Common use of Contests Clause in Contracts

Contests. (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payable.

Contests. (a) If Subject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 16 of the Charter, the Charterer shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any written Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall cooperate, at the Charterer's expense, with all reasonable requests of the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Charterer's control or is reasonably available to the Charterer, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section 13.1. Where the Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be made against any Indemnified Person indemnified hereunder unless such fees or if any proceeding shall be commenced against any Indemnified Person (including a written notice expenses were incurred at the request of the Charterer or such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lesseeinsurers; provided, however, that if (i) in the failure written -------- ------- opinion of counsel to so notify Lessee such Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the Charterer that such Indemnitee desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that such party's participation does not, in -------- the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and such participation shall not relieve Lessee constitute a waiver of its obligations under the right to receive the indemnification provided in this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior Section 13.1. Notwithstanding anything to the end contrary contained herein, (x) the Charterer shall not under any circumstances be liable for the fees and expenses of such 30-day periodmore than one counsel for each of (i) the Owner Participant and the Owner Trust (and their respective successors and permitted assigns, such Indemnified Person shallagents and servants) and (ii) the Loan Participants and the Indenture Trustee (and their respective successors and permitted assigns, in such notice to Lessee, so inform Lesseeagents and servants), and such Indemnified Person (y) during the continuance of a Charter Event of Default, the Charterer shall not take compromise any action with respect to such claim or Tax Claim without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence)applicable Indemnitee, such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) consent not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payable.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessee shall the Lessees may have an indemnity obligation pursuant to Section 8.017.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4 may be payable, such Indemnified Person Tax Indemnitee shall promptly notify Lessee in writing ChoicePoint. ChoicePoint shall be entitled, at its expense, to participate in, and, to the extent that ChoicePoint desires to, assume and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days after the giving of such notice to Lesseedefense thereof; provided, however, that the failure ChoicePoint, shall have acknowledged in writing its and each Lessee's obligation to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless fully indemnify such failure precludes Lessee from pursuing a contest Tax Indemnitee in respect of such Taxesaction, suit or proceeding if the contest is unsuccessful; and, provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person that ChoicePoint shall not take be entitled to assume and control the defense of any action with respect to such claim action, suit or proceeding (but the Tax without the consent of Lessee before the date such Indemnified Person Indemnitee shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shallthen contest, at the sole cost and expense of Lessee (including all costsChoicePoint and the Lessees, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability on behalf of ChoicePoint with representatives reasonably satisfactory to ChoicePoint or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail that, (A) in the contest reasonable opinion of such claim Tax Indemnitee, such action, suit or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; proceeding (x) Lessee shall have agreed involves any risk of imposition of criminal liability or any material risk of civil liability in writing to pay excess of $1,000,000 on such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); Tax Indemnitee or (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Lien) on any Leased Property or any part thereof unless ChoicePoint or a Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Lessees which ChoicePoint and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Lessees or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on suit or proceeding involves the Facility federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest shall involve payment of relates to the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, federal or any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a state income tax liability of such Indemnified Person Tax Indemnitee, such Tax Indemnitee shall be required to conduct such contest only if ChoicePoint shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to ChoicePoint stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not indemnified by Lessee hereunder; to be successful, provided, however, that Lessee such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may take no action participate in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result a reasonable manner at its own expense and with its own counsel in any material danger of sale, forfeiture or loss of, or proceeding conducted by ChoicePoint in accordance with the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableforegoing.

Contests. (a) If Whenever any written claim shall be made against any Indemnified Person Taxing Authority asserts a Claim, makes an assessment, or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without otherwise disputes the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee Seller is or may be liable (a "Lessee-Controlled Contest")under this Agreement, in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protestPurchaser shall, if protest shall be necessary informed of such an assertion, promptly inform Seller, and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee Seller shall have made all payments than payable under the terms of the Operative Documents; right to control any resulting proceedings (uat its sole expense) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking determine whether and when to settle any such actionClaim, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx assessment or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and dispute to the extent such Indemnified Person shall not prevail in the contest of such claim proceedings or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance determinations affect the amount thereof plus interestof Taxes for which Seller may be liable under the Agreement, penalties and additions PROVIDED, HOWEVER, should a settlement increase or could be reasonably expected to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In increase the sole discretion amount of an Indemnified PersonTaxes owed by Pyramid or its affiliates for taxable periods ending after the Closing Date or for which Purchaser is liable under this Agreement, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with then Seller must receive the consent of Purchaser prior to consummating any such Indemnified Person (settlement, which consent will shall not be unreasonably be withheld). Whenever any Taxing Authority asserts a Claim, in makes an assessment or otherwise disputes the name amount of such Indemnified PersonTaxes for which Purchaser is liable under this Agreement, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant Purchaser shall have the right to control any resulting proceedings and to determine whether and when to settle any such Claim, assessment or dispute, PROVIDED, HOWEVER, should a settlement increase or could be reasonably determined that expected to increase the amount of Taxes for which Seller is liable under this Agreement, then Purchaser must receive the consent of Seller prior to consummating any such action will result in any material danger of salesettlement, forfeiture which consent shall not be unreasonably withheld, conditioned or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payabledelayed.

