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 If any claim is made against Lessor or Lessor is otherwise liable, for any Taxes which Lessee is required to pay or indemnify against pursuant to this Agreement, Lessor shall, promptly upon becoming aware of the event that any Tax Indemnitee receives any same, notify Lessee in writing. If reasonably requested by Lessee in a written notice to Lessor, Lessor and Lessee shall (at the cost of any potential claim Lessee) seek the opinion of a reputable independent tax accountant or proposed adjustment against counsel in the relevant jurisdiction or jurisdictions acceptable to Lessor. If in the opinion of such Tax Indemnitee that would result in accountant or counsel, 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 contest of the claim has merit and provide a substantial chance of success, then to the extent that there are means available by which to do so, Lessor shall in good faith take such action as Lessee with information relevant may reasonably request to such claim; providedcontest (including pursuing all administrative and one level of judicial appeals) the validity, 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 applicability or amount of such contest. With respect to Taxes indemnified claim for taxes and shall: (a) resist or seek postponement of payment thereof if available and practicable; (b) pay the same only under Section 39(b)protest, Lessee will control the contest at Lessee's expense. With respect to Taxes indemnified under Section 39(a)if protest is necessary and proper; or (c) if payment shall be made, the Tax Indemnitee will control the contest at Lessee's expense but will consult with Lessee seek refund thereof 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 appropriate administrative or judicial (including one level of judicial appeal) proceedings; Provided Always that: (i) in the case of a contest with respect to federal income Taxes, Lessee shall indemnify Lessor (and prior to Lessor taking the first such required action shall provide to Lessor security satisfactory to Lessor in respect of any amounts so payable) against all losses, costs and expenses Lessor may incur in connection with or as a result of contesting such claim or taking such action, Lessee will have furnished to including, without limitation, all reasonable legal and accountants' fees and disbursements, and the Tax Indemnitee an opinion amount of any interest or penalties which may be payable and any other loss or damage whatsoever which may be incurred as 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 result of contesting the matter in question, such claim or taking such action; (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) if such contest does not involve a material risk is to be initiated by the Tax Indemnitee of sale, forfeiture, or loss payment 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 pursueclaiming of a refund for, a contest that requires payment of the Tax as a condition to pursuing the contestsuch Taxes, Lessee will loan, shall have advanced to Lessor sufficient funds (on an interest-free basis and, if such advance results in taxable income to Lessor on an after-tax basis, sufficient funds ) to the Tax Indemnitee make such payment; (iii) nothing herein shall require Lessor (acting reasonably and in good faith) to pay the Tax and disclose any interest information or penalties due on the date provide any document Lessor considers confidential to it or to any customer of payment, and will fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will not make, acceptit, or enter into a settlement to take or other compromise with respect to refrain from taking any Taxes indemnified pursuant to Section 39(a) action or forego doing anything which would (or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 39(bmight), without in the prior written consent opinion of Lessee, which consent will not be unreasonably withheld. The Tax Indemnitee will not be required to appeal Lessor adversely affect either immediately or at any adverse decision time in the future in any respect of any of the United States Tax Court, a Federal District Court, business or commercial interest of Lessor or any comparable trial court unless of its affiliates; and (iv) Lessee will have furnished shall give Lessor sufficient information concerning such contest as they may request from time 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)time.

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 If requested by the event that any Tax Indemnitee receives any Borrower in a written notice to the relevant Indemnitee and the Agent, following a demand by such Indemnitee (or by the Agent on its behalf) pursuant to Clause 4.12 (Deductions and Withholdings) or Clause 13.2 (Documentary Taxes) in respect 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")Liability of such Indemnitee, such Tax Indemnitee will promptly notify Lessee shall, to the extent that (a) it is able and entitled to do so, (b) it is not illegal or contrary to any official directive or policy for it to do so, (c) it is commercially reasonable for it to do so and (d) to do so would not adversely affect its business, operation or financial condition, take such action as the Borrower may reasonably request to contest (including pursuing all administrative appeals) the validity, applicability or amount of such Taxes and shall (x) seek postponement of payment thereof if available and practicable, (y) pay the same only under protest, if payment under protest is a permitted alternative under the laws and procedures of the claim relevant taxation authority 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) is in the case of circumstances, reasonable or (z) if payment must be or shall have been made, seek a contest with respect to federal income Taxes, refund thereof in appropriate administrative or judicial proceedings PROVIDED THAT:- (a) the Borrower shall indemnify such Indemnitee (and prior to taking the first such required actionaction shall if requested by such Indemnitee, Lessee will have furnished acting reasonably, provide to the Tax such Indemnitee an opinion security reasonably satisfactory to such Indemnitee in respect of any amounts so payable) against all losses, damages, costs and expenses which such Indemnitee may incur in connection with or as a nationally recognizedresult of contesting such claim or taking such action (including, independent without limitation, reasonable costs and expenses of legal counsel and 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)(3advisors) as well as any Tax Liability arising thereon or in effect connection