Common use of Contests; Refunds Clause in Contracts

Contests; Refunds. If a written claim is made against any Tax Indemnitee for any Tax for which Lessee may be obligated pursuant to this Section 7.2, such Tax Indemnitee shall promptly notify Lessee in writing of such claim. If requested by Lessee in writing, Lessee shall, subject to the conditions set forth in the next paragraph, be entitled at its sole expense to contest such Tax in the name of the relevant Tax Indemnitee or of Lessee through appropriate administrative and judicial proceedings (including pursuing all judicial appeals); provided that (a) no Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing, (b) if such contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to or for the benefit of such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. Lessee shall not be permitted to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in its own name as provided in the next paragraph) if (x) an Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues for which Lessee is not obligated under this Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name of such Tax Indemnitee the validity, applicability and amount of the relevant Tax by (I) resisting payment thereof, (II) not paying the same except under protest, if protest be necessary or proper, or (III) if payment be made, using reasonable efforts to promptly obtain a refund thereof in appropriate administrative and judicial proceedings; provided that (1) Lessee shall have agreed to pay such Tax Indemnitee on demand all reasonable out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal, accountants’ and investigatory fees and disbursements, (2) if such contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan, (3) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine or Part (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) and (4) if an Event of Default shall have occurred and be continuing, Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable to such Tax Indemnitee. In any contest under this Section 7.2.4 conducted by a Tax Indemnitee, such Tax Indemnitee shall determine the forum for such contest and the manner in which it shall be conducted; provided that such Tax Indemnitee shall consult in good faith with Lessee and its counsel, and provide to Lessee and its counsel any communications to or from the relevant taxing authority or administrative or judicial body, with respect to the issues for which Lessee may be obligated under this Section 7.2. If a refund (whether in cash or in any other form) shall be obtained by or for any Tax Indemnitee of all or part of any Tax paid by Lessee or for which Lessee shall have made an advance to, or reimbursed, such Tax Indemnitee, such Tax Indemnitee shall promptly pay Lessee an amount equal to the amount of such refund (which shall reduce the amount of any interest-free loan previously made by Lessee under this Section 7.2.4), together with any interest received on such refund attributable to such Tax that is properly attributable to the period subsequent to such payment or reimbursement by Lessee, reduced by any Taxes payable by such Tax Indemnitee as a result of the receipt or accrual of such refund and interest, and increased by any Tax benefit realized by such Tax Indemnitee as a result of any payment by such Tax Indemnitee pursuant to this sentence; provided that the subsequent loss of a refund for which payment has been made to Lessee under this paragraph shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 7.2.2. If, without the consent of Lessee, a Tax Indemnitee elects not to, or fails to, contest or cooperate in the contest of any Tax as required in accordance with this Section 7.2.4, or elects to settle, compromise or otherwise terminate any such contest, such election or failure shall constitute a waiver by each Tax Indemnitee of any right to any amount that might otherwise be payable by Lessee pursuant to this Section 7.2 with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure), other than any expenses of the contest, and, if Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount, such Tax Indemnitee shall promptly repay an amount which, after subtraction of any further net savings of Taxes actually realized by such Tax Indemnitee as a result of such repayment, shall be equal to the amount of such interest-free loan, together with interest on the amount of such loan from the date such loan was made to the date of repayment pursuant to this sentence at the rate that would have been paid by the relevant taxing authority had such contest resulted in a refund.

Contests; Refunds. If (i) In the event a written taxing jurisdiction makes ----------------- a claim is made against any Tax Indemnitee for with respect to any Tax for which Lessee a Charterer may be obligated pursuant to liable under this Section 7.213.2 (a "Tax Claim"), the Charterer may cause the applicable Tax --- ----- Indemnitee to contest such Tax Claim as set forth herein. In the event any Tax Indemnitee receives notice of a Tax Claim or potential Tax Claim which may be indemnified under this Section 13.2, such Tax Indemnitee shall promptly notify Lessee in writing of such claimthe Charterer thereof. If requested by Lessee the Charterer in writingwriting within 30 days of receipt of such notice (or, Lessee if sooner, on or before the last date upon which the contest of such Tax can be initiated, provided that the Tax Indemnitee's notice to the Charterer discloses such date), such Tax Indemnitee shall, subject upon receipt of an indemnity satisfactory to it for all reasonable costs, expenses, losses, legal and accountants' fees and disbursements, and for all penalties, fines, additions to tax and interest, and at the conditions set forth in expense of the next paragraphCharterer, be entitled at its sole expense to contest the imposition of any Tax Claim by (1) resisting payment thereof, if such Tax Indemnitee in its reasonable discretion shall determine such course of action to be appropriate, (2) not paying the name of the relevant Tax Indemnitee same except under protest, if protest is necessary and proper, or of Lessee through (3) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings (including pursuing all judicial appeals)proceedings, or both; provided provided, however, that (a) in no Event of Default under Section 14(a), (b), (f), (g), (h) event will such Tax -------- ------- Indemnitee be required to contest or (i) of the Lease shall have occurred and be continuing, (b) if such continue to contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to or for the benefit of any Tax Claim unless such Tax Indemnitee (on an interest-free basis) and the amount of such payment and Owner Participant shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) have reasonably determined that the action to be taken will not result in any material danger risk of forfeituresale, sale forfeiture or loss of, or the creation of any lien (except if the Aircraft, the Airframe or any Engine (unless Lessee Charterer shall have provided adequately bonded such lien, or otherwise made provision to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of protect the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. Lessee shall not be permitted to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in its own name as provided in the next paragraph) if (x) an Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues for which Lessee is not obligated under this Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name interests of such Tax Indemnitee and the validity, applicability and amount of the relevant Tax by (I) resisting payment thereof, (II) not paying the same except under protest, if protest be necessary or proper, or (III) if payment be made, using reasonable efforts to promptly obtain a refund thereof in appropriate administrative and judicial proceedings; provided that (1) Lessee shall have agreed to pay such Tax Indemnitee on demand all reasonable out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal, accountants’ and investigatory fees and disbursements, (2) if such contest shall be conducted Owner Participant in a manner requiring the payment of the Tax, Lessee shall advance reasonably satisfactory to such Tax Indemnitee (and the Owner Participant) on, the Vessel Interest, any part thereof or interest therein. If such contest shall involve payment of the Tax Claim, the Charterer shall have advanced to such Tax Indemnitee the amount of such payment plus interest, penalties and additions to tax with respect thereto on an interest-free basis) the amount of such payment , and shall agree have agreed to indemnify such the Tax Indemnitee against Indemnitee, on an After-Tax Basis, for any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan, (3) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraftadvance. If permitted by applicable law, the Airframe or Charterer may contest, at its own expense, the imposition of any Engine or Part (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) and (4) Tax Claim if an Event of Default shall have occurred and be continuing, Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable to such Tax Indemniteethe proviso in the second preceding sentence is satisfied. In any contest under this Section 7.2.4 conducted controlled by a the Tax Indemnitee, such Tax Indemnitee shall determine will consult with the forum for such contest Charterer and permit the Charterer to participate in a reasonable manner in which it shall be conducted; provided that such the conduct of the contest. A Tax Indemnitee shall consult in good faith with Lessee and its counselnot make, and provide to Lessee and its counsel any communications to accept or from the relevant taxing authority enter into a settlement or administrative or judicial body, other compromise with respect to the issues for which Lessee may be obligated under any Taxes indemnified pursuant to this Section 7.213.2 (which proceeding the Tax Indemnitee is required to continue), or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 13.2, without the prior written consent of the Charterer. If Notwithstanding the foregoing, if a refund (whether in cash or in any other form) shall be obtained by or for Tax Indemnitee refuses to contest any Tax Indemnitee of all Claim or part effects a settlement or compromise of any Tax paid by Lessee or for which Lessee shall have made an advance to, or reimbursed, such Tax Indemniteethat the Tax Indemnitee is required to contest or otherwise terminates any such contest without such prior written consent of the Charterer, such Tax Indemnitee shall promptly pay Lessee an amount equal be deemed to have waived its right to any indemnity payment by the amount Charterer that would otherwise be payable by the Charterer pursuant to this Section 13.2 in respect of such Tax Claim. (ii) Upon receipt by any Tax Indemnitee of a repayment or refund (which shall reduce the amount of all or any part of any interest-free loan previously made by Lessee under this Section 7.2.4)Tax which such Charterer shall have paid for, together with any interest received on such refund attributable to such Tax that is properly attributable to the period subsequent to such payment or reimbursement by Lesseeadvanced to, reduced by any Taxes payable by such Tax Indemnitee as a result of or for which the receipt or accrual of such refund and interest, and increased by any Tax benefit realized by such Tax Indemnitee as a result of any payment by Charterer shall have reimbursed such Tax Indemnitee pursuant to this sentence; provided that the subsequent loss of a refund for which payment has been made to Lessee under this paragraph shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 7.2.2. If, without the consent of Lessee, a Tax Indemnitee elects not to, or fails to, contest or cooperate in the contest of any Tax as required in accordance with this Section 7.2.4, or elects to settle, compromise or otherwise terminate any such contest, such election or failure shall constitute a waiver by each Tax Indemnitee of any right to any amount that might otherwise be payable by Lessee pursuant to this Section 7.2 with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure), other than any expenses of the contest, and, if Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount13.2, such Tax Indemnitee shall pay to the Charterer, as promptly repay an as practicable after the receipt thereof, the amount whichof such repayment or refund plus any interest received by, after subtraction or credited to, such Tax Indemnitee on such amounts net of Taxes thereon plus the amount of any further net tax savings of Taxes actually realized by such Tax Indemnitee as a result of the payment made to the Charterer; provided, however, that: (A) such repayment, Tax Indemnitee -------- ------- shall not be equal obligated to make such payment with respect to any net tax savings to the extent that the amount of such interest-free loan, together payment would exceed (x) all prior indemnity payments (excluding costs and expenses incurred with interest on respect to contests) made by the Charterer with respect to such Tax pursuant to this Section 13.2 and less (y) the amount of all prior payments by such loan from the date such loan was made Tax Indemnitee to the date of repayment Charterer hereunder with respect to such Tax (but any such excess shall be applied against, and reduce pro tanto, any future payment due --- ----- such Tax indemnitee pursuant to this sentence at the rate that would have been paid Section 13.2); and (B) if there is (1) a subsequent loss of any such tax savings or refund realized by the relevant taxing authority had Tax Indemnitee or (2) a reduction of an amount otherwise payable to a Tax Indemnitee hereunder as a result of any such contest resulted in tax savings or refund, such loss or reduction shall be treated as a refundTax for which the Charterer must indemnify such Tax Indemnitee pursuant to this Section 13.2.

