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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuing.

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 (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable toto Lessee to the effect that a reasonable basis (as defined in ABA Opinion 85-352) exists to contest such claim (which opinion shall be obtained at Lessee's sole cost and expense), provided however, that in the event the subject matter of the contest is of a continuing nature and has previously been decided adversely pursuant to the contest provisions of this Section 10, there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided and such Indemnitee shall have received an opinion of tax counsel, to the effect that, as a result of such change other than a change in statutory law, it is more likely than not that the position which the Indemnitee or the Lessee, as the case may be, had asserted in such previous contest would prevail and, in the case of statutory changes-in-law, it is as likely as not that the position will prevail, and (b) agreed to pay Indemnitee for all reasonable costs and expenses which Indemnitee may incur in contesting such claim (including without limitation, payment on demand of all out-of-pocket costs, expenses, additions to tax because of underpayment of estimated taxes, losses, legal and accounting and investigatory fees and disbursements, penalties, and interests), (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the EngineAircraft, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuing.

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 that Lessee would otherwise be permitted to contest; provided, further, that such judicial or administrative proceedings involving such a Claim (A) while an Event of Default under 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: (i) Lessee Sublease shall have occurred and be continuing, (aB) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for if such proceedings will involve any individual claim is at issue, (iii) there is no substantial material risk or danger of the sale, forfeiture or loss of, or forfeiture the creation of any Lien (other than a Permitted Lien) on the Engine, (iv) Lessee Aircraft, any item of Equipment, this Sublease or any part thereof unless Sublessee shall have admitted its liability protected Sublessor against such risk in a manner acceptable to indemnify Owner Participant 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 claim Continental Indemnitee reasonably satisfactory to Sublessee, have a reasonable possibility of otherwise compromising or set forth in writing why it is not so liable, jeopardizing any substantial interests of such Indemnitee, or (vE) if such contest is to be initiated by promptly following the payment of, and the claiming request of a refund forContinental Indemnitee, Sublessee shall not have furnished such Taxes, the Lessee shall have advanced Continental Indemnitee with an opinion of independent counsel reasonably satisfactory to such Continental Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event that 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 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 Default has occurred and is continuingSublessee, which consent shall not be unreasonably withheld or delayed, unless such Continental Indemnitee waives its right to be indemnified with respect to such Claims under this Section 9.2.

Contest. In the event that an If written claim is made against any Tax Indemnitee receives a written notice of a claim which, if sustained, would require the payment of an indemnity by Lessee pursuant for or with respect to this Section 10any Taxes (other than Non-Indemnified Taxes), such Tax Indemnitee shall promptly notify Lessee of such claim and, if the Lessee. If reasonably requested by the Lessee in writingwriting within 30 days after such notification, such Tax Indemnitee shall, upon receipt of indemnity satisfactory to such Tax Indemnitee and at Lessee's sole expensethe expense of the Lessee (including all reasonable out-of-pocket costs, expenses, losses, legal and accountants' fees and disbursements, penalties and interest), in good faith contest or shall permit Lessee, if desired to the extent permissible by law allow 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 Lessee's or such Tax Indemnitee's name, the validity, applicability or amount of such Taxes by either (xi) resisting payment thereof if practicablepracticable and permitted by Applicable Law, or (y) not paying the same except under protest, if protest is necessary and proper, and (zii) if payments be payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, howeverand in the contest of any such claim by any Tax Indemnitee, such Tax Indemnitee shall apprise 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 all material possibility of a material adverse impact upon the Indemnitee developments with respect to such contest, shall forward copies of all material submissions made in such Indemnitee may retain or reassert control contest and shall materially comply in good faith with any reasonable request concerning the conduct of any contest that Lessee would otherwise be permitted to such contest; provided, furtherthat no Tax Indemnitee will be obliged to take any such action: (a) if it waives its right under this Agreement to the indemnity at issue in such contest; or (b) unless there is a reasonable basis for such contest, and if the amount of Tax in controversy exceeds $50,000, Lessee provides such Tax Indemnitee with an opinion of independent tax counsel satisfactory to such Tax Indemnitee, both as to counsel and substance, to the effect that there is a reasonable basis for such contest; or (c) for which Lessee has not made adequate provision to the reasonable satisfaction of the Lessor or such Financing Party (as the case may be) in respect of the expense concerned; or (d) if such action gives rise to any material likelihood of the Aircraft or any interest therein being sold, forfeited or otherwise lost or of criminal liability on the part of the Lessor or any Financing Party. If any Tax Indemnitee, in accordance with the foregoing, determines to pay such Taxes and seek a refund, Lessee will either pay such Taxes on such Tax Indemnitee's behalf and pay such Tax Indemnitee any amount due with respect to such payment or will promptly reimburse such Tax Indemnitee for such Taxes. If any Tax Indemnitee shall obtain a refund of all or any part of such Taxes paid by the Lessee, such Tax Indemnitee shall pay Lessee the amount of such refund; provided, that the Indemnitee such amount shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for payable before such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, time as the Lessee shall have advanced made all payments or indemnities to such any Tax Indemnitee sufficient funds (on an interest free basis) then due with respect to make such payments, (vi) Taxes and so long as no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuing. If in addition to such refund any Tax Indemnitee shall receive an amount representing interest, attorneys fees or any other amount with respect to such refund, Lessee shall be paid that proportion of such interest, attorneys fees or any other amount which is fairly attributable to the Taxes paid by the Lessee prior to the receipt of such refund. No Tax Indemnitee shall enter into a settlement or other compromise with respect to, or otherwise concede, any claim by a taxing authority on account of Taxes being contested by Lessee pursuant to this Clause 5.12 without the written consent of Lessee, which consent shall not be unreasonably withheld. If a Tax Indemnitee enters into a settlement or other compromise without the written consent of Lessee in accordance with the preceding sentence, such Tax Indemnitee shall be deemed to have waived its right to be indemnified by Lessee with respect to such claim (but not with respect to any future claims).

Contest. In the event that an Indemnitee receives a If written notice of a claim whichis made against Lessor or Lender for or with respect to any Taxes (other than Lessor Taxes), if sustainedLessor shall, would require the payment of an indemnity by Lessee pursuant to this Section 10and shall cause Lender to, such Indemnitee shall promptly notify Lessee of such claim and, if the Lessee. If reasonably requested by the Lessee in writingwriting within 30 days after such notification, shallLessor shall or shall cause Lender to, upon receipt of indemnity satisfactory to Lessor or Lender, as the case may be, and at Lessee's sole expensethe expense of the Lessee (including all costs, expenses, losses, legal and accountants' fees and disbursements, penalties and interest), in good faith contest or shall permit Lessee, if desired to the extent permissible by law allow 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 Lessee's, the name of Lessee and/or Lessors or the IndemniteeLender's name, the validity, applicability or amount of such Taxes by either (xi) resisting payment thereof if practicablepracticable and permitted by applicable law, or (y) not paying the same except under protest, if protest is necessary and proper, and (zii) if payments be payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, and in the contest of any such claim by Lessor or Lender, Lessor shall, and shall cause Lender to, apprise the Lessee of all material developments with respect to such contest, shall forward copies of all material submissions made in such contest and shall materially comply in good faith with any reasonable request concerning the conduct of any such contest; provided, however, the Lessee shall Lessor or the Lender (as the case may be) will not be permitted obliged to contest take any such action: (a) which the Lessor or the Lender (as the case may be) considers, in its reasonable discretion, may prejudice it; or (b) which the name Lessor or the Lender (as the case may be) reasonably considers does not have a reasonable prospect of such Indemnitee success; or (c) for which the Lessee has not made adequate provision to the reasonable satisfaction of the Lessor or the Lender (as the case may be) in respect of the expense concerned; or (d) if such contest involves Taxes imposed against such Indemnitee that are unrelated action gives rise to any material likelihood of the transactions contemplated by Aircraft or any interest therein being sold, forfeited or otherwise lost or of criminal liability on the Financing Documents part of the Lessor or the Operative Documents Lender. If Lessor or Lender, in accordance with the foregoing, determines to pay such Taxes based and seek a refund, Lessee will either pay such Taxes on Lessor's or measured by Lender's behalf and pay Lessor or Lender, as the gross or net income of the Indemniteecase may be, and provided, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the Indemnitee any amount due with respect to such contestpayment or will promptly reimburse Lessor for such Taxes. If Lessor shall obtain a refund of all or any part of such Taxes paid by the Lessee, Lessor shall pay the Lessee the amount of such Indemnitee may retain or reassert control of any contest refund; provided that Lessee would otherwise be permitted to contest; provided, further, that the Indemnitee such amount shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for payable before such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, time as the Lessee shall have advanced made all payments or indemnities to such Indemnitee sufficient funds (on an interest free basis) Lessor then due with respect to make such payments, (vi) Taxes and so long as no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuing. If in addition to such refund Lessor shall receive an amount representing interest, attorneys fees or any other amount on the amount of such refund, the Lessee shall be paid that proportion of such interest, attorneys fees or any other amount which is fairly attributable to the Taxes paid by the Lessee prior to the receipt of such refund. Lessor and/or Lender shall not enter into a settlement or other compromise with respect to, or otherwise concede, any claim by a taxing authority on account of Taxes being contested by Lessee pursuant to this Clause 5. 10 without the written consent of Lessee, which consent shall not be unreasonably withheld, unless Lessor waives its right and the right of Lender to be indemnified by Lessee with respect to such claim (but not with respect to any future claims).