Contests. (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice Subject to the rights of such proceeding) for any Taxes as insurers under policies of insurance maintained pursuant to which Section 14, the Lessee shall have an indemnity obligation pursuant the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or contest by appropriate proceedings or compromise, any Claim for which indemnification is sought under this Section 8.0123, such and the Indemnified Person shall promptly notify cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in writing and connection therewith, PROVIDED that the Lessee shall not take have the right without the consent of the Indemnified Person to defend, contest or compromise any action Claim with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, ii) if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in involves any material danger of the sale, forfeiture or loss ofof the Leased Property or any part thereof, or (iii) if such Claim involves a realistic possibility of criminal sanctions or allegations by a Governmental Authority of criminal liability to such Indemnified Person, in which event the creation Indemnified Person shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee shall keep the Indemnified Person which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnified Person with all information with respect to such proceeding as such Indemnified Person shall reasonably request. In the event an Indemnified Person has assumed control of any Lien (except if such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall have adequately bonded provide the Lessee with all information, including the receipt of all settlement offers, with respect to such Lien proceeding as such Indemnified Person shall reasonably request. Where the Lessee or otherwise made provision the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnified Person with respect to protect the interests a Claim, no additional legal fees or expenses of such Indemnified Person and Owner Participant in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; PROVIDED that, if (i) in the written opinion of counsel to such Indemnified Person an actual or potential conflict of interest exists where it is advisable for such Indemnified Person to be represented by separate counsel or (ii) such Indemnified Person has been indicted or otherwise charged in a manner reasonably satisfactory criminal complaint in connection with an indemnifiable Claim and such Indemnified Person informs the Lessee that such Indemnified Person desires to them) on be represented by separate counsel, the Facility or reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Subject to the requirements of any interest therein or policy of insurance, an Indemnified Person may participate at its own expense in any interference with timely payments judicial proceeding controlled by the Lessee pursuant to the preceding provisions and such participation shall not constitute a waiver of Rent or the right to receive the indemnification provided in this Section 23. Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default, the Lessee shall not compromise any amounts on Claim without the Loan Certificates from time consent of the applicable Indemnified Person unless such Claim is simultaneously discharged fully and unconditionally as to time becoming due and payablesuch Indemnified Person, such consent not to be unreasonably withheld.

Contests. (a) If any written claim shall be made against any Indemnified Person Indemnitee or if any proceeding shall be commenced against any Indemnified Person Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessee shall may have an indemnity obligation pursuant to Section 8.01SECTION 8.1, or if any Indemnitee shall determine that any Taxes as to which Lessee may have an indemnity obligation pursuant to SECTION 8.1 may be payable, such Indemnified Person Indemnitee shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify . Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shallentitled, at the expense of Lessee (including all costsits expense, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax acting through counsel selected by Lessee and reasonably acceptable to such Indemnified Person Indemnitee, to participate in, and, to the effect extent that a reasonable basis exists for such contestLessee desires to, assume and control the defense thereof; (w) PROVIDED, HOWEVER, that Lessee shall have acknowledged its liability not be entitled to assume and control the defense of any such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim action, suit or Tax proceeding if and to the extent that (A) Lessee is not able to provide such Indemnified Person shall not prevail in the contest Indemnitee with a legal opinion of counsel reasonably acceptable to such claim or Tax, provided Indemnitee that such acknowledgment shall be of no force action, suit or effect to the extent the contest is resolved on an articulated basis that clearly proceeding does not constitute a basis for indemnification hereunder; involve (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); a risk of imposition of criminal liability or (y) any material risk of material civil liability on such Indemnified Person, Indenture Trustee Indemnitee and Owner Participant shall have reasonably determined that the action to be taken will not result in any involve a material danger risk of the sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Encumbrance) on the Equipment, the Trust Estate or any part thereof, unless, in the case of this CLAUSE (y), Lessee contemporaneously with such opinion shall have adequately bonded posted a bond or other security satisfactory to the relevant Indemnitee in respect to such Lien risk, (B) the control of such action, suit or otherwise made provision proceeding would involve a bona fide conflict of interest, (C) such proceeding involves Claims not fully indemnified by Lessee which Lessee and the Indemnitee have been unable to protect sever from the indemnified claim(s), (D) a Default or Lease Event of Default has occurred and is continuing, (E) such action, suit or proceeding involves matters which extend beyond or are unrelated to the transaction contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Indemnified PersonIndemnitee notwithstanding indemnification by Lessee or (F) Lessee shall not have acknowledged in writing its obligation to indemnify fully such Indemnitee in respect of such action, Loan Participants and Owner Participant suit or proceeding. The Indemnitee may participate in a reasonable manner reasonably satisfactory to such Indemnified Person, Indenture Trustee at its own expense and Owner Participant) on the Facility or any interest therein or with its own counsel in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be proceeding conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, accordance with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableforegoing.

Contests. (a) If Buyer agrees to give written notice to Seller of the receipt of any written claim notice to Company, Sub, Buyer, or any of Buyer’s Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be sought by Buyer pursuant to this Article VII (a “Tax Claim”); provided, that failure to comply with this provision shall be made against any Indemnified Person not affect Buyer’s right to indemnification hereunder, except and only to the extent that Seller forfeits rights or if any proceeding shall be commenced against any Indemnified Person (including a written notice defenses by reason of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action failure. Except with respect to such claim Tax Claims relating exclusively to Pre-Closing Tax Periods, Buyer shall control the contest or resolution of any Tax without the consent of Lessee for 30 days after the giving of such notice to LesseeClaim; provided, however, that Buyer shall obtain the failure to so notify Lessee prior written consent of Seller (which consent shall not relieve Lessee be unreasonably withheld or delayed) before entering into any settlement of its obligations under this Article VIII unless a claim relating to a Pre-Closing Tax Period or ceasing to defend any such failure precludes Lessee from pursuing a contest of such Taxesclaim; and, provided further, however, that, if such Indemnified Person that Seller shall be required entitled to participate in the defense of a claim relating to a Pre-Closing Tax Period and to employ counsel of its choice for such purpose, the fees and expenses of which separate counsel shall be borne solely by law Seller. With respect to any Tax Claim relating exclusively to one or regulation to take action prior to more Pre-Closing Tax Periods, Seller shall control the end contest or resolution of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedingsClaim; provided, however, that Seller shall obtain the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further, that Buyer shall be entitled to participate in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result defense of such claim or Tax if and to employ counsel of its choice for such purpose, the extent such Indemnified Person shall not prevail in the contest fees and expenses of such claim or Tax, provided that such acknowledgment which separate counsel shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued borne solely by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableBuyer.