Contests; Refunds. If (i) In the event a written taxing jurisdiction makes a claim is made against any Tax Indemnitee for with respect to any Tax for which the Lessee is liable under this Section 12.2 (a "Tax Claim"), the Lessee may be obligated pursuant cause the applicable Tax Indemnitee to contest such Tax Claim as set forth herein. In the event any Tax Indemnitee receives notice of a Tax Claim or potential Tax Claim which is indemnifiable under this Section 7.212.2, such Tax Indemnitee shall promptly notify the Lessee in writing thereof, but the failure to give such notice shall not diminish the Lessee's obligation hereunder, except to the extent that the Lessee's right to contest such Tax Claim or potential Tax Claim is foreclosed thereby, unless the Tax Indemnitee delivers an opinion of independent tax counsel that no reasonable basis exists for the Tax Indemnitee to prevail (except if the Lessee shall have provided to the Tax Indemnitee at the Lessee's sole expense an opinion of the Lessee's independent tax counsel, such claimtax counsel being reasonably acceptable to the Tax Indemnitee, to the effect that a reasonable basis exists for such contest). If requested by the Lessee in writingwriting within 30 days of receipt of such notice (or, if sooner, on or before the last date upon which the contest of such Tax can practicably be initiated in good faith, provided that the Tax Indemnitee's notice to the Lessee discloses such date), such Tax Indemnitee shall, subject to the conditions set forth in the next paragraph, be entitled at its sole expense to contest such Tax in the name of the relevant Tax Indemnitee or of Lessee through appropriate administrative and judicial proceedings (including pursuing all judicial appeals); provided that (aI) it has received an indemnity satisfactory to it whereby the Lessee shall have agreed to pay and shall pay to such Tax Indemnitee on an After-Tax Basis all reasonable costs, expenses, losses, legal and accountants' fees and disbursements, and all penalties, fines, additions to tax and interest in connection with contesting such Tax Claim and (II) no Lease Event of Default under or Lease Default described in Section 14(a15(a), (b), (fc), (g), (hf) or (ig) of the Lease shall have occurred and be continuing, (b) if such contest shall be conducted in a manner requiring and at the payment expense of the TaxLessee, contest or permit the Lessee shall advance to or for the benefit of such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of contest the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. Lessee shall not be permitted to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in its own name as provided in the next paragraph) if (x) an Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues for which Lessee is not obligated under this Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name of such Tax Indemnitee the validity, applicability and amount of the relevant Tax Claim by (I1) resisting payment thereof, if such Tax Indemnitee in its reasonable discretion shall determine such course of action to be appropriate, (II2) not paying the same except under protest, if protest be is necessary or and proper, or (III3) if payment shall be made, using reasonable efforts to promptly obtain a refund thereof in appropriate administrative and judicial proceedings, or both; provided provided, however, that (1i) in no event will such Tax Indemnitee be required to contest or permit a contest or continue to contest any Tax Claim unless such Tax Indemnitee and the Owner Participant shall have reasonably determined that the action to be taken will not result in (a) any material risk of sale, forfeiture or loss of, or the creation of any lien (except if the Lessee shall have agreed adequately bonded such lien, or otherwise made provision to pay protect the interests of such Tax Indemnitee and the Owner Participant in a manner reasonably satisfactory to such Tax Indemnitee and the Owner Participant) on, the Undivided Interest, any part thereof or interest therein or (b) any risk of criminal penalties and (ii) if such contest shall involve payment of the Tax Claim, the Lessee shall have advanced to such Tax Indemnitee the amount of such payment plus interest, penalties and additions to tax with respect thereto on demand all an interest-free basis, and shall indemnify the Tax Indemnitee, on an After-Tax Basis, for any adverse tax consequences resulting from such advance. If permitted by applicable law, the Lessee may contest, at its own expense, the imposition of any Tax Claim if (i) the proviso in the preceding sentence is satisfied, (ii) such claim involves only Taxes for which the Lessee is liable to the taxing authority, (iii) the Lessee shall have delivered to the Tax Indemnitee a written acknowledgment of its liability under this Section 12.2 for such Taxes (provided, however, that the Lessee will not be bound by its acknowledgment of liability if the contest is resolved on the basis of a written decision of the adjudicator that clearly indicates the basis for the conclusion that the Lessee has no liability under this Section 12.2 with respect to such Tax, unless the Lessee's conduct of the contest has materially prejudiced the Tax Indemnitee), (iv) the participation of the Tax Indemnitee is not required, (v) no Tax return of the Tax Indemnitee is held open as a result of such contest, and (vi) the Tax Indemnitee may not be reasonably viewed as having actual or potential liability for Taxes not indemnifiable by the Lessee hereunder relating to the contest. In any contest controlled by a Tax Indemnitee, the Tax Indemnitee shall consult in good faith with the Lessee concerning the method and forum of such contest, but the Tax Indemnitee shall retain the ultimate control over such contest. The Lessee shall have control over any contest conducted by the Lessee pursuant to the terms hereof, but shall consult in good faith with the Tax Indemnitee concerning the method and forum of such contest. The Lessee shall keep the Tax Indemnitee fully informed as to the nature, conduct and results of any contest conducted in the name of the Tax Indemnitee. Notwithstanding anything contained in this Section 12.2 to the contrary, no Tax Indemnitee shall be required to contest any Tax Claim (in a proceeding that involves taxes unrelated to the transactions contemplated by the Operative Documents) unless such Tax Indemnitee shall have received an opinion of such independent tax counsel as may be selected by the Tax Indemnitee and reasonably acceptable to the Lessee, furnished at the Lessee's sole expense, to the effect that there is a reasonable basis to contest such Tax Claim. A Tax Indemnitee shall not make, accept or enter into a settlement or other compromise with respect to any Taxes indemnified pursuant to this Section 12.2 (which proceeding the Tax Indemnitee is required to continue), or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 12.2, without the prior written consent of the Lessee provided that the Lessee shall have acknowledged that the contest is with respect to a Tax Claim that would result in a Tax indemnifiable under this Section 12.2. Notwithstanding the foregoing, if a Tax Indemnitee refuses to contest any Tax Claim or effects a settlement or compromise of any such Tax that the Tax Indemnitee is required to contest or is required not to settle or compromise or otherwise terminates any such contest in violation of the terms hereof without such prior written consent of the Lessee (but not with respect to any reasonable out-of-pocket costs and expenses which incurred by the Tax Indemnitee to contest such Tax Claim), such Tax Indemnitee shall be deemed to have waived its right to any indemnity payment by the Lessee that would otherwise be payable by the Lessee pursuant to this Section 12.2 in respect of such Tax Claim and any other tax claim the contest of which may incur in connection be effectively precluded by such settlement or compromise, and shall have no further obligation or liability to the Lessee with contesting such claim, including, without limitation, all reasonable legal, accountants’ and investigatory fees and disbursements, (2) if respect to such contest or settlement. Notwithstanding anything contained in this Section 12.2 to the contrary, the Tax Indemnitee shall not be required to contest any claim if the subject matter thereof shall be conducted of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Section 12.2, unless there shall have been a change in law (or interpretation thereof) or a manner requiring change in facts after the payment of date with respect to which such previous contest shall have been decided, and the Tax, Lessee shall advance to such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan, (3) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine or Part (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) received, at the Lessee's expense, an opinion of independent tax counsel selected by the Lessee and (4) if an Event of Default shall have occurred and be continuing, Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable to such Tax Indemnitee. In Indemnitee to the effect that as a result of such change in law (or interpretation thereof) or a change in facts, there is substantial authority (applying the principles of Section 6662(d) of the Code and the Treasury Regulations thereunder) for the position asserted by the Tax Indemnitee in such contest. (ii) Upon receipt by any contest under this Section 7.2.4 conducted by Tax Indemnitee of a repayment or refund of all or any part of any Tax Indemniteewhich the Lessee shall have paid for, or advanced to, such Tax Indemnitee shall determine the forum for such contest and the manner in which it shall be conducted; provided that such Tax Indemnitee shall consult in good faith with Lessee and its counsel, and provide to Lessee and its counsel any communications to or from the relevant taxing authority or administrative or judicial body, with respect to the issues for which Lessee may be obligated under this Section 7.2. If a refund (whether in cash or in any other form) shall be obtained by or for any Tax Indemnitee of all or part of any Tax paid by Lessee or for which the Lessee shall have made an advance to, or reimbursed, such Tax Indemnitee, such Tax Indemnitee shall promptly pay Lessee an amount equal to the amount of such refund (which shall reduce the amount of any interest-free loan previously made by Lessee under this Section 7.2.4), together with any interest received on such refund attributable to such Tax that is properly attributable to the period subsequent to such payment or reimbursement by Lessee, reduced by any Taxes payable by such Tax Indemnitee as a result of the receipt or accrual of such refund and interest, and increased by any Tax benefit realized by such Tax Indemnitee as a result of any payment by reimbursed such Tax Indemnitee pursuant to this sentence; provided that the subsequent loss of a refund for which payment has been made to Lessee under this paragraph shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 7.2.2. If, without the consent of Lessee, a Tax Indemnitee elects not to, or fails to, contest or cooperate in the contest of any Tax as required in accordance with this Section 7.2.4, or elects to settle, compromise or otherwise terminate any such contest, such election or failure shall constitute a waiver by each Tax Indemnitee of any right to any amount that might otherwise be payable by Lessee pursuant to this Section 7.2 