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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable toto Lessee to the effect that a reasonable basis (as defined in ABA Opinion 85-352) exists to contest such claim (which opinion shall be obtained at Lessee's sole cost and expense), provided however, that in the event the subject matter of the contest is of a continuing nature and has previously been decided adversely pursuant to the contest provisions of this Section 10, there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided and such Indemnitee shall have received an opinion of tax counsel, to the effect that, as a result of such change other than a change in statutory law, it is more likely than not that the position which the Indemnitee or the Lessee, as the case may be, had asserted in such previous contest would prevail and, in the case of statutory changes-in-law, it is as likely as not that the position will prevail, and (b) agreed to pay Indemnitee for all reasonable costs and expenses which Indemnitee may incur in contesting such claim (including without limitation, payment on demand of all out-of-pocket costs, expenses, additions to tax because of underpayment of estimated taxes, losses, legal and accounting and investigatory fees and disbursements, penalties, and interests), (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the EngineAircraft, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect thatthat Indemnitee is more likely than not to prevail in such appeal, and (viii) no Event of Default has occurred and is continuing.

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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuing., (ii) the amount of such Taxes shall be at least $50,000, (iii) in the event an administrative proceeding is to be appealed in a judicial proceeding, as for the first level of judicial proceeding, Lessee shall have provided the Indemnitee with an opinion of legal counsel selected by the Indemnitee and reasonably acceptable to Lessee ("Tax Counsel") to the effect that a reasonable basis exists to contest such claim (which opinion shall be obtained at Lessee's sole cost and expense),

Contest. In the event that an Indemnitee receives a After prior written notice of a claim whichto Lender, 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, shallBorrower, at Lessee's sole its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith contest and with due diligence, the amount or shall permit Lessee, if desired by Lessee and such contest may be conducted validity or application in whole or in part separately of any of the Taxes, Other Charges or any Lien (other than the Lien of the Loan Documents) provided that, and only for so long as (1) no Event of Default exists; (2) neither any Collateral nor the Property or any part thereof or interest therein will in the name opinion of Lessee without involving Taxes Lender be in danger of being sold, forfeited, terminated, canceled or lost; (3) in the case of Taxes, Borrower has paid or caused to be paid the same before delinquent even though they are contesting the same; (4) such contest shall be permitted under and be conducted in accordance with Applicable Law and in accordance with the provisions of any other instrument or agreement affecting any Property to which Borrower is subject and shall not constitute a default thereunder; (5) Borrower promptly pays or causes to be paid any contested amount if and to the extent the outcome of such Indemnitee not indemnified hereunder, contest requires the payment of the same; and (6) unless Borrower shall have paid or caused 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 be paid the same except under protest, if protest is necessary at Lender’s option Borrower shall have or shall cause to be either (i) deposited with Lender adequate cash reserves for the payment thereof, together with all interest and properpenalties which may accrue thereon, or (ii) furnished to Lender such other security Lender may deem adequate to insure the payment of such contested amounts together with all interest and (z) if payments be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedingspenalties which may accrue thereon; provided, however, Lender agrees that Borrower may satisfy the Lessee shall not requirements of this clause (6) by obtaining or causing to be permitted obtained in favor of Lender an indemnity (in form and content acceptable to contest Lender) from the Title Company or other surety acceptable to Lender 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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected Lien being contested by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuingBorrower.

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 determine, in his sole discretion, the nature of all action to be taken to contest such proposed adjustment, including (x) whether any action to contest such proposed adjustment initially shall be by way of judicial or administrative proceedings, or both, (y) whether any such proposed adjustment shall be contested by resisting payment thereof or by paying the same and seeking a refund thereof, and (z) if the Executive shall undertake judicial action with respect to such proposed adjustment, the court or other judicial body before which such action shall be commenced. The Executive shall, if requested by the Corporation within 30 days of an adverse determination by any court, and if Tax Counsel is of the opinion that there is a reasonable basis for a successful appeal of the matter in question, be obligated to appeal such adverse determination: (2) The Executive shall not be required to undertake or allow in its name or on its behalf take any contest action pursuant to this paragraph (c) unless and until the following conditions are satisfied: (i) Lessee Corporation shall have (a) furnished Indemnitee with agreed in writing to indemnify the Executive in a written opinion of tax counsel selected by Indemnitee and manner reasonably acceptable to (ii) a threshold amount of $50,000 satisfactory to the Executive for any individual claim is at issue, (iii) there is no substantial risk fees, expenses, statutory or danger regulatory penalties, interest, additions to tax, or other similar liabilities or losses which the Executive may incur as a result of contesting the sale, loss or forfeiture validity of the Engine, (iv) Lessee any proposed adjustment and shall have admitted its liability agreed to indemnify Owner Participant pay (or in the Executive's sole discretion to prepay) to the Executive on demand all costs and expenses which the Executive may incur in connection with contesting such proposed adjustment (including without limitation fees and disbursements of counsel). If the Executive determines to contest any adjustment by paying the additional tax and suing for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxesrefund, the Lessee Corporation shall have advanced timely advance to such Indemnitee sufficient funds (the Executive on an interest free basis an amount equal to the sum of any tax, interest, penalties and additions to tax which are required to be paid; provided, however, that, if the Executive is required to include in income any amount with respect to such loan or the imputation of interest thereon in any taxable year of the Executive prior to final determination of the contest, then the Corporation, within 30 days of written notice thereof by the Executive, shall pay to the Executive an amount which, after deduction of all additional Federal, state and local taxes required to be paid by the Executive in respect of the receipt of such amount (assuming, for this purpose, that the Executive is subject to the maximum marginal rate of taxation applicable to individuals at such times as such amount becomes due), shall be equal to the aggregate additional federal and state income taxes payable by the Executive with respect to such taxable year as a result of such inclusion. Upon receipt by the Executive of a refund of any amounts paid by the Executive based on any adjustment in respect of which amounts the Executive shall have been paid or advanced an equivalent amount by the Corporation, the Executive shall pay to the Corporation the amount of such refund (which, in the case of any contest in which a loan has been advanced pursuant to this paragraph, shall be deemed to be in repayment of the loan advanced by the Corporation to the extent fairly attributable thereto), but not in excess of the amount paid or advanced by the Corporation, together with any interest received by the Executive on such refund plus any net additional Federal, state or local tax benefits actually realized by the Executive as the result of such payment, and reduced by the amount of any Federal, state or local tax actually payable with respect to receipt of such refund; provided, however, that the Executive may offset the amount of such refund and benefits against any amount due and owing by the Corporation to the Executive pursuant to this Agreement. Upon disallowance of any such refund, the Corporation shall forgive the amount of the advance fairly attributable thereto and shall pay to the Executive the amount of its indemnity obligation hereunder, including such amount as, after deduction of all taxes required to be paid by the Executive in respect of the receipt of such amount under the laws of any Federal, state or local government or taxing authority of the United States, shall be equal to the sum on an after-tax basis) , of any tax, interest, penalties or additions to make tax payable with respect to the forgiveness of such payments,advance. (vi3) no claim If any adjustment referred to in this paragraph (c) shall be appealed to proposed and the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense Corporation shall have furnished Indemnitee requested the Executive to contest such adjustment as above provided and shall have duly complied with a written the terms of this paragraph (c), the Corporation's liability with respect to such adjustment shall become fixed upon final determination of such adjustment; provided, however, that if the Corporation shall not deliver the opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee Tax Counsel provided in this paragraph (c) to the effect that (viii) no Event of Default has occurred and that there is continuinga reasonable basis for a contest or appeal, then the Corporation's obligation to pay such indemnity shall become immediately fixed.

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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable toto Lessee to the effect that a reasonable basis (as defined in ABA Opinion 85-352) exists to contest such claim (which opinion shall be obtained at Lessee's sole cost and expense), provided however, that in the event the subject matter of the contest is of a continuing nature and has previously been decided adversely pursuant to the contest provisions of this Section 10, there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided and such Indemnitee shall have received an opinion of tax counsel, to the effect that, as a result of such change other than a change in statutory law, it is more likely than not that the position which the Indemnitee or the Lessee, as the case may be, had asserted in such previous contest would prevail and, in the case of statutory changes-in-law, it is as likely as not that the position will prevail, and (b) agreed to pay Indemnitee for all reasonable costs and expenses which Indemnitee may incur in contesting such claim (including without limitation, payment on demand of all out-of-pocket costs, expenses, additions to tax because of underpayment of estimated taxes, losses, legal and accounting and investigatory fees and disbursements, penalties, and interests), (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the EngineAircraft, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect thatand (viii) no Event of Default has occurred and is continuing.