Contests. (a) If Parent agrees to give prompt written notice to Shareholder Representative of the receipt of any written claim notice by the Company, PTC, Parent or any of Parent’s Affiliates which involves the assertion of any claim, the commencement of any Action, proposed adjustment, assessment, audit, examination or other administrative or court proceeding in respect of which an indemnity may be sought by Parent pursuant to Article VIII (a “Tax Claim”) and shall be made against any Indemnified Person or describe in reasonable detail (to the extent known by Parent) the facts constituting the basis for such Tax Claim, the nature of the relief sought, and the amount of the claimed Losses (including Taxes), if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01the “Tax Claim Notice”), such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure or delay to so notify Lessee Shareholder Representative shall not relieve Lessee Shareholders of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law any obligation or regulation liability that Shareholders may have to take action prior Buyer except to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action extent that Shareholders were prejudiced thereby. Solely with respect to Tax Claims for income Taxes for a Pre-Closing Tax Period payable by the Shareholders under applicable Tax laws, excluding, for the avoidance of doubt, any Tax Claims relating to entity level Taxes of the Company or PTC, the Shareholder Representative (a) shall assume and control the defense of such claim or Tax without the consent of Lessee before the date such Indemnified Person Claim, (b) shall bear its own costs and expenses, (c) shall be required entitled to take action. If requested by Lessee in writing within 30 days after the giving of such notice engage its own counsel, and (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, e) may (i) resisting payment thereofpursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Governmental Authority, (ii) not paying either cause payment of the same except under protest, if protest shall be necessary and properTax claimed or sue for refund where applicable Law permits such refund suit, or (iii) contest, settle or compromise the Tax Claim in any permissible manner, provided, however, that the Shareholder Representative shall not settle or compromise (or take other actions described herein with respect to) any Tax Claim without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned) if payment such settlement or compromise would reasonably be expected to adversely affect the Tax liability of the Surviving Corporation, Parent or any of Parent’s Affiliates for any Tax period ending after the Closing Date. With respect to a Tax Claim controlled by the Shareholder Representative, the Shareholder Representative shall be made(a) keep Parent reasonably informed of all material developments and events relating to such Tax Claim (including promptly forwarding copies to Parent of any related correspondence, using reasonable efforts and shall provide Parent with an opportunity to obtain a refund thereof review and comment on any material correspondence before Shareholder Representative sends such correspondence to any taxing authority), (b) consult with Parent in appropriate administrative connection with the defense or prosecution of any such Tax Claim, and judicial proceedings(c) provide such cooperation and information as Parent shall reasonably request, and Parent shall have the right to participate, at its own expense, in (but not control) the defense of such Tax Claim (including participating in any discussions with the applicable taxing authorities regarding such Tax Claim). Parent shall control the contest or resolution of any Tax Claim not controlled by the Shareholder Representative pursuant to the preceding two sentences; provided, however, that Parent shall obtain the prior written consent of Shareholder Representative (which consent shall not be unreasonably conditioned, withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further, that Shareholder Representative shall be entitled to participate in no event shall (including participating in any discussions with the applicable taxing authorities regarding such Indemnified Person be required to contest Tax Claim) the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result defense of such claim or Tax if and to employ counsel of its choice for such purpose, the extent such Indemnified Person shall not prevail in the contest fees and expenses of such claim or Tax, provided that such acknowledgment which separate counsel shall be borne by Shareholder Representative and not Parent and in connection therewith Parent shall provide such cooperation and information as Shareholder Representative shall reasonably request and in addition Parent shall keep Shareholder Representative reasonably informed of no force or effect all material developments and events relating to the extent the contest is resolved such Tax Claim (including promptly forwarding copies to Shareholder Representative of any related correspondence, and shall provide Shareholder Representative with an opportunity to review and comment on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing any material correspondence before Xxxxxx sends such correspondence to pay such Indemnified Person all reasonable costs any taxing authority), and expenses that such Indemnified Person shall incur consult with Shareholder Representative in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture defense or loss of, or the creation prosecution of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableTax Claim.

Contests. (a) If Subject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 16 of the Charter, the Charterer shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any written Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall cooperate, at the Charterer's expense, with all reasonable requests of the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Charterer's control or is reasonably available to the Charterer, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section 13.1. Where the Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be made against any Indemnified Person indemnified hereunder unless such fees or if any proceeding shall be commenced against any Indemnified Person (including a written notice expenses were incurred at the request of the Charterer or such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lesseeinsurers; provided, however, that if (i) in the failure written opinion of counsel to so notify Lessee such -------- ------- Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the Charterer that such Indemnitee desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that -------- such party's participation does not, in the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and such participation shall not relieve Lessee constitute a waiver of its obligations under the right to receive the indemnification provided in this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior Section 13.1. Notwithstanding anything to the end contrary contained herein, (x) the Charterer shall not under any circumstances be liable for the fees and expenses of such 30-day periodmore than one counsel for each of (i) the Owner Participant, such Indemnified Person shallthe Owner Trustees and the Owner Trust (and their respective successors and permitted assigns, in such notice to Lesseeagents and servants) and (ii) the Loan Participants and the Indenture Trustee (and their respective successors and permitted assigns, so inform Lesseeagents and servants), and such Indemnified Person (y) during the continuance of a specified Charter Event of ---------------- Default, the Charterer shall not take compromise any action with respect to such claim or Tax Claim without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence)------- applicable Indemnitee, such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) consent not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payable.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax -------- Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee shall may have an indemnity obligation pursuant to Section 8.017.4, ----------- or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be ----------- payable, such Indemnified Person Tax Indemnitee shall promptly notify the Lessee. The Lessee in writing shall be entitled, at its expense, to participate in, and, to the extent that the Lessee desires to, assume and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days after the giving of such notice to Lesseedefense thereof; provided, however, that the failure Lessee shall have -------- ------- acknowledged in writing its obligation to so notify fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful, and, provided further, that the Lessee shall not relieve Lessee be entitled -------- ------- to assume and control the defense of its obligations under this Article VIII unless any such failure precludes Lessee from pursuing a contest action, suit or proceeding (but the Tax Indemnitee shall then control the defense of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shallcontest, at the sole cost and expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms on behalf of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and representatives reasonably acceptable to such Indemnified Person satisfactory to the effect that a reasonable basis exists for such contest; (wLessee) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail that, (A) in the contest reasonable opinion of such claim Tax Indemnitee, such action, suit or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; proceeding (x) Lessee shall have agreed in writing to pay involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); Tax Indemnitee or (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Encumbrance) on the Leased Property or any part thereof unless the Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on suit or proceeding involves the Facility federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall involve payment of be required to conduct such contest only if the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto have provided to such Indemnified Person on Tax Indemnitee an interest- free opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, however, such Tax Indemnitee shall in no -------- event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, its own counsel in any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be proceeding conducted by the Lessee in accordance with the name of foregoing. Each Tax Indemnitee shall, at the Lessee's expense, supply the Lessee with such Indemnified Person information and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or Lesseeadvisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of Unless an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have ----------- occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent ----------- of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 ----------- with respect to such Claim. Notwithstanding anything contained herein to the contrary, (I) a Tax Indemnitee will not be required to contest (and the Lessee mayshall not be permitted to contest except on its own behalf if it is subject thereto) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to ----------- such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (II) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, at its expenseunless there has been a change in law which, in the name opinion of Lessee orTax Indemnitee's counsel, with creates substantial authority for the consent success of such Indemnified Person (which consent will not unreasonably be withheld), contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the name conduct of such Indemnified Person, contest (and control the contest of), including controlled by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableeither.