therewith and the amount of any interest or penalties which may be payable and any other loss or damage whatsoever which may be incurred as a result of contesting such claim or taking such action; (on the Effective Dateb) for the position if such contest is to be asserted in contesting initiated by 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 payment 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 claiming of a refund for, such Taxes, the Borrower shall have advanced to such Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will loan, sufficient funds (on an interest-free basisbasis and, sufficient funds if such advance results in taxable 122 income to such Indemnitee, on an after-tax basis taking into account the Tax timing and incidence of tax payments) to make such payment; and (c) nothing herein shall require any Indemnitee to pay the Tax and disclose any interest information or penalties due on the date of paymentprovide any document such Indemnitee, and will fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will not makeacting in good faith, acceptconsiders confidential to it, or enter into a settlement to take or other compromise with respect to refrain from taking any Taxes indemnified pursuant to Section 39(a) action or forego doing anything which would (or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 39(bmight), without in the prior written consent opinion of Lesseesuch Indemnitee, which consent will not be unreasonably withheld. The Tax Indemnitee will not be required to appeal acting in good faith, materially adversely affect any adverse decision of the United States Tax Court, a Federal District Court, business or any comparable trial court unless Lessee will have furnished to the Tax Indemnitee an opinion commercial interests of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax such 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 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 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 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 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 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 one of the ALLTEL Companies receives any written notice of any a claim, potential claim or proposed adjustment against of any Tax for which ATC is responsible under this Section 35, such Tax Indemnitee ALLTEL Company shall notify both ATC and ALLTEL thereof no later than five (5) Business Days after the day of receipt of such notice, provided that would result in a Tax Loss no failure to give such notice shall relieve ATC of any liability under this Section 35, except to the extent ATC has suffered actual prejudice because of such failure. In addition, from time to time ATC might desire to challenge or a seek abatement with respect to the assessment of any 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 one 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 ALLTEL Companies for which ATC is responsible under this Section 39(d) unless 35. In either of the failure materially prejudices the conduct of such contest. With respect foregoing circumstances, upon providing notice to Taxes indemnified under Section 39(b)ALLTEL, Lessee will control the contest at Lessee's expense. With respect to Taxes indemnified under Section 39(a)ATC shall be entitled, the Tax Indemnitee will control the contest at Lessee's expense but will consult with Lessee in good faithif it so elects, 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 to take control of the case assertion, defense and investigation for such claim, potential claim, proposed adjustment, or claim of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the refund or abatement ("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 questionClaim"), (ii) no event to employ and engage attorneys of default by Lessee under this Agreement will have occurred its choice to handle and be continuingdefend the same, at ATC's cost, risk and expense, and (iii) to compromise or settle such contest does Tax Claim, which compromise or settlement shall be made only with the written consent of ALLTEL (such consent not involve to be unreasonably withheld, conditioned or delayed) unless such compromise or settlement involves only the payment of money damages payable by ATC or payment of a material risk refund or abatement to the Tax Indemnitee of sale, forfeiture, ATC or loss of, or the creation of any lien on, any of the Leased Property ALLTEL Companies and does not impose specific performance or other obligation upon any of the imposition ALLTEL Companies, in which case no such consent shall be required. All of criminal penalties and (iv) if Lessee reasonably requeststhe ALLTEL Companies shall cooperate with ATC by providing to ATC as needed any powers of attorney, access to records in their possession, copies of relevant notices received, and such other cooperation that would be necessary for ATC to prosecute or defend a Tax Claim. Any of the Tax Indemnitee elects to pursue, a contest ALLTEL Companies that requires receives 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 refund 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 abatement 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 a Tax for which ATC is responsible under this Section 39(b)35 shall immediately pay the amount of such refund or abatement over to ATC by means of cash or immediately available funds. If ATC fails to assume the defense of any Tax Claim within fifteen (15) Business Days after receipt of notice from one of the ALLTEL Companies or within ten (10) days prior to the expiration of any statute of limitations, such ALLTEL Company will (upon delivering notice to such effect to ATC) have the right to undertake the defense, compromise or settlement of such Tax Claim; provided, however, that such Tax Claim shall not be compromised or settled without the prior written consent of LesseeATC, which consent will shall not be unreasonably withheld, conditioned or delayed. The Tax Indemnitee will not be required to appeal any adverse decision ATC shall keep ALLTEL informed at all times of the United States status of the Tax CourtClaim, a Federal District Court, and ALLTEL or any comparable trial court unless Lessee will have furnished to affected ALLTEL Company may, at its own election and expense, participate in the defense of any such Tax Claim. In the event ALLTEL or an ALLTEL Company assumes the defense of the Tax Indemnitee an opinion Claim, such ALLTEL Company will keep ATC timely informed of a nationally recognizedthe progress of any such defense, 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)compromise or settlement.