contest is with respect to a liability that is indemnifiable by TowerCo pursuant to the terms of this Section 39(d), (5) if Lessee TowerCo reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will TowerCo shall loan, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will shall fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will shall not make, accept, or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant to Section 39(a) or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 39(b), without the prior written consent of LesseeTowerCo, which consent will shall not be unreasonably withheld. If TowerCo requests in writing that the Tax Indemnitee accept a settlement of a claim offered by the IRS (other than an offer conditioned upon the Tax Indemnitee's agreement with respect to any issue wholly or partly unrelated to the transactions contemplated by the Transaction Documents), the Tax Indemnitee shall either accept such settlement offer or agree with TowerCo that TowerCo's liability pursuant to Section 39 hereof shall be limited to an amount calculated on the basis of such settlement offer. The Tax Indemnitee will shall not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, or any comparable trial court unless Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee, to the effect that there is substantial authority for the position to be asserted in appealing the matter in question. Sprint Collocator shall cause its Affiliates to comply with their obligations under this Section 39(e)court.

Contest Rights. In (i) Terayon shall, or shall cause the event that Company to, promptly notify the Sellers' Representative in writing upon receipt by Terayon or the Company or any Affiliate of each thereof of each written communication with respect to any pending or threatened audit of, assessment against or court or other proceeding against the Company for any taxable period which could give rise to a claim for indemnity under Section 8.5(a) hereof (an "Indemnified Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIMLiability"), such Tax Indemnitee will promptly notify Lessee . The Sellers' Representative shall have the sole right to represent the interests of the claim Company in any audit, administrative, court or other proceeding relating to an Indemnified Tax Liability, to employ counsel or other representatives of its choice and provide Lessee with information relevant to such claim; provided, that the failure by the Tax Indemnitee to provide any such information will not be treated as a failure to comply with this Section 39(d) unless the failure materially prejudices otherwise control the conduct of such audit or proceeding in such manner as it deems fit in its sole discretion including, without limitation, to contest, litigate, compromise and settle any adjustment or assessment made or proposed therein. With respect The Sellers agree to Taxes indemnified under Section 39(b), Lessee will control keep Terayon informed of the contest at Lessee's expense. With respect progress of any such audits or proceedings and to Taxes indemnified under Section 39(a), the Tax Indemnitee will control the contest at Lessee's expense but will consult with Lessee in good faithfaith with Terayon in connection therewith. If the Sellers elect to so represent the Company's interests, but Lessee they shall within thirty (30) days of delivery of the notice by Terayon (or sooner, if the nature of the Indemnified Tax Liability so requires) notify Terayon in writing of their intent to do so, and Terayon agrees, and shall cause the Company and to agree, to cooperate, at the Sellers' sole expense, with the Sellers and their counsel or other representatives in the defense against or compromise of any adjustment or assessment made or proposed in any such audit or proceeding. If the Sellers elect not to represent the Company's or interests, Terayon may require the Tax Indemnitee to pay, compromise or contest such Indemnified Tax Claim at LesseeLiability in such manner as it deems appropriate (in its sole discretion); and the Sellers shall be deemed to have conceded Terayon's expense and, in that event, rights to indemnification from the Tax Indemnitee will consult with Lessee in good faith, but the Tax Indemnitee will retain ultimate control over such contest. The Tax Indemnitee will not be obligated Sellers pursuant to contest any Tax Claim unless (iSection 8.5(a) in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Indemnified Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee to the effect that there is a reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect (on the Effective Date) for the position to be asserted in contesting the matter in question, (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Property or the imposition of criminal penalties and (iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will loan, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will not make, accept, or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant to Section 39(a) or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 39(b), without the prior written consent of Lessee, which consent will not be unreasonably withheld. The Tax Indemnitee will not be required to appeal any adverse decision of the United States Tax Court, a Federal District Court, or any comparable trial court unless Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee, to the effect that there is substantial authority for the position to be asserted in appealing the matter in question. Sprint Collocator shall cause its Affiliates to comply with their obligations under this Section 39(e)Liability.