Contests. (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice Subject to the rights of such proceeding) for any Taxes as insurers under policies of insurance maintained pursuant to which Section 13 of the Lease, the Lessee shall have an indemnity obligation pursuant the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or contest by appropriate proceedings or compromise, any Claim for which indemnification is sought under this Section 8.0112.1, such Indemnified Person and the Indemnitee shall promptly notify cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in writing and connection therewith, provided that the Lessee shall not take have the right without the consent of the Indemnitee to defend, contest or compromise any action claim with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, Indemnitee (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, (ii) if such proceeding involves any material danger of the sale, forfeiture or loss of the Undivided Interest, or (iii) if such Claim involves a realistic possibility of criminal sanctions or criminal liability to such Indemnitee, in which event the Indemnitee shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee maywill not be required to acknowledge liability as a condition to exercising its contest rights hereunder unless the Lessee assumes control of such contest. With respect to any Claim, at its expenseliability for which the Lessee shall have acknowledged to the relevant Indemnitee in writing, in the name event that in the course of the investigation or defense of such Claim, the Lessee orshall in good faith reasonably determine that it is not liable for indemnification with respect thereto, it may give notice to the applicable Indemnitee of such fact; and, in such case, any acknowledgement therefore made by the Lessee of its liability with respect to such Claim shall be deemed revoked, and the Lessee may thereupon cease to defend such Claim, provided that (i) it shall have given the Indemnitee reasonable prior notice of its intention to renounce such acknowledgment, (ii) the Lessee's conduct regarding the defense of such Claim or any decision to withdraw from such defense shall not materially prejudice or have materially prejudiced the Indemnitee's ability to contest such Claim (taking into account, among other things, the time of the Lessee's withdrawal and the theory or theories upon which the Lessee shall have based its defense), and (iii) the Lessee shall have given such Indemnitee all materials, documents and records relating to its defense of such Claim as such Indemnitee shall have reasonably requested in connection with the consent assumption by such Indemnitee of the defense of such Indemnified Person (which consent will not unreasonably be withheld)Claim at the cost and expense of such Indemnitee unless it is determined that the Lessee is required to indemnify such Indemnitee for such Claim, in which case at the name cost and expense of the Lessee. In the event that the Lessee shall cease to defend any Claim pursuant to the preceding sentence, the Lessee shall indemnify each Indemnitee to the extent that the actions of the Lessee in defending such Claim or the manner or time of the Lessee's election to withdraw from the defense of such Indemnified PersonClaim shall have caused such Indemnitee to incur any loss, contest (and control cost, liability or expense which such Indemnitee might not have incurred had the contest of), including by way of suit for refund, any Taxes as Lessee not ceased to which Lessee would have an indemnity obligation pursuant to Section 8.01, if defend such contest can be conducted independently of any proceeding involving a tax liability of Claim in such Indemnified Person that is not indemnified by Lessee hereundermanner or such time; provided, however, that the Lessee may take no action in contesting any claim if Indenture Trustee, shall not be required to indemnify such Indemnified Person or Owner Participant shall have reasonably determined Indemnitee to the extent that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded proven (in a judicial proceeding or otherwise) that neither its manner of defending such Lien Claim nor the manner of time of its withdrawal from the defense of such Claim caused such loss, cost, liability or expense. The Lessee will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Lessee's control or is reasonably available to the Lessee, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to investigate or defend any Claim. The Lessee shall keep the Indemnitee which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnitee with all information with respect to such proceeding as such Indemnitee shall reasonably request. In the event an Indemnitee has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as such Indemnitee shall reasonably request. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; provided that, if (i) in the written opinion of counsel to such Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise made provision charged in a criminal complaint in connection with a Claim not excluded by Section 12.1(a) and such Indemnitee informs the Lessee that such Indemnitee desires to protect be represented by separate counsel, the interests reasonable fees and expenses of such Indemnified Person separate counsel shall be borne by the Lessee. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and Owner Participant such participation shall not constitute a waiver of the right to receive the indemnification provided in this Section 12.1. Notwithstanding anything to the contrary contained herein, except as otherwise provided in the following sentence, during the continuance of a manner reasonably satisfactory Lease Event of Default, the Lessee shall not compromise any Claim without the consent of the applicable Indemnitee unless such Claim is simultaneously discharged, such consent not to them) on be unreasonably withheld. Notwithstanding anything to the Facility contrary contained in this Section 12.1, to the extent the defense or settlement of any interest therein Claim in respect of which an Indemnitee is entitled to indemnification hereunder is governed by the terms of the Operating Agreement, such defense or any interference settlement shall be governed by the Operating Agreement; provided, that the defense or settlement of such Claim in accordance with timely payments of Rent or any amounts on the Loan Certificates from time Operating Agreement shall not limit the Lessee's obligations to time becoming due and payableindemnify such Claim pursuant to this Section 12.1.

