Common use of Contest Clause in Contracts

Contest. In the event that an Indemnitee receives a written notice of a claim which, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 10, such Indemnitee shall promptly notify Lessee of such claim and, if requested by Lessee in writing, shall, at Lessee's sole expense, in good faith contest or shall permit Lessee, if desired by Lessee and such contest may be conducted in whole or in part separately in the name of Lessee without involving Taxes of such Indemnitee not indemnified hereunder, to contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicable, (y) not paying the same except under protest, if protest is necessary and proper, and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the Lessee shall not be permitted to contest in the name of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are unrelated to the transactions contemplated by the Financing Documents or the Operative Documents or Taxes based on or measured by the gross or net income of the Indemnitee, and provided, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the Indemnitee with respect to such contest, such Indemnitee may retain or reassert control of any contest that Lessee would otherwise be permitted to contest; provided, further, that the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied:

Contest. In the event that an Indemnitee receives a written notice of a claim which, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 10, such Indemnitee shall promptly notify Lessee of such claim and, if requested by Lessee in writing, shall, at Lessee's sole expense, in good faith contest or shall permit Lessee, if desired by Lessee and such contest may be conducted in whole or in part separately in the name of Lessee without involving Taxes of such Indemnitee not indemnified hereunder, to contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicable, (y) not paying the same except under protest, if protest is necessary and proper, and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the Lessee shall not be permitted to contest in the name of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are unrelated to the transactions contemplated by the Financing Documents or the Operative Documents or Taxes based on or measured by the gross or net income of the Indemnitee, and provided, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the Indemnitee with respect to such contest, such Indemnitee may retain or reassert control of any contest that Lessee would otherwise be permitted to contest; provided, further, that the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied:faith

Contest. In Lessee shall be entitled, at its sole cost and expense, acting through counsel acceptable to the event respective Indemnitee, (a) in any judicial or administrative proceeding that an Indemnitee receives a written notice of involves solely a claim which, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 10, such Indemnitee shall promptly notify Lessee of such claim and, if requested by Lessee in writing, shall, at Lessee's sole expense, in good faith contest for one or shall permit Lessee, if desired by Lessee and such contest may be conducted in whole or in part separately in the name of Lessee without involving Taxes of such Indemnitee not indemnified hereundermore Claims, to contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicableassume responsibility for and control thereof, (yb) not paying the same except under protest, if protest is necessary in any judicial or administrative proceeding involving a claim for one or more Claims and proper, and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the Lessee shall not be permitted to contest in the name of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are other claims related or unrelated to the transactions contemplated by this Lease, to assume responsibility for and control of such Claim or Claims to the Financing Documents or extent that the Operative Documents or Taxes based on or measured by the gross or net income same may be and are severed from such other claims (and each of the IndemniteeLessee and such Indemnitee shall use its commercially reasonable efforts to obtain such severance), and provided(c) in any other case, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such contestIndemnitee. Notwithstanding any of the foregoing to the contrary, Lessee shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings (i) while a Default or an Event of Default shall have occurred and be continuing, (ii) if such proceedings will involve any reasonable possibility of the sale, forfeiture or loss of, or the creation of any Lien (other than a Lessor’s Lien) on, the Aircraft, any Item of Equipment, this Lease, any other Operative Documents, or any part of the foregoing, (iii) if such Claims relate in any way to the business of any Indemnitee other than the transactions contemplated by this Lease or any of the other Operative Documents, (iv) if such Claims, in the opinion of independent counsel for such Indemnitee reasonably satisfactory to Lessee, have a reasonable possibility of otherwise compromising or jeopardizing any substantial interests of such Indemnitee, or (v) if Lessee shall not have furnished such Indemnitee with an opinion of independent counsel reasonably satisfactory to such Indemnitee to the effect that there exists a meritorious basis for contesting such Claims. The Indemnitee may retain participate with its own counsel, at its own expense, in any judicial proceeding controlled by Lessee pursuant to the preceding provisions. Lessee shall not without the prior written consent of the relevant Indemnitee enter into a settlement or reassert other compromise with respect to any Claims that may result in admission or culpability on the part of any Indemnitee, otherwise subject any Indemnitee to any civil or criminal penalty or other prejudice any Indemnitee or the Aircraft. If for any reason Lessee shall not be responsible for and be in control of any contest contemplated in this Section 18.7, Lessee may, so long as no Default or Event of Default shall have occurred and be continuing, nonetheless participate in any such contest, at its sole cost and expense, in a manner reasonably acceptable to the relevant Indemnitee. The Indemnitee shall supply Lessee with such information reasonably requested by Lessee (and to the extent that it is commercially reasonable for the Indemnitee to do so) as is necessary or advisable for Lessee would otherwise be to assume responsibility for and control or participate in any proceeding to the extent permitted to contest; providedby this Section 18.7. As long as no Default or Event of Default has occurred and is continuing, further, that the such Indemnitee shall not enter into a settlement or other compromise with respect to any Claims without the prior written consent of Lessee, which consent shall not be unreasonably withheld, unless such Indemnitee waives its right to be indemnified with respect to such Claims under this Section 18.7. Notwithstanding this Section 18.7, no Indemnitee shall be prevented from settling or paying any Claim immediately if required by Law to undertake or allow do so nor from assuming control of and terminating Lessee’s participation in its name or on its behalf any contest unless of a Claim if, in such Indemnitee’s judgment, the following conditions are satisfied:interest of any Indemnitee may be adversely affected or prejudiced by any delay, act, omission or continued contest by Lessee of such Claim.