with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure), other than any expenses of the contest, and, if Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount12.2, such Tax Indemnitee shall pay to the Lessee, as promptly repay an as practicable after the receipt thereof, the amount whichof such repayment or refund plus any interest received by, after subtraction or credited to, such Tax Indemnitee on such amounts net of Taxes thereon plus the amount of any further net tax savings of Taxes actually realized by such Tax Indemnitee as a result of the payment made to the Lessee; provided, however, that: (A) such repayment, Tax Indemnitee shall not be equal obligated to make such payment with respect to any net tax savings to the extent that the amount of such interest-free loan, together payment would exceed (x) all prior indemnity payments (excluding costs and 77 expenses incurred with interest on respect to contests) made by the Lessee with respect to such Tax pursuant to this Section 12.2 and less (y) the amount of all prior payments by such loan from the date such loan was made Tax Indemnitee to the date of repayment Lessee hereunder with respect to such Tax (but any such excess shall be applied against, and reduce pro tanto, any future payment due such Tax Indemnitee pursuant to this sentence at the rate that would have been paid Section 12.2); (B) if there is (1) a subsequent loss of any such tax savings or refund realized by the relevant taxing authority had Tax Indemnitee or (2) a reduction of an amount otherwise payable to a Tax Indemnitee hereunder as a result of any such contest resulted tax savings or refund, such loss or reduction shall be treated as a Tax for which the Lessee must indemnify such Tax Indemnitee pursuant to this Section 12.2 without regard to the exclusions set forth in Sections 12.2(b) and 12.2(c), other than the exclusions set forth in Sections 12.2(b)(4)(A), (7) and (13); and (C) no payment shall be made by any Tax Indemnitee while a refundLease Event of Default shall have occurred and be continuing.

Contests; Refunds. If a written claim is made against any Tax Indemnitee for any Tax for which Taxes that the Lessee may could be obligated required to indemnify against pursuant to this Section 7.2Clause 10, such Tax Indemnitee shall promptly notify the Lessee in writing (and shall take no action with respect to such claim to the extent reasonably practicable for a period of 30 days following such claimnotice to the Lessee), but the failure to give such notice shall not diminish the Lessee's obligation hereunder, except to the extent that the Lessee's ability to contest such Tax is materially adversely affected or if and to the extent such failure results in the imposition of or an increase in the amount of any penalties, interest or additions to such Tax. If requested by the Lessee in writing, Lessee shallwithin 30 days of receipt of such notice from the Indemnitee, subject to the conditions set forth such Indemnitee shall in the next paragraph, be entitled at its sole expense to good faith contest such Tax in the name of the relevant Tax Indemnitee or of Lessee through appropriate administrative and judicial proceedings (including pursuing all judicial appeals); provided that (a) no Event of Default under Section 14(aappeals other than appeals to the United States Supreme Court), (b), (f), (g), (h) or (i) at the expense of the Lease shall have occurred and be continuing, (b) if such contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to or for the benefit of such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. Lessee shall not be permitted to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in its own name as provided in the next paragraph) if (x) an Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues for which Lessee is not obligated under this Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name of such Tax Indemnitee (or the Indemnitee, in its sole discretion, may permit the Lessee, if permitted by law, to contest in the name of the Lessee or such Indemnitee) the validity, applicability and amount of the relevant Tax such Taxes by (Iin the sole discretion of the Person conducting such contest) (i) resisting payment thereof, (IIii) not paying the same except under protest, if protest be is necessary or and proper, or (IIIiii) if payment shall be made, using reasonable efforts to promptly obtain seeking a refund thereof in appropriate administrative and judicial proceedings; provided PROVIDED that (1u) prior to taking such action, the Lessee shall have agreed to pay such Tax Indemnitee on demand all reasonable out-of-pocket costs and expenses which that such Tax Indemnitee may incur incurs in connection with and reasonably allocable to contesting such claim, including, without limitation, all reasonable out-of-pocket legal, accountants’ ' and investigatory fees and disbursements, (2v) if such contest shall is to be conducted in a manner requiring initiated by the payment of, and the claiming of a refund for, such Taxes, then notwithstanding Clauses 10.4 or 10.5, the Tax, Lessee shall advance to provide such Tax Indemnitee with sufficient funds (on an interest-free basisbasis and at no additional net after-tax cost to such Indemnitee) to make such payment, (w) such proceedings do not involve (A) the amount likelihood of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loanthe sale, (3) the action to be taken will not result in any material danger of forfeiture, sale forfeiture or loss of the Aircraft, the Airframe or any Engine or Part any Part, unless the Lessee shall have provided security for the Lessee's obligations under this Clause 10 with respect to such claim reasonably satisfactory to such Indemnitee and the Beneficiary, or (unless B) any material risk of the imposition of criminal penalties arising from the proper conduct of such proceeding, (x) the Lessee shall have provided to Owner Trustee a bond or other sufficient protection against the Indemnitee an opinion of the Lessee's independent tax counsel (such risk counsel to be reasonably acceptable to Owner Trusteethe Indemnitee) to the effect that a reasonable basis, within the meaning of ABA Formal Opinion No. 85-352, exists for such contest, and (4y) if an no Termination Event of Default shall have occurred and be continuing, unless the Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable the Lessee's obligations under this Clause 10 with respect to such Tax claim satisfactory to such Indemnitee. In any contest under this Section 7.2.4 conducted by a Tax Indemnitee, such Tax Indemnitee shall determine the forum for such contest and the manner in which it shall be conducted; provided that such Tax Indemnitee shall consult in good faith with the Lessee concerning the method and its counselthe forum for such contest and shall permit the Lessee to review and comment upon all written claims and submissions, but the Indemnitee shall have ultimate control over all aspects of such contest. The Lessee shall keep the Indemnitee fully informed as to the nature, conduct and provide results of any contest conducted by the Lessee in the name of such Indemnitee. Any Indemnitee may elect not to contest pursuant to this Clause 10.6, or to settle any contest, but such election to settle or not to contest without the written consent of Lessee and its counsel (which consent shall not be unreasonably withheld) shall constitute a waiver by such Indemnitee of any communications right to or from the relevant taxing authority or administrative or judicial body, indemnification pursuant to this Clause 10 with respect to the issues for claim which Lessee was the subject of such proposed contest or settlement, as the case may be obligated under (and any other claim or Tax with respect to which a successful contest is foreclosed as the result of such settlement or election not to contest) and, if the Lessee has theretofore provided such Indemnitee with the funds to pay the Taxes that are the subject of such proposed contest or settlement, as the case may be, such Indemnitee shall promptly repay such funds. Notwithstanding anything contained in this Section 7.2Clause 10 to the contrary, the Indemnitee shall not be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely by a court of competent jurisdiction pursuant to the contest provisions of this Clause 10.6, unless there shall have been a change in law (or interpretation thereof) or a change in facts after the date with respect to which such previous contest shall have been decided, and the Indemnitee shall have received, at the Lessee's expense, an opinion of independent tax counsel selected by the Lessee and reasonably acceptable to such Indemnitee to the effect that as a result of such change in law (or interpretation thereof) or a change in facts, it is more likely than not that the Indemnitee will prevail in such contest. If any Indemnitee shall obtain a refund (whether in cash or in any other form) shall be obtained by or for any Tax Indemnitee credit of all or any part of any Tax Taxes that the Lessee, pursuant to this Clause 10.6, shall have paid by Lessee for or advanced to such Indemnitee or for which the Lessee shall have made an advance to, or reimbursed, reimbursed such Tax Indemnitee, such Tax Indemnitee shall, at such time as no Termination Event shall have occurred and be continuing, promptly pay to the Lessee an amount equal to which, after the amount subtraction of such refund (which shall reduce the amount of any interest-free loan previously made further net tax savings actually realized by Lessee such Indemnitee as a result of the payment under this Section 7.2.4)paragraph, together with and the addition of any interest received on such refund attributable to such Tax that is properly attributable to the period subsequent to such payment or reimbursement by Lessee, reduced by any Taxes payable net tax detriment realized by such Tax Indemnitee as a result of the receipt or accrual of such refund and interest, and increased by any Tax benefit realized interest received or accrued by such Tax Indemnitee as a result of any payment by on such Tax Indemnitee pursuant to this sentence; provided that the subsequent loss of a refund for which payment has been made to Lessee under this paragraph shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 7.2.2. Ifrefund, without the consent of Lessee, a Tax Indemnitee elects not to, or fails to, contest or cooperate in the contest of any Tax as required in accordance with this Section 7.2.4, or elects to settle, compromise or otherwise terminate any such contest, such election or failure shall constitute a waiver by each Tax Indemnitee of any right to any amount that might otherwise be payable by Lessee pursuant to this Section 7.2 with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure), other than any expenses of the contest, and, if Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount, such Tax Indemnitee shall promptly repay an amount which, after subtraction of any further net savings of Taxes actually realized by such Tax Indemnitee as a result of such repayment, shall be equal to the amount of such interest-free loanrefund or credit, together with plus any interest actually received or credited by such Indemnitee on such refund or credit that is fairly attributable to any Taxes paid by the Lessee to or for such Indemnitee; PROVIDED that such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this sentence (other than on account of interest actually received or credited) to the extent that the amount of such loan from payment would exceed (x) the date amount of all prior payments made by the Lessee to such loan was made to the date of repayment Indemnitee pursuant to this sentence at Clause 10 less (y) the rate amount of all prior payments by such Indemnitee to the Lessee (other than that would have been paid by the relevant taxing authority had such contest resulted in a refund.portion