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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable toto Lessee to the effect that a reasonable basis (as defined in ABA Opinion 85-352) exists to contest such claim (which opinion shall be obtained at Lessee's sole cost and expense), provided however, that in the event the subject matter of the contest is of a continuing nature and has previously been decided adversely pursuant to the contest provisions of this Section 10, there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided and such Indemnitee shall have received an opinion of tax counsel, to the effect that, as a result of such change other than a change in statutory law, it is more likely than not that the position -56- 62 which the Indemnitee or the Lessee, as the case may be, had asserted in such previous contest would prevail and, in the case of statutory changes-in-law, it is as likely as not that the position will prevail, and (b) agreed to pay Indemnitee for all reasonable costs and expenses which Indemnitee may incur in contesting such claim (including without limitation, payment on demand of all out-of-pocket costs, expenses, additions to tax because of underpayment of estimated taxes, losses, legal and accounting and investigatory fees and disbursements, penalties, and interests), (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect thatthat Indemnitee is more likely than not to prevail in such appeal, and (viii) no Event of Default has occurred and is continuing.

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 be required to undertake or allow determine, in its name or on its behalf any contest unless her sole discretion, the following conditions are satisfied: (i) Lessee shall have (a) furnished Indemnitee with a written opinion nature of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is all action to be initiated by the payment oftaken to contest such proposed adjustment, and the claiming of a refund for, including (x) whether any action to contest such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim proposed adjustment initially shall be appealed to the U.S. Supreme Courtby way of judicial or administrative proceedings, or both, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuing.

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 be (i) no Event of Default has occurred and is continuing, (ii) 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 shall 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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of at least $50,000 for any individual claim is at issue50,000, (iii) there in the event an administrative proceeding is no substantial risk or danger to be appealed in a judicial proceeding, as for the first level of judicial proceeding, Lessee shall have provided the sale, loss or forfeiture Indemnitee with an opinion of legal counsel selected by the EngineIndemnitee and reasonably acceptable to Lessee ("Tax Counsel") to the effect that a reasonable basis exists to contest such claim (which opinion shall be obtained at Lessee's sole cost and expense), (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced or caused to be advanced to such Indemnitee sufficient funds (on an interest interest-free basis) to make such payments,payments and shall have agreed to indemnify such Indemnitee against any adverse tax consequences of such advance, and (viv) no claim in the event a judicial decision is to be appealed, the amount of such Taxes is at least $150,000 and the Indemnitee shall have received an opinion of Tax Counsel (which opinion shall be appealed to the U.S. Supreme Court, (viiobtained at Lessee's sole expense) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and that it is continuing.more likely than not that the Indemnitee will prevail, and

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 determine, in her sole discretion, the nature of all action to be taken to contest such proposed adjustment, including (x) whether any action to contest such proposed adjustment initially shall be by way of judicial or administrative proceedings, or both, (y) whether any such proposed adjustment shall be contested by resisting payment thereof or by paying the same and seeking a refund thereof, and (z) if the Executive shall undertake judicial action with respect to such proposed adjustment, the court or other judicial body before which such action shall be commenced. The Executive shall, if requested by the Corporation within 30 days of an adverse determination by any court, and if Tax Counsel is of the opinion that there is a reasonable basis for a successful appeal of the matter in question, be obligated to appeal such adverse determination. (2) The Executive shall not be required to undertake or allow in its name or on its behalf take any contest action pursuant to this paragraph (c) unless and until the following conditions are satisfied: (i) Lessee Corporation shall have (a) furnished Indemnitee with agreed in writing to indemnify the Executive in a written opinion of tax counsel selected by Indemnitee and manner reasonably acceptable to (ii) a threshold amount of $50,000 satisfactory to the Executive for any individual claim is at issue, (iii) there is no substantial risk fees, expenses, statutory or danger regulatory penalties, interest, additions to tax, or other similar liabilities or losses which the Executive may incur as a result of contesting the sale, loss or forfeiture validity of the Engine, (iv) Lessee any proposed adjustment and shall have admitted its liability agreed to indemnify Owner Participant pay (or in the Executive’s sole discretion to prepay) to the Executive on demand all costs and expenses which the Executive may incur in connection with contesting such proposed adjustment (including without limitation fees and disbursements of counsel). If the Executive determines to contest any adjustment by paying the additional tax and suing for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxesrefund, the Lessee Corporation shall have advanced timely advance to such Indemnitee sufficient funds (the Executive on an interest free basis an amount equal to the sum of any tax, interest, penalties and additions to tax which are required to be paid; provided, however, that, if the Executive is required to include in income any amount with respect to such loan or the imputation of interest thereon in any taxable year of the Executive prior to final determination of the contest, then the Corporation, within 30 days of written notice thereof by the Executive, shall pay to the Executive an amount which, after deduction of all additional Federal, state and local taxes required to be paid by the Executive in respect of the receipt of such amount (assuming, for this purpose, that the Executive is subject to the maximum marginal rate of taxation applicable to individuals at such times as such amount becomes due), shall be equal to the aggregate additional federal and state income taxes payable by the Executive with respect to such taxable year as a result of such inclusion. Upon receipt by the Executive of a refund of any amounts paid by the Executive based on any adjustment in respect of which amounts the Executive shall have been paid or advanced an equivalent amount by the Corporation, the Executive shall pay to the Corporation the amount of such refund (which, in the case of any contest in which a loan has been advanced pursuant to this paragraph, shall be deemed to be in repayment of the loan advanced by the Corporation to the extent fairly attributable thereto), but not in excess of the amount paid or advanced by the Corporation, together with any interest received by the Executive on such refund plus any net additional Federal, state or local tax benefits actually realized by the Executive as the result of such payment, and reduced by the amount of any Federal, state or local tax actually payable with respect to receipt of such refund; provided, however, that the Executive may offset the amount of such refund and benefits against any amount due and owing by the Corporation to the Executive pursuant to this Agreement. Upon disallowance of any such refund, the Corporation shall forgive the amount of the advance fairly attributable thereto and shall pay to the Executive the amount of its indemnity obligation hereunder, including such amount as, after deduction of all taxes required to be paid by the Executive in respect of the receipt of such amount under the laws of any Federal, state or local government or taxing authority of the United States, shall be equal to the sum on an after-tax basis) , of any tax, interest, penalties or additions to make tax payable with respect to the forgiveness of such payments,advance. (vi3) no claim If any adjustment referred to in this paragraph (c) shall be appealed to proposed and the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense Corporation shall have furnished Indemnitee requested the Executive to contest such adjustment as above provided and shall have duly complied with a written the terms of this paragraph (c), the Corporation’s liability with respect to such adjustment shall become fixed upon final determination of such adjustment; provided, however, that if the Corporation shall not deliver the opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee Tax Counsel provided in this paragraph (c) to the effect that (viii) no Event of Default has occurred and that there is continuinga reasonable basis for a contest or appeal, then the Corporation’s obligation to pay such indemnity shall become immediately fixed.

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 writingLessee, shall, at Lessee's sole expense, shall in good faith contest or shall permit Lessee, if desired by Lessee and, in the case of a contest involving Owner Participant, permitted by Owner Participant, 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:required (i) no Event of Default has occurred and is continuing, (ii) a threshold amount of $75,000 for any individual claim and $150,000 for recurring claims is at issue, (iii) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to to Lessee to the effect that a reasonable basis (iias defined in ABA Opinion 85-352) exists for the initial administrative or judicial contest and that the Indemnitee is more likely than not to prevail in any appeal of a threshold amount of $50,000 trial court decision, and (b) agreed to pay Indemnitee for any individual claim is at issueall reasonable costs and expenses which Indemnitee may incur in contesting such claim, (iiiiv) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liableAircraft, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advance or cause to be advanced to such Indemnitee (if such Indemnitee is the Indenture Trustee or the Trust Indenture Estate) sufficient funds (on an interest interest-free basis) to make such paymentspayments and shall have agreed to indemnify such Indemnitee against any adverse tax consequences of such advance, (vi) no claim shall be appealed to the U.S. Supreme Court,, and (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with admitted its liability to indemnify Owner Participant should a written opinion proposed adjustment prove to be correct, provided that such admission may be conditioned on a binding judicial or administrative adjudication of tax counsel selected by Indemnitee Lessee's responsibility to indemnify Owner Participant, and reasonably acceptable to provided further that in no event will such adjudication cause Lessee to the effect that (viii) no Event of Default has occurred and is continuingdelay in fulfilling its contest obligations.