Contest. In the event that an Indemnitee receives a written notice of a claim whichWith respect to any Claim imposed on, if sustainedincurred by, would require the payment of an indemnity or asserted against one or more Continental Indemnitees but not imposed on, incurred by Lessee pursuant to this Section 10or asserted against any other Indemnitees, such Indemnitee Sublessee shall promptly notify Lessee of such claim and, if requested by Lessee in writing, shallbe entitled, at Lessee's its sole cost and expense, acting through counsel reasonably acceptable to the respective Continental Indemnitee, (i) in good faith contest any judicial or shall permit Lessee, if desired by Lessee and administrative proceeding that involves solely one or more such contest may be conducted in whole or in part separately in the name of Lessee without involving Taxes of such Indemnitee not indemnified hereunderClaims, to contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicableassume responsibility for and control thereof, (yii) not paying the same except under protest, if protest is necessary in any judicial or administrative proceeding involving one or more such Claims and proper, and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the Lessee shall not be permitted to contest in the name of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are other claims related or unrelated to the transactions contemplated by this Sublease, to assume responsibility for and control of such Claims to the Financing Documents or extent that the Operative Documents or Taxes based on or measured by the gross or net income of the Indemniteesame may be and is severed from such other claims (and such Continental Indemnitee shall use its best efforts to obtain such severance), and provided(iii) in any other case involving such Claim, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the to be consulted by such Continental Indemnitee with respect to judicial proceedings subject to the control of such contestContinental Indemnitee. Notwithstanding any of the foregoing to the contrary, such Indemnitee may retain or reassert Sublessee shall not be entitled to assume responsibility for and control of any contest such judicial or administrative proceedings involving such a Claim (A) while an Event of Default under the Sublease shall have occurred and be continuing, (B) if such proceedings will involve any material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Aircraft, any item of Equipment, this Sublease or any part thereof unless Sublessee shall have protected Sublessor against such risk in a manner acceptable to Sublessor, (C) such Claims involved relate in any way to the business of any Indemnitee other than the transactions contemplated by this Sublease, (D) such Claims, in the opinion of independent counsel for such Continental Indemnitee reasonably satisfactory to Sublessee, have a reasonable possibility of otherwise compromising or jeopardizing any substantial interests of such Indemnitee, or (E) promptly following the request of a Continental Indemnitee, Sublessee shall not have furnished such Continental Indemnitee with an opinion of independent counsel reasonably satisfactory to such Continental Indemnitee to the effect that Lessee would otherwise be there exists a meritorious basis for contesting such Claims. The Continental Indemnitee may participate with its own counsel, at its own expense, in any judicial proceeding controlled by Sublessee pursuant to the preceding provisions. The Continental Indemnitee shall supply Sublessee with such information reasonably requested by Sublessee as is necessary or advisable for Sublessee to control or participate in any proceeding to the extent permitted to contest; provided, further, that the by this Section 9.2(b). Such Continental Indemnitee shall not enter into a settlement or other compromise with respect to any such Claims without the prior written consent of Sublessee, which consent shall not be required unreasonably withheld or delayed, unless such Continental Indemnitee waives its right to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied:be indemnified with respect to such Claims under this Section 9.2.