Contests; Refunds. If a written claim is made against any Tax Indemnitee for any Tax for which Lessee may be obligated pursuant to this Section 7.2, such Tax Indemnitee shall promptly notify Lessee in writing of such claim. If requested by Lessee in writing, Lessee shall, subject to the conditions set forth in the next paragraph, be entitled at its sole expense to contest such Tax in the name of the relevant Tax Indemnitee or of Lessee through appropriate administrative and judicial proceedings (including pursuing all judicial appeals); provided that (a) no Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing, (b) if such contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to or for the benefit of such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. CT1001520_LA1_AAL_A320Family_EXECUTION LA1 – Participation Agreement Lessee shall not be permitted to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in its own name as provided in the next paragraph) if (x) an Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues for which Lessee is not obligated under this Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name of such Tax Indemnitee the validity, applicability and amount of the relevant Tax by (I) resisting payment thereof, (II) not paying the same except under protest, if protest be necessary or proper, or (III) if payment be made, using reasonable efforts to promptly obtain a refund thereof in appropriate administrative and judicial proceedings; provided that (1) Lessee shall have agreed to pay such Tax Indemnitee on demand all reasonable out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal, accountants’ and investigatory fees and disbursements, (2) if such contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan, (3) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine or Part (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) and (4) if an Event of Default shall have occurred and be continuing, Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable to such Tax Indemnitee. In any contest under this Section 7.2.4 conducted by a Tax Indemnitee, such Tax Indemnitee shall determine the forum for such contest and the manner in which it shall be conducted; provided that such Tax Indemnitee shall consult in good faith with Lessee and its counsel, and provide to Lessee and its counsel any communications to or from the relevant taxing authority or administrative or judicial body, with respect to the issues for which Lessee may be obligated under this Section 7.2. If a refund (whether in cash or in any other form) shall be obtained by or for any Tax Indemnitee of all or part of any Tax paid by Lessee or for which Lessee shall have made an advance to, or reimbursed, such Tax Indemnitee, such Tax Indemnitee shall promptly pay Lessee an amount equal to the amount of such refund (which shall reduce the amount of any interest-free loan previously made by Lessee under this Section 7.2.4), together with any interest received on such refund attributable to such Tax that is properly attributable to the period subsequent to such payment or reimbursement by Lessee, reduced by any Taxes payable by such Tax Indemnitee as a result of the receipt or accrual of such refund and interest, and increased by any Tax benefit realized by such Tax Indemnitee as a result of any payment by such Tax Indemnitee pursuant to this sentence; provided that the subsequent loss of a refund for which payment has been made to Lessee under this paragraph shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 7.2.2. If, without the consent of Lessee, a Tax Indemnitee elects not to, or fails to, contest or cooperate in the contest of any Tax as required in accordance with this Section 7.2.4, or elects to settle, compromise or otherwise terminate any such contest, such election or failure shall CT1001520_LA1_AAL_A320Family_EXECUTION LA1 – Participation Agreement constitute a waiver by each Tax Indemnitee of any right to any amount that might otherwise be payable by Lessee pursuant to this Section 7.2 with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure), other than any expenses of the contest, and, if Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount, such Tax Indemnitee shall promptly repay an amount which, after subtraction of any further net savings of Taxes actually realized by such Tax Indemnitee as a result of such repayment, shall be equal to the amount of such interest-free loan, together with interest on the amount of such loan from the date such loan was made to the date of repayment pursuant to this sentence at the rate that would have been paid by the relevant taxing authority had such contest resulted in a refund.

Contests; Refunds. If (i) In the event a written taxing jurisdiction makes a claim is made against any Tax Indemnitee for with respect to any Tax for which the Lessee is liable under this Section 12.2 (a “Tax Claim”), the Lessee may be obligated pursuant cause the applicable Tax Indemnitee to contest such Tax Claim as set forth herein. In the event any Tax Indemnitee receives notice of a Tax Claim or potential Tax Claim which is indemnifiable under this Section 7.212.2, such Tax Indemnitee (i) shall promptly notify the Lessee thereof, but the failure to give such notice shall not diminish the Lessee’s obligation hereunder, except to the extent that the Lessee’s right to contest such Tax Claim or potential Tax Claim is foreclosed thereby and (ii) shall not take any action with respect to such Tax Claim or potential Tax Claim without the consent of the Lessee for 30 days after notifying the Lessee unless the failure to take action could result in writing the imposition of such claimpenalties or fines or material danger of sale, forfeiture or loss of, or the creation of any Lien on, the Platform or the Undivided Interest or any portion thereof or interest therein. If requested by the Lessee in writingwriting within 30 days of receipt of such notice (or, if sooner, on or before the last date upon which the contest of such Tax can practicably be initiated in good faith, provided that the Tax Indemnitee’s notice to the Lessee discloses such date), such Tax Indemnitee shall, subject to the conditions set forth in the next paragraph, be entitled at its sole expense to contest such Tax in the name of the relevant Tax Indemnitee or of Lessee through appropriate administrative and judicial proceedings (including pursuing all judicial appeals); provided that (aI) it has received an indemnity satisfactory to it whereby the Lessee shall have agreed to pay and shall pay to such Tax Indemnitee on an After-Tax Basis all reasonable costs, expenses, losses, legal and accountants’ fees and disbursements, and all penalties, fines, additions to tax and interest in connection with contesting such Tax Claim and (II) no Lease Event of Default under or Lease Default described in Section 14(a15 (a), (b), (fc), (g), (hf) or (ig) of the Lease shall have occurred and be continuing, (b) if such contest shall be conducted in a manner requiring and at the payment expense of the TaxLessee, contest or permit the Lessee shall advance to or for the benefit of such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of contest the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. Lessee shall not be permitted to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in its own name as provided in the next paragraph) if (x) an Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues for which Lessee is not obligated under this Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name of such Tax Indemnitee the validity, applicability and amount of the relevant Tax Claim by (I1) resisting payment thereof, if such Tax Indemnitee in its reasonable discretion determines that there is a reasonable basis for doing so, (II2) not paying the same except under protest, if protest be is necessary or and proper, or (III3) if payment shall be made, using reasonable efforts to promptly obtain a refund thereof in appropriate administrative and judicial proceedings; provided that (1) Lessee shall have agreed to pay such Tax Indemnitee on demand all reasonable out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal, accountants’ and investigatory fees and disbursements, (2) if such contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan, (3) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine or Part (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) and (4) if an Event of Default shall have occurred and be continuing, Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable to such Tax Indemnitee. In any contest under this Section 7.2.4 conducted by a Tax Indemnitee, such Tax Indemnitee shall determine the forum for such contest and the manner in which it shall be conducted; provided that such Tax Indemnitee shall consult in good faith with Lessee and its counsel, and provide to Lessee and its counsel any communications to or from the relevant taxing authority or administrative or judicial body, with respect to the issues for which Lessee may be obligated under this Section 7.2. If a refund (whether in cash or in any other form) shall be obtained by or for any Tax Indemnitee of all or part of any Tax paid by Lessee or for which Lessee shall have made an advance to, or reimbursed, such Tax Indemnitee, such Tax Indemnitee shall promptly pay Lessee an amount equal to the amount of such refund (which shall reduce the amount of any interest-free loan previously made by Lessee under this Section 7.2.4), together with any interest received on such refund attributable to such Tax that is properly attributable to the period subsequent to such payment or reimbursement by Lessee, reduced by any Taxes payable by such Tax Indemnitee as a result of the receipt or accrual of such refund and interest, and increased by any Tax benefit realized by such Tax Indemnitee as a result of any payment by such Tax Indemnitee pursuant to this sentence; provided that the subsequent loss of a refund for which payment has been made to Lessee under this paragraph shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 7.2.2. If, without the consent of Lessee, a Tax Indemnitee elects not to, or fails to, contest or cooperate in the contest of any Tax as required in accordance with this Section 7.2.4, or elects to settle, compromise or otherwise terminate any such contest, such election or failure shall constitute a waiver by each Tax Indemnitee of any right to any amount that might otherwise be payable by Lessee pursuant to this Section 7.2 with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure), other than any expenses of the contest, and, if Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount, such Tax Indemnitee shall promptly repay an amount which, after subtraction of any further net savings of Taxes actually realized by such Tax Indemnitee as a result of such repayment, shall be equal to the amount of such interest-free loan, together with interest on the amount of such loan from the date such loan was made to the date of repayment pursuant to this sentence at the rate that would have been paid by the relevant taxing authority had such contest resulted in a refund.