Contests. (a) If Buyer agrees to promptly give written notice to the Sellers’ Representative of the receipt of any written claim shall notice by the Company, Buyer, or any of their respective Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which either of the Seller Members may be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any required to pay Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to a result of such claim or Action, or an indemnity may be sought by Buyer or any Buyer Indemnitee for Indemnified Taxes (a “Tax without Claim”); provided, that failure to comply with this provision shall not affect Buyer’s or any Buyer Indemnitees’ right to indemnification hereunder to the consent extent such failure materially prejudices the Seller Members. The Sellers’ Representative shall control contests of Lessee Tax Claims solely relating to any Company Income Tax Returns filed on a pass-through basis for 30 days after the giving of such notice to Lesseea Pre-Closing Tax Period; provided, however, that the failure to so notify Lessee Sellers’ Representative shall obtain the prior written consent of Buyer (which consent shall not relieve Lessee be unreasonably withheld or delayed) before entering into any settlement of its obligations under this Article VIII unless a claim or ceasing to defend such failure precludes Lessee from pursuing a contest of claim relating to any such TaxesCompany Income Tax Return; and, provided further, however, that, if such Indemnified Person that Buyer shall be required by law or regulation entitled to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to participate in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result defense of such claim or Tax if and to employ counsel of its choice for such purpose, the extent such Indemnified Person fees and expenses of which separate counsel shall be borne solely by Buyer. In addition to the foregoing, Buyer shall obtain the prior written consent of the Sellers’ Representative (which consent shall not prevail be unreasonably withheld or delayed) before entering into any settlement of a claim or ceasing to defend such claim relating to any Tax Claim that is not controlled by the Sellers’ Representative; and, provided further, that the Sellers’ Representative shall be entitled to participate in the contest defense of such claim or Taxand to employ counsel of its choice for such purpose, provided that such acknowledgment the fees and expenses of which separate counsel shall be of no force or effect to borne solely by the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableSellers’ Representative.

Contests. (a) If any written claim Claim shall be made against any Indemnified Person Indemnitee or if any proceeding shall be commenced against any Indemnified Person Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessee shall Lessees may have an indemnity obligation pursuant to Section 8.018.1, or if any Indemnitee shall determine that any Taxes as to which Lessees may have an indemnity obligation pursuant to Section 8.1 may be payable, such Indemnified Person Indemnitee shall promptly notify Lessee in writing and Lessees. Lessees shall not take any action with respect be entitled, at its expense, acting through counsel reasonably acceptable to such claim or Tax without Indemnitee, to participate in, and, to the consent of Lessee for 30 days after extent that Lessees desire to, assume and control the giving of such notice to Lesseedefense thereof; provided, however, that the failure to so notify Lessee Lessees shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee have acknowledged in writing within 30 days after the giving their obligation to indemnify fully such Indemnitee in respect of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee suit or proceeding; and, provided, further, that Lessees shall have furnishednot be entitled to assume and control the defense of any such action, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx suit or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax proceeding if and to the extent that (A) Lessees are not able to provide such Indemnified Person shall not prevail in the contest Indemnitee with a legal opinion of counsel reasonably acceptable to such claim or Tax, provided Indemnitee that such acknowledgment shall be of no force action, suit or effect to the extent the contest is resolved on an articulated basis that clearly proceeding does not constitute a basis for indemnification hereunder; involve (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); a risk of imposition of criminal liability or (y) any material risk of material civil liability on such Indemnified Person, Indenture Trustee Indemnitee and Owner Participant shall have reasonably determined that the action to be taken will not result in any involve a material danger risk of the sale, forfeiture or loss of, or the creation of any Lien (except if Lessee other than a Permitted Lien) on any of the Leased Property, any Deed of Trust Estate, the Trust Estate or any part thereof, unless, in the case of this clause (y), Lessees contemporaneously with such opinion shall have adequately bonded posted a bond or other security satisfactory to the relevant Indemnitee in respect to such Lien risk, (B) the control of such action, suit or otherwise made provision proceeding would involve a bona fide conflict of interest, (C) such proceeding involves Claims not fully indemnified by Lessees which Lessees and the Indemnitee have been unable to protect sever from the indemnified claim(s), (D) a Lease Event of Default has occurred and is continuing or (E) such action, suit or proceeding involves matters which extend beyond or are unrelated to the transaction contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Indemnified PersonIndemnitee notwithstanding indemnification by Lessees. The Indemnitee, Loan Participants on the one hand, and Owner Participant Lessees and Parent, on the other hand, may participate in a reasonable manner reasonably satisfactory to such Indemnified Person, Indenture Trustee at its own expense and Owner Participant) on the Facility or any interest therein or with its own counsel in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be proceeding conducted by Lessee each other in accordance with the name of foregoing. Each Indemnitee shall at Lessees' expense supply Lessees with such Indemnified Person information and documents reasonably requested by Lessees as are necessary or Lesseeadvisable for Lessees to participate in any action, suit or proceeding to the extent permitted by this Section 8.3. Lessee shall control the conduct (including the choice of forum) of Unless a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Participation Agreement Lease Event of Default shall have occurred and be continuing, Lessee mayno Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 8.3 without the prior written consent of Lessees, at which consent shall not be unreasonably withheld, unless such Indemnitee waives its expenseright to be indemnified under this Section 8.3 with respect to such Claim. In addition, if an Indemnitee, in the name violation of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (Lessees' right to assume and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently defense of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; providedClaim, however, that Lessee may take no action in contesting any claim if Indenture Trusteerefuses to permit Lessees to control the defense, such Indemnified Person or Owner Participant shall have reasonably determined that Indemnitee waives its right to be indemnified under Section 8.1 with respect to such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableClaim.

Contests. (a) If Subject to the rights of insurers under policies of -------- insurance maintained pursuant to Section 16 of the Charter, the Charterer shall have the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or compromise, any written Claim for which indemnification is sought under this Section 13.1, and the Indemnitee shall cooperate, at the Charterer's expense, with all reasonable requests of the Charterer in connection therewith. The Charterer will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Charterer's control or is reasonably available to the Charterer, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to fulfill its obligations under this Section 13.1. Where the Charterer or the insurers under a policy of insurance maintained by the Charterer undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be made against any Indemnified Person indemnified hereunder unless such fees or if any proceeding shall be commenced against any Indemnified Person (including a written notice expenses were incurred at the request of the Charterer or such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lesseeinsurers; provided, however, that if (i) in the failure written opinion of counsel to so notify Lessee such -------- ------- Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise charged in a criminal complaint in connection with a Claim not excluded by Section 13.1(a) and such Indemnitee informs the Charterer that such Indemnitee desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Charterer. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Charterer pursuant to the preceding provisions; provided that such party's participation -------- does not, in the reasonable opinion of the independent counsel appointed by the Charterer or its insurers to conduct such proceedings, significantly interfere with such control; and such participation shall not relieve Lessee constitute a waiver of its obligations under the right to receive the indemnification provided in this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior Section 13.1. Notwithstanding anything to the end contrary contained herein, (x) the Charterer shall not under any circumstances be liable for the fees and expenses of such 30-day periodmore than one counsel for each of (i) the Owner Participant, such Indemnified Person shallthe Owner Trustees and the Owner Trust (and their respective successors and permitted assigns, in such notice to Lesseeagents and servants) and (ii) the Loan Participants and the Indenture Trustee (and their respective successors and permitted assigns, so inform Lesseeagents and servants), and such Indemnified Person (y) during the continuance of a specified Charter Event of Default, the Charterer ------------------------ shall not take compromise any action with respect to such claim or Tax Claim without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence)applicable Indemnitee, such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) consent not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payable.