Contest. In If (A) within 45 days after Lessee receives the event that an ------- notice, xxxx or advice described in Section 16(b)(v), Lessee delivers to such 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, request that such Indemnitee contest such Taxes, which written request shall promptly notify be accompanied by an opinion of independent tax counsel (which counsel is reasonably satisfactory to such Indemnitee) that there is a reasonable basis for contesting such Taxes, (B) Lessee of delivers to such claim and, if requested by Lessee in writing, shall, at Lessee's sole expenseIndemnitee an indemnity, in good faith contest form and substance reasonably satisfactory to such Indemnitee, for such Taxes and for any liability, loss 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 expense that such Indemnitee not indemnified hereundermay incur as a result of contesting such Taxes, including, all costs, expenses, losses, legal and accounting fees and disbursements, penalties and interest, and Lessee agrees to pay, and shall pay, on demand all such taxes, liabilities, losses or expenses, and (C) provided no Default or Event of Default shall have occurred and be continuing, then, as long as such conditions shall remain satisfied, Indemnitee shall contest in the name of Lessee and/or the Indemnitee, the validity, applicability or amount of such Taxes taxes by (xI) resisting payment thereof thereof, if practicable, (y) not paying the same except under protest, if protest is necessary and proper, and (zII) if payments be payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, the and (III) taking such other reasonable action as Lessee shall not be permitted request from time to contest in the name of such Indemnitee time, but only if such contest involves Taxes imposed against shall not, in such Indemnitee that are unrelated to the transactions contemplated Indemnitee's reasonable opinion (confirmed by the Financing Documents or the Operative Documents or Taxes based on or measured by the gross or net income an opinion of the Indemniteeindependent legal counsel), and provided, that if the Indemnitee determines in good faith that there is involve a material possibility risk 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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of any part of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of Aircraft. If an Indemnitee obtains a refund for, such of all or any part of the Taxes, to the Lessee shall have advanced extent such amount has been paid to such Indemnitee sufficient funds (pursuant to this Section 16(b), Lessee shall promptly be paid the amount of such refund and, if in addition to such refund an Indemnitee receives an amount representing interest on an such refund, Lessee shall promptly be paid that proportion of such interest free basis) that is fairly attributable to make such payments, (vi) no claim shall be appealed Taxes paid by Lessee prior to the U.S. Supreme Court, (vii) no appeal receipt of such refund, but such amounts shall not be payable if a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Default or an Event of Default has shall have occurred and is be continuing.

Contest. In Lessee shall pay on or before the event that an Indemnitee receives a written notice of a claim which, if sustained, would require the payment of an indemnity time or times prescribed by Lessee pursuant to this law any Impositions (except any Impositions excluded by 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 proceedings8.1); provided, however, the that Lessee shall be under no obligation to pay any such Imposition so long as the payment of such Imposition is not delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee solely for any Imposition which is subject to indemnification as provided in Section 8.1, Indemnitee shall as soon as practicable, but in no event more than 20 days after receipt of formal written notice of the Imposition or proposed Imposition, notify Lessee and if, in the reasonable opinion of Lessee and (in the case of any Imposition which may reasonably be permitted expected to exceed $100,000 in the aggregate) tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such Imposition (and if the provisos of the definition of Permitted Contest continues to be satisfied and so long as no Event of Default exists), Lessee at its expense may, to the extent permitted by applicable law, contest such imposition, and subsequently may appeal any adverse determination, in the name of such Indemnitee if such contest involves Taxes imposed against appropriate administrative and legal forums; provided that in all other circumstances, upon notice from Lessee to such Indemnitee that are unrelated there exists a reasonable basis to contest any such Imposition (as supported by an opinion of tax counsel to Lessee reasonably acceptable 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 Indemnitee), the Indemnitee, and providedat Lessee's expense, that if shall contest any such Imposition. Lessee shall pay all expenses incurred by the Indemnitee determines in contesting any such Imposition (including, without limitation, all reasonable attorneys' and accountants' fees, including the allocated costs of internal counsel), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation does not interfere with the Indemnitee's control of such contest and Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by Lessee and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without Lessee's prior written consent (which consent shall neither be unreasonably delayed nor withheld other than in good faith that there is faith), unless the provisos of the definition of Permitted Contest would not continue to be satisfied. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from Lessee provided that: (x) Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Imposition to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (y) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of such Lessor to receive Rent or the Lease Balance or any other payment pursuant to the Operative Agreements, or involve a material possibility risk of sale, forfeiture or loss of any of the Vehicles or any interest therein or any matter described in the provisos to the definition of Permitted Contest The failure of an Indemnitee to timely contest a material adverse impact upon claim against it for any Imposition which is subject to indemnification under Section 8.1 and for which it has an obligation to Lessee to contest under this Section 8.2 in the manner required by applicable law or regulations where Lessee has timely requested that such Indemnitee contest such claim shall relieve Lessee of their obligations to such Indemnitee under Section 8.1 with respect to such claim to the extent such failure results in the loss of an effective contest. If applicable law requires the payment of a contested Imposition as a condition to, or regardless of, its being contested, and Lessee chooses to contest such Imposition or to direct the Indemnitee to contest such Imposition in accordance with this Section, then Lessee shall provide the Indemnitee with the funds to pay such Imposition, such provision of funds to be deemed a non-interest bearing loan by Lessee to the Indemnitee may retain or reassert control to be repaid by any recovery of such Imposition from such contest and any contest that Lessee would otherwise be permitted remaining unpaid amount not recovered to contest; provided, further, offset Lessee's obligation to indemnify the Indemnitee for such Imposition. In the event that the Indemnitee receives a refund (or like adjustment) in respect of any Imposition for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless immediately remit the following conditions are satisfied: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, such refund (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basislike adjustment) to make Lessee, net of all costs and expenses incurred by such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuingIndemnitee.

Contest. In the event a claim shall be made by the Internal Revenue Service (or any state or local taxing authority) which, if successful, would result in a Loss under circumstances which would require Lessee to indemnify Lessor for such Loss, Lessor hereby agrees to notify Lessee promptly in writing of such claim, to forebear payment of the tax claimed for at least thirty (30) days after giving such notice, to give to Lessee any relevant information requested by it relating to such claim which may be particularly within the knowledge of Lessor, other than the Lessor's tax returns, and, if Lessee shall request, within thirty (30) days after Lessee's receipt of such notice, request that such claim be contested, to take such action in connection with contesting such claim, including appropriate appeals from lower court decisions, as Lessee shall reasonably request in writing from time to time, but only if Lessee shall, contemporaneously with such initial request, have (i) made provision for Lessor's indemnification in a manner reasonably satisfactory to Lessor for all costs and expenses, including (without limitation) reasonable legal fees and expenses, which Lessor incurs in connection with contesting such claim, and (ii) furnished Lessor (if requested by Lessor) with an opinion of tax counsel, reasonably satisfactory to Lessor, to the effect that there is a realistic possibility that the Lessor shall prevail in such contest, provided, however, that at any time after having received such request from Lessee, Lessor, at its sole option, may enter into a reasonable settlement of such claim or may forego any and all administrative appeals, proceedings, hearing and conferences with the Internal Revenue Service (or any state or local taxing authority, as the case may be) in respect of such claim and may, at its sole option, either pay the tax claimed and xxx for a refund in the appropriate court, selected by Lessor, or contest such claim considering, however, in good faith such request as Lessee shall make concerning the most appropriate forum in which to proceed, provided that if Lessor settles, compromises or otherwise discontinues the contest of such claim without the prior written consent of Lessee, Lessee shall be relieved of any obligation to pay any amount pursuant to Subsection 17(E) with respect to such claim, and Lessor shall pay promptly to Lessee any amounts theretofore paid by Lessee to Lessor with respect to such claim. In the event that Lessor chooses to pay the tax and xxx for a refund, Lessee shall make Lessor 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 interest-free loan 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 payment; to the same except under protest, if protest is necessary and proper, and (z) if payments be made, using reasonable efforts to obtain extent that Lessor subsequently receives 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 amount, it shall pay such contest involves Taxes imposed against such Indemnitee that are unrelated refund to Lessee, together with interest thereon received by Lessor from the tax authority; to the transactions contemplated by extent that Lessor does not receive a refund of such amount, Lessor's obligation to repay the Financing Documents or interest-free loan shall be offset against Lessee's obligation to pay Lessor an indemnity pursuant to Subsection 17(E) for the Operative Documents or Taxes based on or measured by tax that was the gross or net income subject of the Indemnitee, and provided, contest. To the extent that if the Indemnitee determines in good faith that there Lessor receives (or is allowed to credit against any tax liability of Lessor) a material possibility of a material adverse impact upon the Indemnitee with respect to such contest, such Indemnitee may retain or reassert control refund of any contest that tax, penalty, interest or addition to tax for which Lessee would otherwise be permitted has paid an indemnity to contest; providedLessor pursuant to Subsection 17(E), further, that Lessor shall pay to Lessee within thirty (30) days after receipt thereof 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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for such refund plus the amount of any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for interest received by Lessor on such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, refund and the claiming amount of any tax saving to which Lessor is entitled as a refund for, result of such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuingpayment.