Contests; Refunds. If (i) In the event a written taxing jurisdiction makes a claim is made against any Tax Indemnitee for with respect to any Tax for which the Lessee is liable under this Section 12.2 (a "Tax Claim"), the Lessee may be obligated pursuant cause the applicable Tax Indemnitee to contest such Tax Claim as set forth herein. In the event any Tax Indemnitee receives notice of a Tax Claim or potential Tax Claim which is indemnifiable under this Section 7.212.2, such Tax Indemnitee shall promptly notify the Lessee in writing thereof, but the failure to give such notice shall not diminish the Lessee's obligation hereunder, except to the extent that the Lessee's right to contest such Tax Claim or potential Tax Claim is foreclosed thereby, unless the Tax Indemnitee delivers an opinion of independent tax counsel that no reasonable basis exists for the Tax Indemnitee to prevail (except if the Lessee shall have provided to the Tax Indemnitee at the Lessee's sole expense an opinion of the Lessee's independent tax counsel, such claimtax counsel being reasonably acceptable to the Tax Indemnitee, to the effect that a reasonable basis exists for such contest). If requested by the Lessee in writingwriting within 30 days of receipt of such notice (or, if sooner, on or before the last date upon which the contest of such Tax can practicably be initiated in good faith, provided that the Tax Indemnitee's notice to the Lessee discloses such date), such Tax Indemnitee shall, subject to the conditions set forth in the next paragraph, be entitled at its sole expense to contest such Tax in the name of the relevant Tax Indemnitee or of Lessee through appropriate administrative and judicial proceedings (including pursuing all judicial appeals); provided that (aI) it has received an indemnity satisfactory to it whereby the Lessee shall have agreed to pay and shall pay to such Tax Indemnitee on an After-Tax Basis all reasonable costs, expenses, losses, legal and accountants' fees and disbursements, and all penalties, fines, additions to tax and interest in connection with contesting such Tax Claim and (II) no Lease Event of Default under or Lease Default described in Section 14(a15(a), (b), (fc), (g), (hf) or (ig) of the Lease shall have occurred and be continuing, (b) if such contest shall be conducted in a manner requiring and at the payment expense of the TaxLessee, contest or permit the Lessee shall advance to or for the benefit of such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of contest the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. Lessee shall not be permitted to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in its own name as provided in the next paragraph) if (x) an Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues for which Lessee is not obligated under this Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name of such Tax Indemnitee the validity, applicability and amount of the relevant Tax Claim by (I1) resisting payment thereof, if such Tax Indemnitee in its reasonable discretion shall determine such course of action to be appropriate, (II2) not paying the same except under protest, if protest be is necessary or and proper, or (III3) if payment shall be made, using reasonable efforts to promptly obtain a refund thereof in appropriate administrative and judicial proceedings, or both; provided provided, however, that (1i) Lessee shall have agreed to pay in no event will such Tax Indemnitee on demand all reasonable out-of-pocket costs and expenses which be required to contest or permit a contest or continue to contest any Tax Claim unless such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal, accountants’ and investigatory fees and disbursements, (2) if such contest the Owner Participant shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan, (3) have reasonably determined that the action to be taken will not result in (a) any material danger risk of forfeituresale, sale forfeiture or loss of, or the creation of any lien (except if the Aircraft, the Airframe or any Engine or Part (unless Lessee shall have provided adequately bonded such lien, or otherwise made provision to protect the interests of such Tax Indemnitee and the Owner Trustee Participant in a bond manner reasonably satisfactory to such Tax Indemnitee and the Owner Participant) on, the Undivided Interest, any part thereof or other sufficient protection against such interest therein or (b) any risk reasonably acceptable to Owner Trustee) of criminal penalties and (4ii) if an Event such contest shall involve payment of Default shall have occurred and be continuingthe Tax Claim, the Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable advanced to such Tax Indemnitee the amount of such payment plus interest, penalties and additions to tax with respect thereto on an interest-free basis, and shall indemnify the Tax Indemnitee, on an After-Tax Basis, for any adverse tax consequences resulting from such advance. If permitted by applicable law, the Lessee may contest, at its own expense, the imposition of any Tax Claim if (i) the proviso in the preceding sentence is satisfied, (ii) such claim involves only Taxes for which the Lessee is liable to the taxing authority, (iii) the Lessee shall have delivered to the Tax Indemnitee a written acknowledgment of its liability under this Section 12.2 for such Taxes (provided, however, that the Lessee will not be bound by its acknowledgment of liability if the contest is resolved on the basis of a written decision of the adjudicator that clearly indicates the basis for the conclusion that the Lessee has no liability under this Section 12.2 with respect to such Tax, unless the Lessee's conduct of the contest has materially prejudiced the Tax Indemnitee), (iv) the participation of the Tax Indemnitee is not required, (v) no Tax return of the Tax Indemnitee is held open as a result of such contest, and (vi) the Tax Indemnitee may not be reasonably viewed as having actual or potential liability for Taxes not indemnifiable by the Lessee hereunder relating to the contest. In any contest under this Section 7.2.4 conducted controlled by a Tax Indemnitee, such Tax Indemnitee shall determine the forum for such contest and the manner in which it shall be conducted; provided that such Tax Indemnitee shall consult in good faith with the Lessee concerning the method and its counselforum of such contest, and provide to Lessee and its counsel any communications to or from but the relevant taxing authority or administrative or judicial body, with respect to the issues for which Lessee may be obligated under this Section 7.2. If a refund (whether in cash or in any other form) shall be obtained by or for any Tax Indemnitee of all or part of any Tax paid by Lessee or for which shall retain the ultimate control over such contest. The Lessee shall have made an advance tocontrol over any contest conducted by the Lessee pursuant to the terms hereof, or reimbursedbut shall consult in good faith with the Tax Indemnitee concerning the method and forum of such contest. The Lessee shall keep the Tax Indemnitee fully informed as to the nature, such conduct and results of any contest conducted in the name of the Tax Indemnitee. Notwithstanding anything contained in this Section 12.2 to the contrary, no Tax Indemnitee shall be required to contest any Tax Claim (in a proceeding that involves taxes unrelated to the transactions contemplated by the Operative Documents) unless such Tax Indemnitee shall promptly pay Lessee have received an amount equal opinion of such independent tax counsel as may be selected by the Tax Indemnitee and reasonably acceptable to the amount of such refund (which shall reduce Lessee, furnished at the amount of any interest-free loan previously made by Lessee under this Section 7.2.4)Lessee's sole expense, together with any interest received on such refund attributable to the effect that there is a reasonable basis to contest such Tax that is properly attributable Claim. A Tax Indemnitee shall not make, accept or enter into a settlement or other compromise with respect to the period subsequent to such payment or reimbursement by Lessee, reduced by any Taxes payable by such Tax Indemnitee as a result of the receipt or accrual of such refund and interest, and increased by any Tax benefit realized by such Tax Indemnitee as a result of any payment by such Tax Indemnitee pursuant to this sentence; provided that the subsequent loss of a refund for which payment has been made to Lessee under this paragraph shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 7.2.2. If, without the consent of Lessee, a Tax Indemnitee elects not to, or fails to, contest or cooperate in the contest of any Tax as required in accordance with this Section 7.2.4, or elects to settle, compromise or otherwise terminate any such contest, such election or failure shall constitute a waiver by each Tax Indemnitee of any right to any amount that might otherwise be payable by Lessee indemnified pursuant to this Section 7.2 12.2 (which proceeding the Tax Indemnitee is required to continue), or forego or terminate any such proceeding with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure), other than any expenses of the contest, and, if Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount, such Tax Indemnitee shall promptly repay an amount which, after subtraction of any further net savings of Taxes actually realized by such Tax Indemnitee as a result of such repayment, shall be equal to the amount of such interest-free loan, together with interest on the amount of such loan from the date such loan was made to the date of repayment indemnified pursuant to this sentence at Section 12.2, without the rate prior written consent of the Lessee provided that the Lessee shall have acknowledged that the contest is with respect to a Tax Claim that would have been paid by the relevant taxing authority had such contest resulted result in a refundTax indemnifiable under this Section 12.