Contest. In the event that an Indemnitee receives a written notice of a claim which, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 10, such Indemnitee shall promptly notify Lessee of such claim and, if If reasonably requested by Lessee in writing, shallan Indemnitee shall upon receipt of an indemnity reasonably satisfactory to it and at the sole expense of Lessee (including, at Lessee's sole expensewithout limitation, payment on demand of all out-of-pocket costs, expenses, additions to tax because of underpayments of estimated Taxes, losses, legal and accounting and investigatory fees and disbursements, penalties, and interest) in good faith contest or shall permit Lessee, if desired by Lessee and such contest may be conducted in whole or in part separately in the name of Lessee without involving Taxes of such Indemnitee not indemnified hereunder, to contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicable, (y) not paying the same except under protest, if protest is necessary and proper, and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the Lessee shall that, in each such instance, such proceedings do not be permitted to contest in the name of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are unrelated to the transactions contemplated by the Financing Documents involve any substantial risk or the Operative Documents or Taxes based on or measured by the gross or net income danger of the Indemniteesale, forfeiture or loss of the Aircraft, and provided, provided further that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon shall have the Indemnitee right to forego administrative proceedings with respect to such contest, such Indemnitee may retain or reassert control the claim and contest the claim in an appropriate court of any contest that Lessee would otherwise be permitted to contest; provided, further, its choosing and provided further that the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied:

Contest. In Lessee shall be entitled, at its sole cost and expense, acting through counsel acceptable to the event respective Indemnitee, (a) in any judicial or administrative proceeding that an Indemnitee receives a written notice of involves solely a claim which, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 10, such Indemnitee shall promptly notify Lessee of such claim and, if requested by Lessee in writing, shall, at Lessee's sole expense, in good faith contest for one or shall permit Lessee, if desired by Lessee and such contest may be conducted in whole or in part separately in the name of Lessee without involving Taxes of such Indemnitee not indemnified hereundermore Claims, to contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicableassume responsibility for and control thereof, (yb) not paying the same except under protest, if protest is necessary in any judicial or administrative proceeding involving a claim for one or more Claims and proper, and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the Lessee shall not be permitted to contest in the name of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are other claims related or unrelated to the transactions contemplated by this Lease, to assume responsibility for and control of such Claim or Claims to the Financing Documents or extent that the Operative Documents or Taxes based on or measured by the gross or net income same may be and are severed from such other claims (and each of the IndemniteeLessee and such Indemnitee shall use its commercially reasonable efforts to obtain such severance), and provided(c) in any other case, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such contestIndemnitee. Notwithstanding any of the foregoing to the contrary, such Indemnitee may retain or reassert Lessee shall not be entitled to assume responsibility for and control of any contest such judicial or administrative proceedings (i) while a Default or an Event of Default shall have occurred and be continuing, (ii) if such proceedings will involve any reasonable possibility of the sale, forfeiture or loss of, or the creation of any Lien (other than a Lessor’s Lien) on, the Aircraft, any Item of Equipment, this Lease, any other Operative Documents, or any part of the foregoing, (iii) if such Claims relate in any way to the business of any Indemnitee other than the transactions contemplated by this Lease or any of the other Operative Documents, (iv) if such Claims, in the opinion of independent counsel for such Indemnitee reasonably satisfactory to Lessee, have a reasonable possibility of otherwise compromising or jeopardizing any substantial interests of such Indemnitee, or (v) if Lessee shall not have furnished such Indemnitee with an opinion of independent counsel reasonably satisfactory to such Indemnitee to the effect that there exists a meritorious basis for contesting such Claims. The Indemnitee may participate with its own counsel, at its own expense, in any judicial proceeding controlled by Lessee would pursuant to the preceding provisions. Lessee shall not without the prior written consent of the relevant Indemnitee enter into a settlement or other compromise with respect to any Claims that may result in admission or culpability on the part of any Indemnitee, otherwise be permitted subject any Indemnitee to contest; provided, further, that any civil or criminal penalty or other prejudice any Indemnitee or the Indemnitee Aircraft. If for any reason Lessee shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied:responsible