Contests. (a) If any written claim shall be made against any Indemnified Person Party or if any proceeding shall be commenced against any Indemnified Person Party (including a written notice of such proceeding) for any Taxes Tax as to which the Lessee shall may have an indemnity obligation pursuant to this Section 8.015.04, such Indemnified Person Party shall promptly within thirty (30) days notify the Lessee in writing (provided that failure to so notify the Lessee within thirty (30) days shall not alter such Indemnified Party's rights under this Section 5.04 except to the extent such failure precludes or materially adversely affects the ability to conduct a contest of any indemnified Taxes) and shall not take any action with respect to such claim claim, proceeding or Tax without the written consent of the Lessee (such consent not to be unreasonably withheld or unreasonably delayed) for 30 thirty (30) days after the giving receipt of such notice to by the Lessee; provided, however, that in the failure to so notify Lessee shall not relieve Lessee case of its obligations under this Article VIII unless any such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, thatclaim or proceeding, if such Indemnified Person Party shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, Party shall in such notice to the Lessee, so inform the Lessee, and such Indemnified Person Party shall not take any action with respect to such claim claim, proceeding or Tax without the consent of the Lessee before (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the date receipt of such notice by the Lessee unless the Indemnified Person Party shall be required by law or regulation to take actionaction prior to the end of such 10-day period. If requested by Participation Agreement Proprietary & Confidential The Lessee in writing within 30 shall be entitled for a period of thirty (30) days after the giving from receipt of such notice from the Indemnified Party (or such shorter period as the Indemnified Party has notified the Lessee is required by law or regulation for such earlier date referred Indemnified Party to in the preceding sentencecommence such contest), to request in writing that such Indemnified Person shallParty contest the imposition of such Tax, at the expense Lessee's sole cost and expense. If (x) such contest can be pursued in the name of the Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount independently from any other proceeding involving a Tax liability of such Taxes byIndemnified Party for which the Lessee has not agreed to indemnify such Indemnified Party, (y) such contest must be pursued in the name of the Indemnified Party, but can be pursued independently from any other proceeding involving a Tax liability of such Indemnified Party for which the Lessee has not agreed to indemnify such Indemnified Party or (z) the Indemnified Party so requests, then the Lessee shall be permitted to control the contest of such claim, provided that in the case of a contest involving only Taxes for which Lessee is liable described in clause (a "Lessee-Controlled Contest"y), in if the Lessee's sole discretion, or, in Indemnified Party reasonably determines that such contest by the case of any other contest (Lessee could have an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying adverse impact on the same except under protest, if protest shall be necessary and proper, business or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms operations of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified PersonParty, such Indemnified Person with an opinion Party may elect to control or reassert control of Xxxxx Xxxxxxxxxx or the contest, and provided, that by taking control of the contest, Lessee acknowledges that it is responsible for the Tax ultimately determined to be due by reason of such claim. In all other independent tax counsel selected claims requested to be contested by Lessee and reasonably acceptable to the Lessee, such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee Party shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in control the contest of such claim. In no event shall the Lessee be permitted to contest (or the Indemnified Party be required to contest) any claim or Tax, provided (A) if such Indemnified Party provides the Lessee with a legal opinion of counsel reasonably acceptable to the Lessee that such acknowledgment shall be action, suit or proceeding involves a risk of no force imposition of criminal liability or effect to could involve a material risk of the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Encumbrance) on any Property or any part of any thereof unless the Lessee shall have adequately bonded posted and maintained a bond or other security satisfactory to the relevant Indemnified Party in respect to such Lien risk, (B) if an Event of Default has occurred and is continuing under Section 6.01(a), (h) or otherwise made provision (i) unless the Lessee shall have posted and maintained by a bond or other security satisfactory to protect the interests relevant Indemnified Party in respect of the Taxes subject to such claim and any and all expenses for which the Lessee is responsible hereunder reasonably foreseeable in connection with the contest of such Indemnified Personclaim, Loan Participants (C) unless the Lessee shall have agreed to pay and Owner Participant in a manner reasonably satisfactory shall pay, to such Indemnified PersonParty on demand all reasonable out-of-pocket costs, Indenture Trustee losses and Owner Participant) on the Facility expenses that such Indemnified Party may incur in connection with contesting such Tax including all reasonable legal, accounting and investigatory fees and disbursements, or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (zD) if such contest shall involve the payment of the claimTax prior to the contest, unless the Lessee shall advance provide to the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on Party an interest- free basis and advance in an amount equal to the Tax that the Indemnified Party is required to pay (with no additional net after-tax cost costs to such Indemnified PersonParty). In the sole discretion of an addition for Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee Party controlled contests and claims contested in the name of such Indemnified Person Party in a public forum, no contest shall be required (A) unless the amount of the potential indemnity (taking into account all similar or Lessee. logically related claims that have been or could be raised in any audit involving such Indemnified Party with respect to any period for which the Lessee may be liable to pay an indemnity under this Section 5.04) exceeds $25,000 and (B) unless, if requested by such Indemnified Party, the Lessee shall control have provided to such Indemnified Party an opinion of independent tax counsel selected by such Indemnified Party and reasonably acceptable to the conduct Lessee that a reasonable basis exists to contest such claim. In no event shall an Indemnified Party be required to appeal an adverse judicial determination to the United States Supreme Court. Participation Agreement Proprietary & Confidential The party conducting the contest shall consult in good faith with the other party and its counsel with respect to the contest of such claim for Taxes (including or claim for refund) but the choice of forum) decisions regarding what actions are to be taken shall be made by the controlling party in its sole judgment, provided, however, that if the Indemnified Party is the controlling party and the Lessee recommends the acceptance of a Lessee-Controlled Contest and settlement offer made by the relevant Governmental Authority and such Indemnified Person Party rejects such settlement offer, then the amount for which the Lessee will be required to indemnify such Indemnified Party with respect to the Taxes subject to such offer shall control not exceed the conduct (including the choice of forum) of an Indemnified Person-Controlled Contestamount which it would have owed if such settlement offer had been accepted. In addition, so long the controlling party shall keep the noncontrolling party reasonably informed as no Lease Event to the progress of Default the contest, and shall have occurred and be continuingprovide the noncontrolling party with a copy of (or appropriate excerpts from) any reports or claims issued by the relevant auditing agents or taxing authority to the controlling party thereof, Lessee mayin connection with such claim or the contest thereof. Each Indemnified Party shall, at its the Lessee's sole cost and expense, supply the Lessee with such information and documents reasonably requested by the Lessee as are necessary or advisable for the Lessee to participate in any action, suit or proceeding to the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheldextent permitted by this Section 5.04(d), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that such Indemnified Party shall not be required to provide to the Lessee may take no action in contesting copies of its tax returns or any other information, documentation or materials that it deems to be confidential or proprietary. No Indemnified Party shall enter into any settlement or other compromise or fail to appeal an adverse ruling with respect to any claim if Indenture Trusteewhich is entitled to be indemnified under this Section 5.04 (and with respect to which contest is required under this Section 5.04) without the prior written consent of the Lessee, unless such Indemnified Person or Owner Participant Party waives its right to be indemnified under this Section 5.04 with respect to such claim. Notwithstanding anything contained herein to the contrary, an Indemnified Party will not be required to contest (and the Lessee shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or not be permitted to contest) a claim with respect to the creation imposition of any Lien Tax if such Indemnified Party shall waive its right to indemnification under this Section 5.04 with respect to such claim (except if Lessee shall have adequately bonded and any claim with respect to such Lien year or otherwise made provision to protect any other taxable year the interests contest of which is materially adversely affected as a result of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablewaiver.)