Contest. In the event that an Indemnitee receives a If written notice of a claim whichis made against Lessor or Lender for or with respect to any Taxes (other than Lessor Taxes), if sustainedLessor shall, would require the payment of an indemnity by Lessee pursuant to this Section 10and shall cause Lender to, such Indemnitee shall promptly notify Lessee of such claim and, if the Lessee. If reasonably requested by the Lessee in writingwriting within 30 days after such notification, shallLessor shall or shall cause Lender to, upon receipt of indemnity satisfactory to Lessor or Lender, as the case may be, and at Lessee's sole expensethe expense of the Lessee (including all costs, expenses, losses, legal and accountants' fees and disbursements, penalties and interest), in good faith contest or shall permit Lessee, if desired to the extent permissible by law allow 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 Lessee's, the name of Lessee and/or Lessor's or the IndemniteeLender's name, the validity, applicability or amount of such Taxes by either (xi) resisting payment thereof if practicablepracticable and permitted by applicable law, or (y) not paying the same except under protest, if protest is necessary and proper, and (zii) if payments be payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, and in the contest of any such claim by Lessor or Lender, Lessor shall, and shall cause Lender to, apprise the Lessee of all material developments with respect to such contest, shall forward copies of all material submissions made in such contest and shall materially comply in good faith with any reasonable request concerning the conduct of any such contest; provided, however, the Lessee shall Lessor or the Lender (as the case may be) will not be permitted obliged to contest take any such action: (a) which the Lessor or the Lender (as the case may be) considers, in its reasonable discretion, may prejudice it; or (b) which the name Lessor or the Lender (as the case may be) reasonably considers does not have a reasonable prospect of such Indemnitee success; or (c) for which the Lessee has not made adequate provision to the reasonable satisfaction of the Lessor or the Lender (as the case may be) in respect of the expense concerned; or (d) if such contest involves Taxes imposed against such Indemnitee that are unrelated action gives rise to any material likelihood of the transactions contemplated by Aircraft or any interest therein being sold, forfeited or otherwise lost or of criminal liability on the Financing Documents part of the Lessor or the Operative Documents Lender. If Lessor or Lender, in accordance with the foregoing, determines to pay such Taxes based and seek a refund, Lessee will either pay such Taxes on Lessor's or measured by Lender's behalf and pay Lessor or Lender, as the gross or net income of the Indemniteecase may be, and provided, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the Indemnitee any amount due with respect to such contestpayment or will promptly reimburse Lessor for such Taxes. If Lessor shall obtain a refund of all or any part of such Taxes paid by the Lessee, Lessor shall pay the Lessee the amount of such Indemnitee may retain or reassert control of any contest refund; provided that Lessee would otherwise be permitted to contest; provided, further, that the Indemnitee such amount shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for payable before such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, time as the Lessee shall have advanced made all payments or indemnities to such Indemnitee sufficient funds (on an interest free basis) Lessor then due with respect to make such payments, (vi) Taxes and so long as no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuing. If in addition to such refund Lessor shall receive an amount representing interest, attorneys fees or any other amount on the amount of such refund, the Lessee shall be paid that proportion of such interest, attorneys fees or any other amount which is fairly attributable to the Taxes paid by the Lessee prior to the receipt of such refund. Lessor and/or Lender shall not enter into a settlement or other compromise with respect to, or otherwise concede, any claim by a taxing authority on account of Taxes being contested by Lessee pursuant to this Clause 5.10 without the written consent of Lessee, which consent shall not be unreasonably withheld, unless Lessor waives its right and the right of Lender to be indemnified by Lessee with respect to such claim (but not with respect to any future claims).

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 by: (xi) resisting payment thereof if practicable, practical; (yii) not paying the same except under protest, protest if protest is necessary and proper, and ; (ziii) if payments the payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; providedor (iv) taking such other action as is reasonably requested by the Lessee from time to time. Notwithstanding the foregoing provisions of this Section 14(f), however, such Indemnified Person shall not be required to take any administrative or judicial action and the Lessee shall not be permitted able to contest such unless (A) the Lessee shall have agreed to pay, and shall pay, such Indemnified Person on demand and on an After-Tax Basis all reasonable out-of-pocket costs, losses and expenses which such Indemnified Person may incur in connection with contesting such Taxes, including, without limitation, all reasonable legal, accounting and investigatory fees and disbursements, (B) the name amount of the potential indemnity (together with the amount of all similar or logically related claims that have been or could be raised in any audit involving such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are unrelated Indemnified Person for which the Lessee may be liable to pay an indemnity under this Section 14) exceeds $30,000 in connection with the transactions contemplated by the Financing Documents Operative Agreements, (C) if a Specified Default or Lease Event of Default shall have occurred and be continuing, the Operative Documents Lessee shall have provided security for its obligations hereunder reasonably satisfactory to such Indemnified Person, (D) the action to be taken will not result in any material danger of sale, forfeiture or loss of any Aircraft, any Airframe, any Engine or any Part or any interest therein, and (E) the Lessee shall, at its option, either (x) pay or reimburse the Indemnified Person for such Taxes based on (plus any additional amounts calculated in accordance with Section 14(d) hereof) or measured (y) provide to the Indemnified Person an interest-free advance in an amount equal to the Tax which the Indemnified Person is required to pay (and shall indemnify such Indemnified Person, in a manner in form and substance satisfactory to such Indemnified Person, against any adverse tax consequences arising from such advance), (F) in the case of a Lessee-Controlled Contest, the Lessee shall have delivered to the Indemnified Person a written acknowledgment of its liability under this Section 14 for such Taxes to the extent such contest is not successful (provided, however, that the Lessee will not be bound by its acknowledgment of liability if the gross or net income contest is resolved with a written decision of the Indemniteeadjudicator on a basis that indicates that the Lessee has no liability under this Section 14 with respect to such Tax) and (G) in the case of any contest that is not being contested in the name of the Lessee, the Lessee has provided to such Indemnified Person an opinion of independent tax counsel selected by such Indemnified Person, as the case may be, and reasonably satisfactory to the Lessee that there is a Reasonable Basis in law that the contest will be successful (and an opinion reaffirming such opinion in the case of an appeal of any adverse judicial determination). In no event shall an appeal to the United States Supreme Court be required. The parties further agree that an Indemnified Person may at any time decline to take further action with respect to the contest of any claim for a Tax, provided, however, that if the Indemnitee determines in good faith that there is a material possibility Lessee has properly requested such contest pursuant to this Section 14(f) and performed all of a material adverse impact upon the Indemnitee with respect to such contestits obligations hereunder, such Indemnitee may retain or reassert control of Indemnified Person shall waive its rights to any contest that indemnity payment by the Lessee which would otherwise be permitted payable by the Lessee pursuant to contest; providedthis Section 14 in respect of such claim. Notwithstanding anything to the contrary contained in this Section 14(f), further, that the Indemnitee an Indemnified Person shall not be required to undertake or allow in its name or on its behalf any contest unless (and the following conditions are satisfied: (i) Lessee shall have (ano contest rights hereunder in respect of) furnished Indemnitee any proposed claim for Taxes if the subject matter thereof shall be of a continuing nature and shall have been previously decided by a court of competent jurisdiction pursuant to the contest provisions of this Section 14(f), unless there shall have been a change in law after the date with a written respect to which such previous contest shall have been decided, and the Indemnified Person shall have received, at the Lessee’s expense, an opinion of independent tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee Indemnified Person and reasonably acceptable to the Lessee that as a result of the change in law, there is a substantial likelihood (although not necessarily more likely than not) that the Indemnified Person will prevail in such contest. If an Indemnified Person shall fail to perform its obligations under this Section 14(f) in respect of a claim for Taxes, such failure shall not discharge, diminish or relieve the effect that (viii) no Event Lessee of Default has occurred and any liability for indemnification that it may have to such Indemnified Person hereunder, unless the contest of such claim is continuingprecluded as a result of such failure.