Contest. In If any claim is made against any Indemnitee, by commencement of proceedings against the event that an Indemnitee receives a written notice of a claim whichor otherwise, if sustained, would require the payment of for any Taxes as to which Lessee has an indemnity by Lessee obligation pursuant to this Section 108.1, such Indemnitee shall promptly notify Lessee of such claim and, if requested by Lessee in writing, shall, at Lessee's sole expense, in good faith contest or shall permit Lessee, if desired by Lessee and such contest may be conducted in whole or in part separately in the name of Lessee without involving Taxes of such Indemnitee not indemnified hereunder, to contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicable, (y) not paying the same except under protest, if protest is necessary and proper, and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the failure to give such notice shall relieve Lessee of its obligations hereunder only if such failure precludes a contest by Lessee hereunder. Lessee may, at its sole cost and expense, in good faith and by appropriate legal proceedings, contest or defend an asserted claim or liability for which it is indemnifying under this Section 8.1 (and has acknowledged liability in writing to the relevant Indemnified Parties) so long as in the reasonable opinion of the Indemnified Person, such defense is being diligently conducted by Persons reasonably satisfactory to the affected Indemnitees; provided, however, if there has been a material adverse change in the business, assets, operations, prospects or condition (financial or otherwise) of Lessee, Lessee may only conduct such contest upon providing a letter of credit, bond or other security satisfactory in all respects to Lessor to cover the potential Taxes involved in such contest; and provided further, however, that Lessee may not conduct any contest or defense (i) involving Taxes not indemnified by Lessee hereunder or (ii) if such Indemnitee or Owner Participant shall have reasonably determined that the conduct of such contest or defense will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall not be permitted have adequately bonded such Lien or otherwise made provision to contest in protect the name interests of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are unrelated and Owner Participant in a manner reasonably satisfactory to them) on the transactions contemplated by the Financing Documents Equipment or the Operative Documents any Unit of Equipment or Taxes based on or measured by the gross or net income may otherwise interfere with timely payments of the Indemnitee, and provided, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the Indemnitee with respect to such contest, such Indemnitee may retain or reassert control of any contest that Lessee would otherwise be permitted to contest; provided, further, that the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied:Rent.

Contest. In the event that an Indemnitee receives a written notice of a claim which, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 10, such Indemnitee shall promptly notify Lessee of such claim and, if If requested by Lessee in writing, shallan indemnitee shall upon receipt of (A) an indemnity from Lessee satisfactory to such Indemnitee for the expenses of contest (including, at without limitation, all costs, expenses, legal and accountants' fees and disbursements, penalties and interest) and for any liability or loss which Lessor may incur as a result of indemnified occurrence (an "indemnified Amount"), and (B) an opinion of Lessee's sole expensecounsel stating that reasonable grounds exist to take the action requested, in good faith and to the extent permitted by applicable law, contest or shall permit Lessee, if desired by (after consultation with Lessee and a determination by such contest may Indemnitee that the action to be conducted in whole or in part separately taken will not result in the name imposition of Lessee without involving Taxes a Lien upon any Item of Equipment or any interest therein (other than a Lien permitted by Section 15 hereof) will not result in a risk of the sale, forfeiture or other loss of any Item of Equipment or any interest therein, and will not involve the potential imposition of criminal liability on such Indemnitee or materially compromise or jeopardize any substantial interest of such Indemnitee not indemnified hereunder, to contest in the name of Lessee and/or the Indemnitee, ) the validity, applicability or amount of such Taxes Indemnified Amount in such Indemnitee's sole discretion by (x1) resisting payment thereof if practicable, thereof. (y2) not paying the same except under protest, protest if protest is necessary and proper, and or (z3) if payments be payment is made, using use reasonable efforts to obtain a refund thereof in appropriate administrative and or judicial proceedings; provided, however, that such Indemnitee need not contest the Lessee shall not be permitted to contest applicability of any such Indemnified Amount, if the matter in question is of a continuing nature and has previously been resolved against the name interests of such Indemnitee if such following a contest involves Taxes imposed against such Indemnitee that are unrelated pursuant to the transactions contemplated by the Financing Documents or the Operative Documents or Taxes based on or measured by the gross or net income provisions of the Indemnitee, and provided, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the Indemnitee with respect to such contest, such Indemnitee may retain or reassert control of any contest that Lessee would otherwise be permitted to contest; provided, further, that the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied:this Section 14.04.