Contests. (a) If Parent agrees to give prompt written notice to the Holder Representative of the receipt of any written claim notice by the Company, the Surviving Corporation, Merger Sub, Parent or any of Parent’s Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity may be sought by the Parent Indemnities pursuant to Article IX (specifying with reasonable particularity the basis therefor) (a “Tax Claim”) and will give the Holder Representative such information with respect thereto as the Holder Representative may reasonably request; provided, that failure to comply with this provision shall be made against any Indemnified Person not affect the Parent Indemnities’ right to indemnification under Article IX except to the extent that the Holders are actually prejudiced thereby. The Holder Representative may, at the Holders’ expense and upon notice to Parent, assume the defense or if any proceeding shall be commenced against any Indemnified Person (including a written notice conduct of such proceeding) for any Taxes as to which Lessee Tax Claim, provided that the Holder Representative shall have an indemnity obligation pursuant to Section 8.01not, such Indemnified Person shall promptly notify Lessee in writing and shall not take cause none of the Holder Representative’s Affiliates to, settle, compromise and/or concede any action with respect such Tax Claim to such claim or the extent that it would reasonably be expected to adversely affect the Tax liability of Merger Sub, Parent or, after the Closing, the Company, without the prior written consent of Lessee for 30 days after Parent, which consent shall not be unreasonably withheld, conditioned or delayed. If the giving Holder Representative fails to provide notice to Parent that it intends to assume the defense or conduct of such notice to Lesseea Tax Claim, Parent shall control the contest or resolution of any Tax Claim; provided, however, that (x) the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person Holder Representative shall be required by law or regulation entitled to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to participate in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result defense of such claim or Tax if and to employ counsel of its choice for such purpose, the extent such Indemnified Person shall not prevail in the contest fees and expenses of such claim or Tax, provided that such acknowledgment which separate counsel shall be of no force or effect to borne solely by the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs Holder Representative, and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified PersonParent shall not, Indenture Trustee and Owner Participant shall have reasonably determined that cause none of the action to be taken will not result in any material danger of saleCompany, forfeiture or loss ofthe Surviving Corporation, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility Merger Sub or any interest therein or in of Parent’s Affiliates to, settle, compromise and/or concede, any interference with timely payments of Rent or any amount on such Tax Claim without the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment prior written consent of the claimHolder Representative, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will shall not be unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person withheld or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payabledelayed.