Contests; Refunds. If a written claim is made against any Tax Indemnitee for any Tax for which the Lessee may be obligated pursuant to this Section 7.210(c), or if any Tax Indemnitee shall determine that any Tax for which the Lessee may be obligated pursuant to this Section 10(c) may be payable, such Tax Indemnitee shall notify the Lessee promptly notify Lessee in writing of such claimwriting. If timely requested by the Lessee in writing, Lessee shall, subject to the conditions set forth in the next paragraph, be entitled at its sole expense to contest such Tax Indemnitee shall in the name of the relevant Tax Indemnitee or of Lessee good faith diligently contest through appropriate administrative and judicial proceedings (including pursuing all judicial appeals); provided that (a, but not to the United States Supreme Court) no Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing, (b) if such contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to or for the benefit of such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. Lessee shall not be permitted to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in its own name as provided in the next paragraph) if (x) an Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues for which Lessee is not obligated under this Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name of such Tax Indemnitee (or, if requested by the Lessee and permitted by applicable law, and subject to the conditions set forth in the next sentence, permit the Lessee to contest in the name of the Lessee or such Tax Indemnitee), the validity, applicability and amount of the relevant such Tax by (Ix) resisting payment thereof, (IIy) not paying the same except under protest, if protest be necessary or proper, or (IIIz) if payment be made, using reasonable efforts to promptly obtain seeking a refund thereof in appropriate administrative and judicial proceedings; provided that (1A) prior to taking such administrative or judicial action the Lessee shall have agreed to pay (and shall pay) such Tax Indemnitee on 30 AA-Boeing EETC-Leased Aircraft Participation Agreement demand all reasonable out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal, accountants’ ' and investigatory fees and disbursements, (2B) if such contest shall be conducted in a manner requiring the payment of the Tax, the Lessee shall advance to such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan, (3C) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine or Part (unless the Lessee shall have provided to Owner Trustee the Lessor a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) the Lessor and such Tax Indemnitee), (4D) if an Event of Default or Specified Default shall have occurred and be continuing, the Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable to such Tax Indemnitee, (E) prior to commencing any contest involving income Taxes or any judicial action (but not administrative action) involving non-income Taxes, if reasonably requested by the Tax Indemnitee, the Lessee shall have provided to such Tax Indemnitee an opinion of tax counsel (who may be an employee of American in the case of a judicial action involving non-income Taxes) selected by the Lessee and reasonably acceptable to such Tax Indemnitee to the effect that there is a reasonable basis (consistent with ABA Opinion 85-352) for contesting such claim, and (F) the 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 Tax Indemnitee for which the Lessee may be liable to pay an indemnity under this Section 10(c)) exceeds $10,000 in connection with the Lease. The Lessee shall be permitted to conduct such a contest (i) in its name if contesting in its name is allowable under applicable law or (ii) in the name of the relevant Tax Indemnitee, if consented to by the relevant Tax Indemnitee (it being understood that the relevant Tax Indemnitee shall consider in good faith the Lessee's request to conduct a contest in the name of the relevant Tax Indemnitee). Otherwise, the relevant Tax Indemnitee shall conduct such contest. In any contest under this Section 7.2.4 10(c)(5) conducted by the Lessee, the Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, will advise such Tax Indemnitee of that status of such contest. In any contest under this Section 10(c)(5) conducted by a Tax Indemnitee, such Tax Indemnitee shall determine the forum for such contest and the manner in which it shall be conducted; provided that such Tax Indemnitee shall consult in good faith with the Lessee and its counsel, and provide to the Lessee and its counsel any communications to or from the relevant taxing authority or administrative or judicial body, with respect to the issues for which the Lessee may be obligated under this Section 7.210(c). If a refund (whether in cash or in any other form) shall be obtained by or for any Tax Indemnitee shall obtain a refund of all or part of any Tax paid by the Lessee or for which the Lessee shall have made an advance to, or reimbursed, reimbursed such Tax Indemnitee, such Tax Indemnitee shall promptly pay the Lessee an amount equal to the amount of such refund (which shall reduce the amount of any interest-free loan previously made by Lessee under this Section 7.2.4)refund, together with including any interest received on such refund attributable to such Tax that is properly attributable 31 AA-Boeing EETC-Leased Aircraft Participation Agreement to the period subsequent to such payment or reimbursement by the Lessee, reduced by any Taxes payable by such Tax Indemnitee as a result of the receipt or accrual of such refund and interest, and increased by any Tax benefit reduction in Taxes actually realized by such Tax Indemnitee as a result of any payment by such Tax Indemnitee pursuant to this sentence; provided , which reduction was not previously taken into account in computing an amount payable by the Lessee hereunder. If it is later determined that the subsequent loss Tax Indemnitee was not entitled to such refund, the portion of a such refund for which payment has been made to Lessee under this paragraph shall that is repaid, recaptured or disallowed will be treated as an indemnifiable Taxes for which the Lessee must indemnify the Tax hereunder Indemnitee pursuant to this Section 10(c) but without regard to the exclusions set forth in Section 7.2.210(c)(2) hereof. If, without the consent of Lessee, If a Tax Indemnitee elects not to, or fails to, to contest or cooperate in the contest of any Tax as that it is otherwise required to contest in accordance with this Section 7.2.410(c)(5), or elects to settle, compromise or otherwise terminate any such contestcontest without the consent of the Lessee, such election or failure shall constitute a waiver by each such Tax Indemnitee of any right to any amount that might otherwise be payable by the Lessee pursuant to this Section 7.2 10(c) with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure), other than any expenses of the contest, ) and, if the Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount, such Tax Indemnitee shall promptly repay an amount which, after subtraction of any further net savings of reduction in Taxes actually realized by such Tax Indemnitee as a result of such repaymentpayment, which reduction was not previously taken into account in computing an amount payable by the Lessee hereunder, shall be equal to the amount of such interest-free loan, together with interest on the amount of such loan from the date such loan was made to the date of repayment pursuant to this sentence at the rate that would have been paid by the relevant taxing authority had such contest resulted in a refund.

Contests; Refunds. If (i) In the event a written taxing jurisdiction makes ----------------- a claim is made against any Tax Indemnitee for with respect to any Tax for which Lessee a Charterer may be obligated pursuant to liable under this Section 7.213.2 (a "Tax Claim"), the Charterer may cause the applicable Tax --- ----- Indemnitee to contest such Tax Claim as set forth herein. In the event any Tax Indemnitee receives notice of a Tax Claim or potential Tax Claim which may be indemnified under this Section 13.2, such Tax Indemnitee shall promptly notify Lessee in writing of such claimthe Charterer thereof. If requested by Lessee the Charterer in writingwriting within 30 days of receipt of such notice (or, Lessee if sooner, on or before the last date upon which the contest of such Tax can be initiated, provided that the Tax Indemnitee's notice to the Charterer discloses such date), such Tax Indemnitee shall, subject upon receipt of an indemnity satisfactory to it for all reasonable costs, expenses, losses, legal and accountants' fees and disbursements, and for all penalties, fines, additions to tax and interest, and at the conditions set forth in expense of the next paragraphCharterer, be entitled at its sole expense to contest the imposition of any Tax Claim by (1) resisting payment thereof, if such Tax Indemnitee in its reasonable discretion shall determine such course of action to be appropriate, (2) not paying the name of the relevant Tax Indemnitee same except under protest, if protest is necessary and proper, or of Lessee through (3) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings (including pursuing all judicial appeals)proceedings, or both; provided provided, however, -------- ------- that (a) in no Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing, (b) if such contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to or for the benefit of event will such Tax Indemnitee (on an interest-free basis) the amount of such payment and shall agree be required to indemnify contest or continue to contest any Tax Claim unless such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) the Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger risk of forfeituresale, sale forfeiture or loss of, or the creation of any lien (except if the Aircraft, the Airframe or any Engine (unless Lessee Charterer shall have provided adequately bonded such lien, or otherwise made provision to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of protect the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. Lessee shall not be permitted to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in its own name as provided in the next paragraph) if (x) an Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues for which Lessee is not obligated under this Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name interests of such Tax Indemnitee and the validity, applicability and amount of the relevant Tax by (I) resisting payment thereof, (II) not paying the same except under protest, if protest be necessary or proper, or (III) if payment be made, using reasonable efforts to promptly obtain a refund thereof in appropriate administrative and judicial proceedings; provided that (1) Lessee shall have agreed to pay such Tax Indemnitee on demand all reasonable out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal, accountants’ and investigatory fees and disbursements, (2) if such contest shall be conducted Owner Participant in a manner requiring the payment of the Tax, Lessee shall advance reasonably satisfactory to such Tax Indemnitee (on an interest-free basisand the Owner Participant) on, the Vessel Interest, any part thereof or interest therein. If such contest shall involve payment of the Tax Claim, the Charterer shall have advanced to such Tax Indemnitee the amount of such payment plus interest, penalties and additions to tax with respect thereto on an interest- free basis, and shall agree have agreed to indemnify such the Tax Indemnitee against Indemnitee, on an After- Tax Basis, for any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan, (3) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraftadvance. If permitted by applicable law, the Airframe or Charterer may contest, at its own expense, the imposition of any Engine or Part (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) and (4) Tax Claim if an Event of Default shall have occurred and be continuing, Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable to such Tax Indemniteethe proviso in the second preceding sentence is satisfied. In any contest under this Section 7.2.4 conducted controlled by a the Tax Indemnitee, such Tax Indemnitee shall determine will consult with the forum for such contest Charterer and permit the Charterer to participate in a reasonable manner in which it shall be conducted; provided that such the conduct of the contest. A Tax Indemnitee shall consult in good faith with Lessee and its counselnot make, and provide to Lessee and its counsel any communications to accept or from the relevant taxing authority enter into a settlement or administrative or judicial body, other compromise with respect to the issues for which Lessee may be obligated under any Taxes indemnified pursuant to this Section 7.213.2 (which proceeding the Tax Indemnitee is required to continue), or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 13.2, without the prior written consent of the Charterer. If Notwithstanding the foregoing, if a refund (whether in cash or in any other form) shall be obtained by or for Tax Indemnitee refuses to contest any Tax