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 determine, in his sole discretion, the nature of all action to be taken to contest such proposed adjustment, including (x) whether any action to contest such proposed adjustment initially shall be by way of judicial or administrative proceedings, or both, (y) whether any such proposed adjustment shall be contested by resisting payment thereof or by paying the same and seeking a refund thereof, and (z) if the Executive shall undertake judicial action with respect to such proposed adjustment, the court or other judicial body before which such action shall be commenced. The Executive shall, if requested by the Corporation within 30 days of an adverse determination by any court, and if Tax Counsel is of the opinion that there is a reasonable basis for a successful appeal (2) The Executive shall not be required to undertake or allow in its name or on its behalf take any contest action pursuant to this paragraph (c) unless and until the following conditions are satisfied: (i) Lessee Corporation shall have (a) furnished Indemnitee with agreed in writing to indemnify the Executive in a written opinion of tax counsel selected by Indemnitee and manner reasonably acceptable to (ii) a threshold amount of $50,000 satisfactory to the Executive for any individual claim is at issue, (iii) there is no substantial risk fees, expenses, statutory or danger regulatory penalties, interest, additions to tax, or other similar liabilities or losses which the Executive may incur as a result of contesting the sale, loss or forfeiture validity of the Engine, (iv) Lessee any proposed adjustment and shall have admitted its liability agreed to indemnify Owner Participant pay (or in the Executive's sole discretion to prepay) to the Executive on demand all costs and expenses which the Executive may incur in connection with contesting such proposed adjustment (including without limitation fees and disbursements of counsel). If the Executive determines to contest any adjustment by paying the additional tax and suing for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxesrefund, the Lessee Corporation shall have advanced timely advance to such Indemnitee sufficient funds (the Executive on an interest free basis) basis an amount equal to make the sum of any tax, interest, penalties and additions to tax which are required to be paid; provided, however, that, if the Executive is required to include in income any amount with respect to such payments,loan or the imputation of interest thereon in any taxable year of the Executive prior to final determination of the contest, then the Corporation, within 30 days of written notice thereof by the Executive, shall pay to the Executive an amount which, after deduction of all additional Federal, state and local taxes required to be paid by the Executive in respect of the receipt of such amount (assuming, for this purpose, that the Executive is subject to the maximum marginal rate of taxation applicable to individuals at such times as such amount becomes due), shall be equal to the aggregate additional federal and state income taxes payable by the Executive with respect to such taxable year as a result of such inclusion. Upon receipt by the Executive of a refund of any amounts paid by the Executive based on any adjustment in respect of which amounts the Executive shall have been paid or advanced an equivalent amount by the Corporation, the Executive shall pay to the Corporation the amount of such refund (which, in the case of any contest in which a loan has been advanced pursuant to this paragraph, shall be deemed to be in repayment of the loan advanced by the Corporation to the extent fairly attributable thereto), but not in excess of the amount paid or advanced by the Corporation, together with any interest received by the Executive on such refund plus any net additional Federal, state or local tax benefits actually realized by the Executive as the result of such payment, and reduced by the amount of any Federal, state or local tax actually payable with respect to receipt of such refund; provided, however, that the Executive may offset the amount of such refund and benefits against any amount due and owing by the Corporation to the Executive pursuant to this Agreement. Upon disallowance of any such refund, the Corporation shall forgive the amount of the advance fairly attributable thereto and shall pay to the Executive the amount of its indemnity obligation hereunder, including such amount as, after deduction of all taxes required to be paid by the Executive in (vi3) no claim If any adjustment referred to in this paragraph (c) shall be appealed to proposed and the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense Corporation shall have furnished Indemnitee requested the Executive to contest such adjustment as above provided and shall have duly complied with a written the terms of this paragraph (c), the Corporation's liability with respect to such adjustment shall become fixed upon final determination of such adjustment; provided, however, that if the Corporation shall not deliver the opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee Tax Counsel provided in this paragraph (c) to the effect that (viii) no Event of Default has occurred and that there is continuinga reasonable basis for a contest or appeal, then the Corporation's obligation to pay such indemnity shall become immediately fixed.

Contest. In the event that an The following shall apply to all claims for indemnity under Section 10.1: (a) If any Indemnitee receives a has received written notice of any claim in respect of any Losses hereby indemnified against (herein, an “Indemnified Claim”), it shall give prompt written notice thereof to Lessee; provided, however, that the failure of an Indemnitee to give such notice shall not relieve Lessee of its obligations hereunder, except to the extent that such failure adversely affects any applicable defense or counterclaim or otherwise increases the amount Lessee would have been liable for in the absence of such failure to provide such notice or adversely affects the ability of Lessee to defend such Indemnified Claim. (b) Each Indemnified Claim as to which Lessee has acknowledged in writing it would be required to indemnify the Indemnitee(s) under Section 10.1(a) (except to the extent that the final determination of such contest demonstrates that such Indemnified Claim is covered by an exception in Section 10.1(c) hereof), if reasonably requested by Lessee, be contested by the Indemnitee in good faith by appropriate proceedings, provided that Lessee shall indemnify such Indemnitee in respect of the reasonable out-of-pocket fees, costs or expenses actually incurred by such Indemnitee in conducting such contest and the amount of any interest or penalties which are required to be paid as a result of contesting such Indemnified Claim, and provided further that such contest proceedings would not result in any material risk of the sale, forfeiture or other loss of the Aircraft or any interest therein or any risk of criminal liability on the part of such Indemnitee. Lessee shall be entitled to assume responsibility for and control of the defense of any Indemnified Claim in respect of which any Indemnitee makes or intends to make a claim whichagainst Lessee for indemnity pursuant to this Section 10, and as to which Lessee has acknowledged in writing its responsibility for hereunder, provided that (i) the legal counsel retained by Lessee for such purpose is reasonably acceptable to Lessor, (ii) the judicial or administrative proceeding either (A) involves solely the Indemnified Claim or (B) involves the Indemnified Claim and other claims, but the Indemnified Claim may be and is severed from the other claims (at Lessee’s cost and expense, including reimbursement of the reasonable costs and expenses incurred by such Indemnitee in connection with obtaining such severance), and (iii) Lessee pursues such contest diligently and in good faith and, upon the reasonable request of Lessor, provides Lessor with reasonable details of the status of the contest and copies of legal briefs, court filings; provided further that, Lessee shall not be entitled to assume and control the defense of or to compromise any Indemnified Claim (1) during the continuance of any Significant Default or Event of Default, (2) if sustainedan actual or potential conflict of interest exists between Lessee and such Indemnitee making it advisable in the good faith opinion of the applicable Indemnitee for such Indemnitee to be represented by separate counsel, or (3) if such proceeding would require result in any material risk of the sale, forfeiture or other loss of the Aircraft or any interest therein or any risk of criminal liability on the part of such Indemnitee. Subject to the immediately preceding sentence, where Lessee undertakes the defense of an Indemnitee with respect to an Indemnified Claim in compliance with the terms hereof, no additional legal fees or expenses of such Indemnitee incurred in connection with the defense of such Indemnified Claim shall be indemnified hereunder unless the fees or expenses were incurred at the written request of Lessee. An Indemnitee may, without interfering in any material respect with the conduct of such contest by Lessee, participate at its own expense in any judicial proceeding controlled by Lessee pursuant to the foregoing provisions, and such participation shall not constitute a waiver of the indemnification provided in this Section 10. (c) Each Indemnitee shall supply Lessee with such information as Lessee shall reasonably request to defend or participate in any proceeding permitted by this Section 10, provided that such information requested by Lessee is (i) not within Lessee’s control, and (ii) within such Indemnitee’s control or is reasonably available to such Indemnitee and, unless such information is necessary in order to assert a meritorious and material defense, is not confidential or proprietary information and the disclosure of which is not otherwise prejudicial to such Indemnitee. (d) Subject to the terms of Section 10.2(a) and (b) above, no Indemnitee shall enter into a settlement or other compromise or consent to a judgment with respect to any Indemnified Claim (other than any in respect of an Indemnified Claim involving any risk of criminal liability) without the prior written consent of Lessee, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its rights with respect to such Losses under this Section 10 or unless a Significant Default or an Event of Default has occurred and is continuing; provided that the payment of an amount to which any Losses relate when legally compelled to do so by a Government Entity of competent jurisdiction after which a request for a refund of such amount is diligently pursued by appropriate procedures in accordance with the terms of this Section 10 will not be considered a settlement, compromise or consent to judgment requiring Lessee’s prior consent or resulting in a waiver of such Indemnitee’s rights of indemnification with respect to such amount. Except as otherwise provided in the immediately preceding sentence, the entering into any such settlement or compromise or consent without Lessee’s prior written consent shall constitute a waiver by such Indemnitee of all its rights of indemnification hereunder in respect of such matter. Lessee shall not enter into any settlement or compromise with respect to any Indemnified Claim which would admit any liability, negligence, misconduct or other wrongdoing by the affected Indemnitee without such Indemnitee’s consent, unless such settlement or other compromise obligates Lessee to pay (and Lessee shall have paid) the full amount of all potential liability from any source whatsoever of such Indemnitee in connection with such Indemnified Claim and Lessee provides in form and substance reasonably satisfactory to such Indemnitee the full and irrevocable release of such Indemnitee from all potential liabilities related to such Indemnified Claim. (e) In the event Lessee shall be obligated to indemnify any Indemnitee pursuant to this Section 10, Lessee shall (provided no Significant Default or Event of Default shall have occurred and then be continuing) be subrogated (without warranty by the Indemnitee) to the rights of such Indemnitee in respect of the matter as to which the indemnity by was in fact fully paid, upon such payment, and may pursue the same at Lessee’s expense. If any Indemnitee shall obtain a recovery of all or any part of any amount which Lessee shall have paid to such Indemnitee or for which Lessee shall have reimbursed such Indemnitee pursuant to this Section 10, such Indemnitee shall promptly notify Lessee (at such time as no Significant Default or Event 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 Default which 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 have occurred is necessary and properthen continuing, and subject to Section 5.20 hereof) pay or cause to be paid to Lessee an amount equal to such recovery (z) if payments be made, using reasonable efforts to obtain a refund thereof but not any amount 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 excess 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 amount 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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced has paid to such Indemnitee sufficient funds (on an in respect of the indemnified Losses plus interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal thereon from date of a trial court decision shall be undertaken unless payment by Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuingLibor plus 50 basis points).