Contest. In the event that an Indemnitee receives a written notice of a claim which, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 10, such Indemnitee shall promptly notify Lessee of such claim and, if If reasonably requested by Lessee in writing, shallan Indemnitee shall upon receipt of an indemnity reasonably satisfactory to it and at the sole expense of Lessee (including, at Lessee's sole expensewithout limitation, payment on demand of all out-of-pocket costs, expenses, additions to tax because of underpayments of estimated Taxes, losses, legal and accounting and investigatory fees and disbursements, penalties, and interest) in good faith contest or shall permit Lessee, if desired by Lessee and such contest may be conducted in whole or in part separately in the name of Lessee without involving Taxes of such Indemnitee not indemnified hereunder, to contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicable, (y) not paying the same except under protest, if protest is necessary and proper, and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the Lessee shall that, in each such instance, 65 such proceedings do not be permitted to contest in the name of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are unrelated to the transactions contemplated by the Financing Documents involve any substantial risk or the Operative Documents or Taxes based on or measured by the gross or net income danger of the Indemniteesale, forfeiture or loss of the Aircraft, and provided, provided further that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon shall have the Indemnitee right to forego administrative proceedings with respect to such contest, such Indemnitee may retain or reassert control the claim and contest the claim in an appropriate court of any contest that Lessee would otherwise be permitted to contest; provided, further, its choosing and provided further that the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied:

Contest. In the event that an Indemnitee receives a written notice of a claim which, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 10, such Indemnitee shall promptly notify Lessee of such claim and, if requested by Lessee in writing, shall, at Lessee's sole expenseMortgagor may, in good faith and with due diligence, contest or cause to be contested by appropriate legal proceeding, the validity or amount of any such Taxes as provided in Section 6(a) hereof, provided that (i) no Event of Default has occurred and is continuing (unless the Taxes have been paid under protest or Mortgagor has deposited the security required under clause (v) below), (ii) such proceeding shall permit Lesseesuspend the collection of the Taxes from Mortgagor and from the Premises or Mortgagor shall have paid all of the Taxes under protest, if desired by Lessee (iii) such proceeding shall be permitted under and such contest may be conducted in whole or in part separately in accordance with the name provisions of Lessee without involving Taxes of such Indemnitee any other instrument encumbering the Premises to which Mortgagor is subject and shall not indemnified hereunder, to contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicableconstitute a default thereunder, (yiv) not paying neither the same except Premises nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost, and (v) Mortgagor shall have deposited with Mortgagee adequate reserves for the payment of the Taxes, together with all interest and penalties thereon, unless Mortgagor has paid all of the Taxes under protest, or, if protest is necessary and propersuch Taxes are not deposited with Mortgagor or paid under protest, and (z) if payments Mortgagor shall have furnished the security as may be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the Lessee shall not be permitted to contest required in the name of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are unrelated proceeding to insure the transactions contemplated by the Financing Documents or the Operative Documents or Taxes based on or measured by the gross or net income of the Indemnitee, and provided, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the Indemnitee with respect to such contest, such Indemnitee may retain or reassert control payment of any contest that Lessee would otherwise be permitted to contest; providedcontested Taxes, further, that the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied:together with all interest and penalties thereon.