Indemnitee of all Claim or part effects a settlement or compromise of any Tax paid by Lessee or for which Lessee shall have made an advance to, or reimbursed, such Tax Indemniteethat the Tax Indemnitee is required to contest or otherwise terminates any such contest without such prior written consent of the Charterer, such Tax Indemnitee shall promptly pay Lessee an amount equal be deemed to have waived its right to any indemnity payment by the amount Charterer that would otherwise be payable by the Charterer pursuant to this Section 13.2 in respect of such Tax Claim. (ii) Upon receipt by any Tax Indemnitee of a repayment or refund (which shall reduce the amount of all or any part of any interest-free loan previously made by Lessee under this Section 7.2.4)Tax which such Charterer shall have paid for, together with any interest received on such refund attributable to such Tax that is properly attributable to the period subsequent to such payment or reimbursement by Lesseeadvanced to, reduced by any Taxes payable by such Tax Indemnitee as a result of or for which the receipt or accrual of such refund and interest, and increased by any Tax benefit realized by such Tax Indemnitee as a result of any payment by Charterer shall have reimbursed such Tax Indemnitee pursuant to this sentence; provided that the subsequent loss of a refund for which payment has been made to Lessee under this paragraph shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 7.2.2. If, without the consent of Lessee, a Tax Indemnitee elects not to, or fails to, contest or cooperate in the contest of any Tax as required in accordance with this Section 7.2.4, or elects to settle, compromise or otherwise terminate any such contest, such election or failure shall constitute a waiver by each Tax Indemnitee of any right to any amount that might otherwise be payable by Lessee pursuant to this Section 7.2 with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure), other than any expenses of the contest, and, if Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount13.2, such Tax Indemnitee shall pay to the Charterer, as promptly repay an as practicable after the receipt thereof, the amount whichof such repayment or refund plus any interest received by, after subtraction or credited to, such Tax Indemnitee on such amounts net of Taxes thereon plus the amount of any further net tax savings of Taxes actually realized by such Tax Indemnitee as a result of the payment made to the Charterer; provided, however, -------- ------- that: (A) such repayment, Tax Indemnitee shall not be equal obligated to make such payment with respect to any net tax savings to the extent that the amount of such interest-free loan, together payment would exceed (x) all prior indemnity payments (excluding costs and expenses incurred with interest on respect to contests) made by the Charterer with respect to such Tax pursuant to this Section 13.2 and less (y) the amount of all prior payments by such loan from the date such loan was made Tax Indemnitee to the date of repayment Charterer hereunder with respect to such Tax (but any such excess shall be applied against, and reduce pro tanto, any future --- ----- payment due such Tax indemnitee pursuant to this sentence at the rate that would have been paid Section 13.2); and (B) if there is (1) a subsequent loss of any such tax savings or refund realized by the relevant taxing authority had Tax Indemnitee or (2) a reduction of an amount otherwise payable to a Tax Indemnitee hereunder as a result of any such contest resulted in tax savings or refund, such loss or reduction shall be treated as a refundTax for which the Charterer must indemnify such Tax Indemnitee pursuant to this Section 13.2.

Contests; Refunds. If (i) In the event a written taxing jurisdiction makes ----------------- a claim is made against any Tax Indemnitee for with respect to any Tax for which Lessee a Charterer may be obligated pursuant to liable under this Section 7.213.2 (a "Tax Claim"), the Charterer may cause the applicable Tax --- ----- Indemnitee to contest such Tax Claim as set forth herein. In the event any Tax Indemnitee receives notice of a Tax Claim or potential Tax Claim which may be indemnified under this Section 13.2, such Tax Indemnitee shall promptly notify Lessee in writing of such claimthe Charterer thereof. If requested by Lessee the Charterer in writingwriting within 30 days of receipt of such notice (or, Lessee if sooner, on or before the last date upon which the contest of such Tax can be initiated, provided that the Tax Indemnitee's notice to the Charterer discloses such date), such Tax Indemnitee shall, subject upon receipt of an indemnity satisfactory to it for all reasonable costs, expenses, losses, legal and accountants' fees and disbursements, and for all penalties, fines, additions to tax and interest, and at the conditions set forth in expense of the next paragraphCharterer, be entitled at its sole expense to contest the imposition of any Tax Claim by (1) resisting payment thereof, if such Tax Indemnitee in its reasonable discretion shall determine such course of action to be appropriate, (2) not paying the name of the relevant Tax Indemnitee same except under protest, if protest is necessary and proper, or of Lessee through (3) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings (including pursuing all judicial appeals)proceedings, or both; provided provided, however, that (a) in no Event of Default under Section 14(a), (b), (f), (g), (h) event will such Tax -------- ------- Indemnitee be required to contest or (i) of the Lease shall have occurred and be continuing, (b) if such continue to contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to or for the benefit of any Tax Claim unless such Tax Indemnitee (on an interest-free basis) and the amount of such payment and Owner Participant shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) have reasonably determined that the action to be taken will not result in any material danger risk of forfeituresale, sale forfeiture or loss of, or the creation of any lien (except if the Aircraft, the Airframe or any Engine (unless Lessee Charterer shall have provided adequately bonded such lien, or otherwise made provision to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of protect the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. Lessee shall not be permitted to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in its own name as provided in the next paragraph) if (x) an Event of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues for which Lessee is not obligated under this Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name interests of such Tax Indemnitee and the validity, applicability and amount of the relevant Tax by (I) resisting payment thereof, (II) not paying the same except under protest, if protest be necessary or proper, or (III) if payment be made, using reasonable efforts to promptly obtain a refund thereof in appropriate administrative and judicial proceedings; provided that (1) Lessee shall have agreed to pay such Tax Indemnitee on demand all reasonable out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal, accountants’ and investigatory fees and disbursements, (2) if such contest shall be conducted Owner Participant in a manner requiring the payment of the Tax, Lessee shall advance reasonably satisfactory to such Tax Indemnitee (and the Owner Participant) on, the Vessel Interest, any part thereof or interest therein. If such contest shall involve payment of the Tax Claim, the Charterer shall have advanced to such Tax Indemnitee the amount of such payment plus interest, penalties and additions to tax with respect thereto on an interest-free basis) the amount of such payment , and shall agree have agreed to indemnify such the Tax Indemnitee against Indemnitee, on an After-Tax Basis, for any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan, (3) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraftadvance. If permitted by applicable law, the Airframe or Charterer may contest, at its own expense, the imposition of any Engine or Part (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) and (4) Tax Claim if an Event of Default shall have occurred and be continuing, Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable to such Tax Indemniteethe proviso in the second preceding sentence is satisfied. In any contest under this Section 7.2.4 conducted controlled by a the Tax Indemnitee, such Tax Indemnitee shall determine will consult with the forum for such contest Charterer and permit the Charterer to participate in a reasonable manner in which it shall be conducted; provided that such the conduct of the contest. A Tax Indemnitee shall consult in good faith with Lessee and its counselnot make, and provide to Lessee and its counsel any communications to accept or from the relevant taxing authority enter into a settlement or administrative or judicial body, other compromise with respect to the issues for which Lessee may be obligated under any Taxes indemnified pursuant to this Section 7.213.2 (which proceeding the Tax Indemnitee is required to continue), or forego or terminate any such proceeding with respect to Taxes indemnified pursuant to this Section 13.2, without the prior written consent of the Charterer. If Notwithstanding the foregoing, if a refund (whether in cash or in any other form) shall be obtained by or for Tax Indemnitee refuses to contest any Tax Indemnitee of all Claim or part effects a settlement or compromise of any Tax paid by Lessee or for which Lessee shall have made an advance to, or reimbursed, such Tax Indemniteethat the Tax Indemnitee is required to contest or otherwise terminates any such contest without such prior written consent of the Charterer, such Tax Indemnitee shall promptly pay Lessee an amount equal be deemed to have waived its right to any indemnity payment by the amount Charterer that would otherwise be payable by the Charterer pursuant to this Section 13.2 in respect of such Tax Claim. (ii) Upon receipt by any Tax Indemnitee of a repayment or refund (which shall reduce the amount of all or any part of any interest-free loan previously made by Lessee under this Section 7.2.4)Tax which such Charterer shall have paid for, together with any interest received on such refund attributable to such Tax that is properly attributable to the period subsequent to such payment or reimbursement by Lesseeadvanced to, reduced by any Taxes payable by such Tax Indemnitee as a result of or for which the receipt or accrual of such refund and interest, and increased by any Tax benefit realized by such Tax Indemnitee as a result of any payment by Charterer shall have reimbursed such Tax Indemnitee pursuant to this sentence; provided that the subsequent loss of a refund for which payment has been made to Lessee under this paragraph shall be treated as an indemnifiable Tax hereunder without regard to the exclusions set forth in Section 7.2.2. If, without the consent of Lessee, a Tax Indemnitee elects not to, or fails to, contest or cooperate in the contest of any Tax as required in accordance with this Section 7.2.4, or elects to settle, compromise or otherwise terminate any such contest, such election or failure shall constitute a waiver by each Tax Indemnitee of any right to any amount that might otherwise be payable by Lessee pursuant to this Section 7.2 with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure), other than any expenses of the contest, and, if Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount13.2, such Tax Indemnitee shall pay to the Charterer, as promptly repay an as practicable after the receipt thereof, the amount whichof such repayment or refund plus any interest received by, after subtraction or credited to, such Tax Indemnitee on such amounts net of Taxes thereon plus the amount of any further net tax savings of Taxes actually realized by such Tax Indemnitee as a result of the payment made to the Charterer; provided, however, -------- ------- that: (A) such repayment, Tax Indemnitee shall not be equal obligated to make such payment with respect to any net tax savings to the extent that the amount of such interest-free loan, together payment would exceed (x) all prior indemnity payments (excluding costs and expenses incurred with interest on respect to contests) made by the Charterer with respect to such Tax pursuant to this Section 13.2 and less (y) the amount of all prior payments by such loan from the date such loan was made Tax Indemnitee to the date of repayment Charterer hereunder with respect to such Tax (but any such excess shall be applied against, and reduce pro tanto, any future --- ----- payment due such Tax indemnitee pursuant to this sentence at the rate that would have been paid Section 13.2); and (B) if there is (1) a subsequent loss of any such tax savings or refund realized by the relevant taxing authority had Tax Indemnitee or (2) a reduction of an amount otherwise payable to a Tax Indemnitee hereunder as a result of any such contest resulted in tax savings or refund, such loss or reduction shall be treated as a refundTax for which the Charterer must indemnify such Tax Indemnitee pursuant to this Section 13.2.