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, shall, an Indemnitee shall upon receipt of an indemnity reasonably satisfactory to it and at Lessee's the sole expense, in good faith contest or shall permit Lessee, if desired by Lessee expense of (i) no Event of Default has occurred and such contest may be conducted in whole or in part separately in is continuing, (ii) 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 shall 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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of at least $50,000 for any individual claim is at issue50,000, (iii) there in the event an administrative proceeding is no substantial risk or danger to be appealed in a judicial proceeding, as for the first level of judicial proceeding, Lessee shall have provided the sale, loss or forfeiture Indemnitee with an opinion of legal counsel selected by the EngineIndemnitee and reasonably acceptable to Lessee ("Tax Counsel") to the effect that a reasonable basis exists to contest such claim (which opinion shall be obtained at Lessee's sole cost and expense), (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced or caused to be advanced to such Indemnitee sufficient funds (on an interest interest-free basis) to make such payments,payments and shall have agreed to indemnify such Indemnitee against any adverse tax consequences of such advance, and (viv) no in the event a judicial decision is to be appealed, the amount of such Taxes is at least $150,000 and the Indemnitee shall have received an opinion of Tax Counsel (which opinion shall be obtained at Lessee's sole expense) to the effect that it is more likely than not that the Indemnitee will prevail, and in the event that the subject matter of the contest is of a continuing nature and has previously been decided adversely pursuant to the contest provisions of this Section 10, there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall be appealed to the U.S. Supreme Court, (vii) no appeal have been so previously decided and such Indemnitee shall have received an opinion of a trial court decision Tax Counsel, which opinion shall be undertaken unless Lessee obtained at its Lessee's sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee expense, to the effect that (viii) no Event , as a result of Default has occurred and such change other than a change in statutory law, it is continuingmore likely than not that the position which such Indemnitee or Lessee, as the case may be, had asserted in such previous contest would prevail and, in the case of a statutory change in law, it is as likely as not that the position will prevail.

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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable toto Lessee to the effect that a reasonable basis (as defined in ABA Opinion 85-352) exists to contest such claim (which opinion shall be obtained at Lessee's sole cost and expense), provided however, that in the event the subject matter of the contest is of a continuing nature and has previously been decided adversely pursuant to the contest provisions of this Section 10, there has been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided and such Indemnitee shall have received an opinion of tax counsel, to the effect that, as a result of such change other than a change in statutory law, it is more likely than not that the position which the Indemnitee or the Lessee, as the case may be, had asserted in such previous contest would prevail and, in the case of statutory changes-in-law, it is as likely as not that the position will prevail, and (b) agreed to pay Indemnitee for all reasonable costs and expenses which Indemnitee may incur in contesting such claim (including without limitation, payment on demand of all out-of-pocket costs, expenses, additions to tax because of underpayment of estimated taxes, losses, legal and accounting and investigatory fees and disbursements, penalties, and interests), (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the EngineAircraft, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuing.

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 shall not be permitted to contest in the name of such Indemnitee its obligations hereunder only if such failure precludes a 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 IndemniteeLessee hereunder. Lessee may, 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: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basis) to make such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense 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 furnished Indemnitee with a written opinion reasonably determined that the conduct of tax counsel selected by 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 have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnitee and Owner Participant in a manner reasonably acceptable satisfactory to Lessee to them) on the effect that (viii) no Event Equipment or any Unit of Default has occurred and is continuingEquipment or may otherwise interfere with timely payments of Rent.

Contest. In Lessee shall pay on or before the event that an Indemnitee receives a written notice of a claim which, if sustained, would require the payment of an indemnity time or times prescribed by Lessee pursuant to this law any Impositions (except any Impositions excluded by 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 proceedings8.1); provided, however, the that Lessee shall be under no obligation to pay any such Imposition so long as the payment of such Imposition is not delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee solely for any Imposition which is subject to indemnification as provided in Section 8.1, Indemnitee shall as soon as practicable, but in no event more than 20 days after receipt of formal written notice of the Imposition or proposed Imposition, notify Lessee and if, in the reasonable opinion of Lessee and (in the case of any Imposition which may reasonably be permitted expected to exceed $100,000 in the aggregate) tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such Imposition (and if the provisos of the definition of "Permitted Contest" continues to be satisfied and so long as no Event of Default exists), Lessee at its expense may, to the extent permitted by applicable law, contest such imposition, and subsequently may appeal any adverse determination, in the name of such Indemnitee if such contest involves Taxes imposed against appropriate administra tive and legal forums; provided that in all other circumstances, upon notice from Lessee to such Indemnitee that are unrelated there exists a reasonable basis to contest any such Imposition (as supported by an opinion of tax counsel to Lessee reasonably acceptable 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 Indemnitee), the Indemnitee, and providedat Lessee's expense, that if shall contest any such Imposition. Lessee shall pay all expenses incurred by the Indemnitee determines in contesting any such Imposition (including, without limitation, all reasonable attorneys' and accountants' fees, including the allocated costs of internal counsel), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation does not interfere with the Indemnitee's control of such contest and Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceed ings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by Lessee and the Indemni tee shall in all events be kept informed, to the extent practica ble, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without Lessee's prior written consent (which consent shall neither be unreasonably delayed nor withheld other than in good faith that there is faith), unless the provisos of the definition of "Permitted Contest" would not continue to be satisfied. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from Lessee provided that: (x) Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Imposition to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount accepta ble to the Indemnitee; and (y) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of such Lessor to receive Rent or the Lease Balance or any other payment pursuant to the Operative Agreements, or involve a material possibility risk of sale, forfeiture or loss of any of the Vehicles or any interest therein or any matter described in the provisos to the definition of "Permitted Contest". The failure of an Indemnitee to timely contest a material adverse impact upon claim against it for any Imposition which is subject to indemni fication under Section 8.1 and for which it has an obligation to Lessee to contest under this Section 8.2 in the manner required by applicable law or regulations where Lessee has timely requested that such Indemnitee contest such claim shall relieve Lessee of their obligations to such Indemnitee under Section 8.1 with respect to such claim to the extent such failure results in the loss of an effective contest. If applicable law requires the payment of a contested Imposition as a condition to, or regardless of, its being contested, and Lessee chooses to contest such Imposition or to direct the Indemnitee to contest such Imposition in accordance with this Section, then Lessee shall provide the Indemnitee with the funds to pay such Imposi tion, such provision of funds to be deemed a non-interest bearing loan by Lessee to the Indemnitee may retain or reassert control to be repaid by any recovery of such Imposition from such contest and any contest that Lessee would otherwise be permitted remaining unpaid amount not recovered to contest; provided, further, offset Lessee's obligation to indemnify the Indemnitee for such Imposition. In the event that the Indemnitee receives a refund (or like adjustment) in respect of any Imposition for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless immediately remit the following conditions are satisfied: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, such refund (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basislike adjustment) to make Lessee, net of all costs and expenses incurred by such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuingIndemnitee.