Contest. In the event that an Indemnitee receives If a written notice claim is made against an Indemnified Person for any Taxes (it being understood and agreed that “Taxes” includes Finance Lease Withholding Taxes for all purposes of a claim which, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 1014) with respect to which the Lessee is liable for payment or indemnity hereunder, such Indemnitee Indemnified Person shall promptly notify give the Lessee notice in writing of such claim andwithin 30 days after its receipt, but the failure to give such notice shall not diminish the Lessee’s obligation hereunder except to the extent such failure precludes the Lessee from contesting such claim. The Indemnified Person shall in good faith, and at the Lessee’s expense, if timely requested in writing by the Lessee in writing, shall, at Lessee's sole expense, in good faith contest within 30 days of receipt of notice from such Indemnified Person (or shall permit Lessee, if desired by Lessee and such contest earlier time as may be conducted in whole required by law or in part separately regulation for the Indemnified Person to commence such contest), contest in the name of the Indemnified Person, or provided no unrelated issues are or might be involved and if permissible as a matter of law, at the request of the Lessee, permit the Lessee without involving Taxes of such Indemnitee not indemnified hereunder, to contest in the name of the Lessee and/or or the IndemniteeIndemnified Person (unless the Indemnified Person in good faith shall determine that such contest by the Lessee could have an adverse impact on the business or operations of such Indemnified Person or any Affiliate thereof, in which case the Indemnified Person may retain or reassert control of the contest) (any contest being contested by the Lessee in the name of the Lessee or by the Lessee in the name of the Indemnified Person being referred to herein as a “Lessee-Controlled Contest”) the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicable, (y) not paying the same except under protest, if protest is necessary and proper, and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the Lessee shall not be permitted to contest in the name of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are unrelated to the transactions contemplated by the Financing Documents or the Operative Documents or Taxes based on or measured by the gross or net income of the Indemnitee, and provided, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the Indemnitee with respect to such contest, such Indemnitee may retain or reassert control of any contest that Lessee would otherwise be permitted to contest; provided, further, that the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfiedby:

Contest. In (1) The Executive shall notify the event that an Indemnitee receives Corporation within 30 days of receipt from the Internal Revenue Service of a written revenue agent’s report, a 30-day letter or a notice of deficiency (as described in Section 6212 of the Code or any successor provision) or of a similar written claim whichfrom a state taxing authority, if sustainedin which an adjustment is proposed to the federal or state taxes of the Executive for which the Corporation would be required to indemnify the Executive hereunder. If the Corporation (i) requests the Executive to do so within 30 days after such notice, would require and (ii) furnishes the payment Executive an opinion of an indemnity recognized tax counsel selected by Lessee pursuant the Corporation and approved by the Executive, which approval shall not unreasonably be withheld, (hereinafter “Tax Counsel”) to this Section 10the effect that a reasonable basis exists for contesting such proposed adjustment, such Indemnitee the Executive shall promptly notify Lessee contest the proposed adjustment in good faith, shall keep the Corporation reasonably informed as to the progress of such claim andcontest, if requested by Lessee in writing, shall, at Lessee's sole expense, and shall consider in good faith contest or shall permit Lessee, if desired any suggestion made by Lessee and the Corporation as to the method of pursuing such contest may be conducted in whole or in part separately in the name of Lessee without involving Taxes of such Indemnitee not indemnified hereunder, to contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes by (x) resisting payment thereof if practicable, (y) not paying the same except under protest, if protest is necessary and proper, and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedingscontest; provided, however, that the Lessee Executive shall not be permitted obligated to contest such adjustment unless (i) the Corporation acknowledges in writing its liability under paragraph (b) above to indemnify the Executive in the name of such Indemnitee if such contest involves Taxes imposed against such Indemnitee event that are unrelated the Internal Revenue Service or a state taxing authority prevails in its position regarding the proposed adjustment; (ii) the Corporation shall have fully performed its prior obligations under this Agreement; and (iii) the subject matter thereof shall not have been previously decided pursuant to the transactions contemplated by the Financing Documents or the Operative Documents or Taxes based on or measured by the gross or net income contest provisions of the Indemnitee, and provided, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the Indemnitee this paragraph (c) with respect to such contestany other executive of the Corporation, such Indemnitee may retain or reassert control unless the Corporation shall have furnished an opinion of any contest Tax Counsel to the Executive that Lessee would otherwise be permitted to more likely than not the Executive will prevail in the contest; provided, further, that the Indemnitee Executive shall not determine, in her sole discretion, the nature of all action to be required taken to undertake contest such proposed adjustment, including (x) whether any action to contest such proposed adjustment initially shall be by way of judicial or allow in its name administrative proceedings, or on its behalf any contest unless the following conditions are satisfied:both,