Contests; Refunds. If a (a) In the event that Buyer, the Company or any of its Subsidiaries receives written notice of any pending or threatened audit, examination, claim is made against settlement, proposed adjustment, deficiency, assessment, lawsuit or similar or related matter with respect to Taxes ("Tax Claim") that could affect Seller (or any of its Affiliates), or if Seller (or any of its Affiliates) receives notice of any Tax Indemnitee for Claim that could affect Buyer (or any of its Affiliates), the Party receiving notice shall provide written notification of such Tax Claim to the potentially affected Party within 10 days thereof. The failure of any Party to give such notice shall not impair that Party's rights under this Agreement or under the Additional Agreements except to the extent that the other Party demonstrates that it has been materially damaged by such failure. (b) Each of Seller and Buyer (as applicable, the "Controlling Party") shall have the right to control the conduct of any Tax for which Lessee may be obligated Claim relating to or with respect to those Returns that its is required to prepare and file pursuant to this Section 7.2, such Tax Indemnitee shall promptly notify Lessee in writing of such claim. If requested by Lessee in writing, Lessee shall, subject to the conditions set forth in the next paragraph, be entitled at its sole expense to contest such Tax in the name of the relevant Tax Indemnitee or of Lessee through appropriate administrative Sections 7.2 and judicial proceedings (including pursuing all judicial appeals)7.3; provided that in the event that any Tax Claim could affect the Tax liability of the other Party (a) no Event of Default under Section 14(athe "Affected Party"), (b), (f), (g), (h) or the Controlling Party shall (i) of give the Lease shall have occurred and be continuing, (b) if such contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to or for the benefit Affected Party written notice of such Tax Indemnitee Claim, (on an interest-free basisii) permit the amount Affected Party to participate in the resolution of such payment Tax Claim to the extent the adjustment might affect the Tax liability of the Affected Party and shall agree to indemnify (iii) not settle or otherwise compromise such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan and (c) Claim without the action to be taken will not result in any material danger of forfeiture, sale or loss prior written consent of the AircraftAffected Party, the Airframe or any Engine (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) or any material risk of the imposition of criminal penalties. In any contest under this Section 7.2.4 conducted by Lessee, Lessee shall determine the forum and manner in which such contest shall be conducted and, upon the written request of the relevant Tax Indemnitee, shall advise such Tax Indemnitee of the status of such contest, and each Tax Indemnitee shall take reasonable steps to cooperate with Lessee, at Lessee’s request and expense, in connection with such contest. Lessee consent shall not be permitted unreasonably withheld. Seller and Buyer each shall be entitled to conduct such a contest in its name or in the name of the relevant Tax Indemnitee (and instead a Tax Indemnitee, at Lessee’s request, shall contest in retain for its own name as provided in the next paragraph) if (x) an Event account any refunds of Default under Section 14(a), (b), (f), (g), (h) or (i) of the Lease shall have occurred and be continuing or (y) such contest involves issues Taxes attributable to those taxable periods for which Lessee it is not obligated under this required to indemnify the other pursuant to Section 7.2 that can not be severed by reasonable efforts of the Tax Indemnitee from all issues for which Lessee might be so obligated. If requested by Lessee in writing, and if Lessee is not itself contesting a claim under this Section 7.2.4, the relevant Tax Indemnitee shall contest, diligently and in good faith, in the name of such Tax Indemnitee the validity, applicability and amount of the relevant Tax by (I) resisting payment thereof, (II) not paying the same except under protest, if protest be necessary or proper, or (III) if payment be made, using reasonable efforts to promptly obtain a refund thereof in appropriate administrative and judicial proceedings; provided that (1) Lessee shall have agreed to pay such Tax Indemnitee on demand all reasonable out-of-pocket costs and expenses which such Tax Indemnitee may incur in connection with contesting such claim, including, without limitation, all reasonable legal, accountants’ and investigatory fees and disbursements, (2) if such contest shall be conducted in a manner requiring the payment of the Tax, Lessee shall advance to such Tax Indemnitee (on an interest-free basis) the amount of such payment 7.5 and shall agree to indemnify such Tax Indemnitee against any adverse tax consequences to such Tax Indemnitee resulting from such interest-free loan, (3) the action to be taken will not result in any material danger of forfeiture, sale or loss of the Aircraft, the Airframe or any Engine or Part (unless Lessee shall have provided to Owner Trustee a bond or other sufficient protection against such risk reasonably acceptable to Owner Trustee) and (4) if an Event of Default shall have occurred and be continuing, Lessee shall have provided security for its related tax indemnity obligation reasonably acceptable to such Tax Indemnitee. In any contest under this Section 7.2.4 conducted by a Tax Indemnitee, such Tax Indemnitee shall determine the forum for such contest and the manner in which it shall be conducted; provided that such Tax Indemnitee shall consult in good faith with Lessee and its counsel, and provide to Lessee and its counsel any communications to or from the relevant taxing authority or administrative or judicial body, with respect pay to the issues for which Lessee may be obligated under this Section 7.2. If a refund (whether in cash or in any other form) shall be obtained by or for any Tax Indemnitee of all or part of any Tax paid by Lessee or for which Lessee shall have made an advance to, or reimbursed, such Tax Indemnitee, such Tax Indemnitee shall promptly pay Lessee an amount equal to the amount of such refund (which shall reduce the amount of any interest-free loan previously made by Lessee under this Section 7.2.4)refund to which the other is entitled within 15 days after the receipt of such refund; provided, together with however, that Seller shall not be entitled to any interest received on such refund attributable to such Tax that is properly attributable to the period subsequent to such payment or reimbursement by Lessee, reduced by any Taxes payable by such Tax Indemnitee as a result of the receipt Company or accrual any of such refund and interest, and increased by any Tax benefit realized by such Tax Indemnitee as its Subsidiaries relating to a result of any payment by such Tax Indemnitee pursuant to this sentence; provided that the subsequent loss carryback of a Tax attribute relating to any period ending after the Closing Date; provided, further, that any refund for which payment has been made relating to Lessee under this paragraph a Straddle Period shall be treated as an indemnifiable Tax hereunder without regard to apportioned in a manner consistent with the exclusions principles set forth in Section 7.2.2. If, without the consent of Lessee, a Tax Indemnitee elects not to, or fails to, contest or cooperate in the contest of any Tax as required in accordance with this Section 7.2.4, or elects to settle, compromise or otherwise terminate any such contest, such election or failure shall constitute a waiver by each Tax Indemnitee of any right to any amount that might otherwise be payable by Lessee pursuant to this Section 7.2 with respect to such Tax (and any other Tax for which a successful contest is materially adversely affected because of such election or failure7.3(c), other than any expenses of the contest, and, if Lessee has theretofore provided such Tax Indemnitee with an interest-free loan to pay such amount, such Tax Indemnitee shall promptly repay an amount which, after subtraction of any further net savings of Taxes actually realized by such Tax Indemnitee as a result of such repayment, shall be equal to the amount of such interest-free loan, together with interest on the amount of such loan from the date such loan was made to the date of repayment pursuant to this sentence at the rate that would have been paid by the relevant taxing authority had such contest resulted in a refund.