Contest. In Lessee shall pay on or before the event that an Indemnitee receives a written notice of a claim which, if sustained, would require the payment of an indemnity time or times prescribed by Lessee pursuant to this law any Impositions (except any Impositions excluded by 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 proceedings8.1); provided, however, the that Lessee shall be under no obligation to pay any such Imposition so long as the payment of such Imposition is not be permitted delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee solely for any Imposition which is subject to contest indemnification as provided in Section 8.1, Indemnitee shall as soon as practicable, but in no event more than 20 days after receipt of formal written notice of the Imposition or proposed Imposition, notify Lessee and if, in the name opinion of such Indemnitee if such contest involves Taxes imposed against such Indemnitee that are unrelated Lessee and tax counsel acceptable 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, there exists a reasonable basis to contest such Imposition (and providedif clause (ii) of the definition of "Permitted Contest" continues to be satisfied and so long as no Event of Default exists), Lessee at its expense may, to the extent permitted by applicable law, contest such Imposition (other than an Imposition resulting in an Income Tax Indemnity), and subsequently may appeal any adverse determination, in the appropriate administrative and legal forums; provided that if in all other circumstances, upon notice from Lessee that there exists a reasonable basis to contest any such Imposition, the Indemnitee, at Lessee's expense, shall contest any such Imposition. Lessee shall pay all expenses incurred by the Indemnitee determines in good faith contesting any such Imposition (including, without limitation, all reasonable attorneys' and accountants' fees, including the allocated costs of internal counsel), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that there is such participation by such Person does not interfere with the Indemnitee's control of such contest and Lessee shall in all events be kept informed of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by Lessee and the Indemnitee shall in all events be kept informed of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without Lessee's prior written consent, unless clause (ii) of the definition of "Permitted Contest" would not continue to be satisfied. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from Lessee, provided that: (x) Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Imposition to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (y) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of the Lessor to receive payment of Rent or the Lease Balance, or involve a material possibility risk of sale, forfeiture or loss of any of the Equipment or any interest therein or materially adversely affect the security interests created by the Lease. The failure of an Indemnitee to timely contest a material adverse impact upon claim against it for any Imposition which is subject to indemnification under Section 8.1 and for which it has an obligation to Lessee to contest under this Section 8.2 in the manner required by applicable law or regulations where Lessee has timely requested that such Indemnitee contest such claim shall relieve Lessee of its obligations to such Indemnitee under Section 8.1 with respect to such claim to the extent such failure results in the loss of an effective contest. If applicable law requires the payment of a contested Imposition as a condition to, or regardless of, its being contested, and Lessee chooses to contest such Imposition or to direct the Indemnitee to contest such Imposition in accordance with this Section, then Lessee shall provide the Indemnitee with the funds to pay such Imposition, such provision of funds to be deemed a non-interest bearing loan by Lessee to the Indemnitee may retain or reassert control to be repaid by any recovery of such Imposition from such contest and any contest that Lessee would otherwise be permitted remaining unpaid amount not recovered to contest; provided, further, offset Lessee's obligation to indemnify the Indemnitee for such Imposition. In the event that the Indemnitee receives a refund (or like adjustment) in respect of any Imposition for which the Indemnitee has been reimbursed by Lessee, the Indemnitee shall not be required to undertake or allow in its name or on its behalf any contest unless immediately remit the following conditions are satisfied: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, such refund (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, the Lessee shall have advanced to such Indemnitee sufficient funds (on an interest free basislike adjustment) to make Lessee, net of all costs and expenses incurred by such payments, (vi) no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuingIndemnitee.

Contest. In the event that an Indemnitee receives a If written notice of a claim whichis made against Lessor or Lender for or with respect to any Taxes, if sustainedLessor shall, would require the payment of an indemnity by Lessee pursuant to this Section 10and shall cause Lender to, such Indemnitee shall promptly notify Lessee of such claim and, if the Lessee. If reasonably requested by the Lessee in writingwriting within 30 days after such notification, Lessor shall, upon receipt of indemnity satisfactory to Lessor or Lender, as the case may be, and at Lessee's sole expensethe expense of the Lessee (including all costs, expenses, losses, legal and accountants' fees and disbursements, penalties and interest), in good faith contest or shall permit Lessee, if desired to the extent permissible by law allow 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 Lessee's, the name of Lessee and/or Lessor's or the IndemniteeLender's name, the validity, applicability or amount of such Taxes by either (xi) resisting payment thereof if practicablepracticable and permitted by applicable law, or (y) not paying the same except under protest, if protest is necessary and proper, and (zii) if payments be payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, and in the contest of any such claim by Lessor or Lender, Lessor or Lender (as the case may be) shall apprise the Lessee of all material developments with respect to such contest, shall forward copies of all material submissions made in such contest and shall materially comply in good faith with any reasonable request concerning the conduct of any such contest; provided, however, the Lessee shall Lessor or the Lender (as the case may be) will not be permitted obliged to contest take any such action: (a) which the Lessor or the Lender (as the case may be) considers, in its reasonable discretion, may prejudice it; or (b) which the name Lessor or the Lender (as the case may be) reasonably considers does not have a reasonable prospect of such Indemnitee success; or (c) for which the Lessee has not made adequate provision to the reasonable satisfaction of the Lessor or the Lender (as the case may be) in respect of the expense concerned; or (d) if such contest involves Taxes imposed against such Indemnitee that are unrelated action gives rise to any material likelihood of the transactions contemplated by Aircraft or any interest therein being sold, forfeited or otherwise lost or of criminal liability on the Financing Documents part of the Lessor or the Operative Documents Lender. If Lessor or Lender, in accordance with the foregoing, determines to pay such Taxes based and seek a refund, Lessee will either pay such Taxes on Lessor's or measured by Lender's behalf and pay Lessor or Lender, as the gross or net income of the Indemniteecase may be, and provided, that if the Indemnitee determines in good faith that there is a material possibility of a material adverse impact upon the Indemnitee any amount due with respect to such contestpayment or will promptly reimburse Lessor or Lender for such Taxes. If Lessor or Lender shall obtain a refund of all or any part of such Taxes paid by the Lessee, Lessor shall or shall cause Lender to pay the Lessee the amount of such Indemnitee may retain or reassert control of any contest refund; provided that Lessee would otherwise be permitted to contest; provided, further, that the Indemnitee such amount shall not be required to undertake or allow in its name or on its behalf any contest unless the following conditions are satisfied: (i) Lessee shall have (a) furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to (ii) a threshold amount of $50,000 for any individual claim is at issue, (iii) there is no substantial risk or danger of the sale, loss or forfeiture of the Engine, (iv) Lessee shall have admitted its liability to indemnify Owner Participant for payable before such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, time as the Lessee shall have advanced made all payments or indemnities to such Indemnitee sufficient funds (on an interest free basis) Lessor or Lender then due with respect to make such payments, (vi) Taxes and so long as no claim shall be appealed to the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense shall have furnished Indemnitee with a written opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee to the effect that (viii) no Event of Default has occurred and is continuing. If in addition to such refund Lessor or Lender shall receive an amount representing interest, attorneys fees or any other amount on the amount of such refund, the Lessee shall be paid that proportion of such interest, attorneys fees or any other amount which is fairly attributable to the Taxes paid by the Lessee prior to the receipt of such refund. Lessor and/or Lender shall not enter into a settlement or other compromise with respect to, or otherwise concede, any claim by a taxing authority on account of Taxes being contested by Lessee pursuant to this Clause 5.10 without the written consent of Lessee, which consent shall not be unreasonably withheld, unless Lessor waives its right and the right of Lender to be indemnified by Lessee with respect to such claim (but not with respect to any future claims).

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 determine, in his sole discretion, the nature of all action to be taken to contest such proposed adjustment, including (x) whether any action to contest such proposed adjustment initially shall be by way of judicial or administrative proceedings, or both, (y) whether any such proposed adjustment shall be contested by resisting payment thereof or by paying the same and seeking a refund thereof, and (z) if the Executive shall undertake judicial action with respect to such proposed adjustment, the court or other judicial body before which such action shall be commenced. The Executive shall, if requested by the Corporation within 30 days of an adverse determination by any court, and if Tax Counsel is of the opinion that there is a reasonable basis for a successful appeal of the matter in question, be obligated to appeal such adverse determination. (2) The Executive shall not be required to undertake or allow in its name or on its behalf take any contest action pursuant to this paragraph (c) unless and until the following conditions are satisfied: (i) Lessee Corporation shall have (a) furnished Indemnitee with agreed in writing to indemnify the Executive in a written opinion of tax counsel selected by Indemnitee and manner reasonably acceptable to (ii) a threshold amount of $50,000 satisfactory to the Executive for any individual claim is at issue, (iii) there is no substantial risk fees, expenses, statutory or danger regulatory penalties, interest, additions to tax, or other similar liabilities or losses which the Executive may incur as a result of contesting the sale, loss or forfeiture validity of the Engine, (iv) Lessee any proposed adjustment and shall have admitted its liability agreed to indemnify Owner Participant pay (or in the Executive's sole discretion to prepay) to the Executive on demand all costs and expenses which the Executive may incur in connection with contesting such proposed adjustment (including without limitation fees and disbursements of counsel). If the Executive determines to contest any adjustment by paying the additional tax and suing for such claim or set forth in writing why it is not so liable, (v) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxesrefund, the Lessee Corporation shall have advanced timely advance to such Indemnitee sufficient funds (the Executive on an interest free basis an amount equal to the sum of any tax, interest, penalties and additions to tax which are required to be paid; provided, however, that, if the Executive is required to include in income any amount with respect to such loan or the imputation of interest thereon in any taxable year of the Executive prior to final determination of the contest, then the Corporation, within 30 days of written notice thereof by the Executive, shall pay to the Executive an amount which, after deduction of all additional basis) , of any tax, interest, penalties or additions to make tax payable with respect to the forgiveness of such payments,advance. (vi3) no claim If any adjustment referred to in this paragraph (c) shall be appealed to proposed and the U.S. Supreme Court, (vii) no appeal of a trial court decision shall be undertaken unless Lessee at its sole cost and expense Corporation shall have furnished Indemnitee requested the Executive to contest such adjustment as above provided and shall have duly complied with a written the terms of this paragraph (c), the Corporation's liability with respect to such adjustment shall become fixed upon final determination of such adjustment; provided, however, that if the Corporation shall not deliver the opinion of tax counsel selected by Indemnitee and reasonably acceptable to Lessee Tax Counsel provided in this paragraph (c) to the effect that (viii) no Event of Default has occurred and that there is continuinga reasonable basis for a contest or appeal, then the Corporation's obligation to pay such indemnity shall become immediately fixed.