Contests. (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice Subject to the rights of such proceeding) for any Taxes as insurers under policies of -------- insurance maintained pursuant to which Section 13 of the Lease, the Lessee shall have an indemnity obligation pursuant the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend, compromise or contest by appropriate proceedings, any Claim for which indemnification is sought under this Section 8.0112.1, such Indemnified Person and each Indemnitee and each member of a Related Indemnitee Group shall promptly notify cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in writing and connection therewith, provided that the Lessee shall not take have the right without the consent -------- of the Indemnitee to defend, contest or compromise any action Claim with respect to such claim any Indemnitee or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee any member of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, Related Indemnitee Group (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Specified - Lease Event of Default shall have occurred and be continuing; (vii) prior to taking if such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified -- Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail retains any economic interest in the contest of transactions contemplated hereby and such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in proceeding involves any material danger of the sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (ziii) if such contest Claim involves a realistic possibility of --- criminal sanctions or criminal liability to such Indemnitee or any member of its Related Indemnitee Group, in which event such Indemnitee shall involve payment be entitled to control and assume responsibility for the defense of such Claim at the expense of the claim, Lessee. The Lessee shall advance keep the amount thereof plus interest, penalties Indemnitee which is the subject of any such proceeding fully apprised of the status of such proceeding and additions to tax shall provide such Indemnitee with all information with respect thereto to such Indemnified Person on proceeding as such Indemnitee shall reasonably request; provided that in the event an interest- free basis -------- Indemnitee has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as the Lessee shall reasonably request and shall consult in good faith with the Lessee regarding such defense, compromise or contest. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee or any member of its Related Indemnitee Group with respect to a Claim, no additional net after-tax cost legal fees or expenses of such Indemnitee or member of its Related Indemnitee Group in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; provided that if (i) in the written opinion of -------- - counsel to such Indemnified Person. In the sole discretion Indemnitee a conflict of an Indemnified Person, any contest required interest exists where it is advisable for such Indemnitee or member of its Related Indemnitee Group to be pursued represented by separate counsel or (ii) such Indemnified Person Indemnitee or any member of its Related -- Indemnitee Group has been indicted or otherwise charged in a criminal complaint or is the subject of a criminal investigation in connection with a Claim not excluded by Section 12.1(a) and such Indemnitee or such member of a Related Indemnitee Group informs the Lessee that such Indemnitee or such member of a Related Indemnitee Group desires to be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by the Lessee. Notwithstanding anything to the contrary contained herein, the Lessee shall not, under any circumstances, be liable for the fees and expenses of more than one counsel for all Indemnitees and members of Related Indemnitee Groups except in the case specified in the proviso to the immediately preceding sentence of this paragraph (d). Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and such participation shall not constitute a waiver of the right to receive the indemnification provided in this Article VIII shall be conducted by Lessee Section 12.1; provided that such party's -------- participation does not, in the name opinion of counsel appointed by the Lessee or its insurers to conduct such Indemnified Person or Lesseeproceedings, interfere with such control. Lessee shall control Notwithstanding anything to the conduct (including contrary contained herein, during the choice of forum) continuance of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default Default, the Lessee shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with not compromise any Claim without the consent of each applicable Indemnitee unless such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that Claim is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trusteesimultaneously released or discharged, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision consent not to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablebe unreasonably withheld.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax -------- Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee shall may have an indemnity obligation pursuant to Section 8.01------- 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the --- Lessee may have an indemnity obligation pursuant to Section 7.4 may be ----------- payable, such Indemnified Person Tax Indemnitee shall promptly notify the Lessee. The Lessee in writing shall be entitled, at its expense, to participate in, and, to the extent that the Lessee desires to, assume and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days after the giving of such notice to Lesseedefense thereof; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged in writing its liability -------- ------- obligation to fully indemnify such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result Tax Indemnitee in respect of such claim action, suit or proceeding if the contest is unsuccessful, and, provided further, that the Lessee shall not be entitled -------- ------- to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then control the defense of such contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and to the extent such Indemnified Person shall not prevail that, (A) in the contest reasonable opinion of such claim Tax Indemnitee, such action, suit or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; proceeding (x) Lessee shall have agreed in writing to pay involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); Tax Indemnitee or (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Encumbrance) on the Leased Property or any part thereof unless the Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on suit or proceeding involves the Facility federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall involve payment of be required to conduct such contest only if the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto have provided to such Indemnified Person on Tax Indemnitee an interest- free opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful; provided, however, such Tax Indemnitee shall in no -------- event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, its own counsel in any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be proceeding conducted by the Lessee in accordance with the name of foregoing. Each Tax Indemnitee shall, at the Lessee's expense, supply the Lessee with such Indemnified Person information and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or Lesseeadvisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of Unless an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have ----------- occurred and be continuing, no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent ----------- of the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 ----------- with respect to such Claim. Notwithstanding anything contained herein to the contrary, (I) a Tax Indemnitee will not be required to contest (and the Lessee mayshall not be permitted to contest except on its own behalf if it is subject thereto) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect ----------- to other taxable years the contest of which is precluded as a result of such waiver) and (II) no Tax Indemnitee shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, at its expenseunless there has been a change in law which, in the name opinion of Lessee orTax Indemnitee's counsel, with creates substantial authority for the consent success of such Indemnified Person (which consent will not unreasonably be withheld), contest. Each Tax Indemnitee and the Lessee shall consult in good faith with each other regarding the name conduct of such Indemnified Person, contest (and control the contest of), including controlled by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableeither.

Contests. (a) If In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any written pending or threatened Claim, such Indemnitee shall, if a claim shall in respect thereof is to be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written Lessee by such Indemnitee, give notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice thereof to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so So long as no Lease Event of Default shall have occurred and be is continuing, Lessee maythe Lessee, at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall be subject to the reasonable approval of the Administrative Agent, on behalf of the Indemnitee (with full right of subrogation to the Indemnitee's rights and defenses). Notwithstanding any of the foregoing to the contrary, the Lessee shall not be entitled to assume the defense of any Claim if such proceedings in the name good faith opinion of the Indemnitee could entail any risk of criminal liability or unindemnified civil liability. Lessee shall indicate its election to assume such defense by written notice to the Indemnitee; provided that prior to Lessee's assuming such defense Lessee shall acknowledge in writing to such Indemnitee its obligation to fully indemnify such Indemnitee for such Claim by written notice to the Indemnitee within 30 days following receipt of Indemnitee's notice of the Claim, or in the case of a third party claim which requires a shorter time for response then within such shorter period. If Lessee admits liability but elects not to assume the defense thereof, such Indemnitee shall defend such Claim (with Lessee paying the reasonable cost of such defense). If Lessee denies liability or fails to respond to the notice within the time period set forth above, the Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any of Indemnitee's rights hereunder and with no further obligation to inform Lessee of the status of the Claim (unless requested in writing as to the then status of such Claim) and no right of Lessee orto approve or disapprove any actions taken in connection therewith by the Indemnitee. If Lessee shall have elected to assume the defense of any such Claim, then upon the request of Lessee, the Indemnitee requesting payment of indemnity under Section 7.1(a) shall promptly furnish Lessee with copies of any records or documents pertaining to the consent matter to be indemnified and, to the extent known by such Indemnitee, a reasonably detailed explanation of such Indemnified Person (which consent will not unreasonably be withheld), the circumstances giving rise to the claim of indemnification and the determination of the amount of the requested indemnity payment. Upon payment in the name full to Indemnitee of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.017.1(a), if the Lessee shall be subrogated to any right of Indemnitee in respect of the matter against which such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if indemnity has been paid. If Lessee shall have adequately bonded elected to assume the defense of any such Lien or otherwise made provision to protect Claim, upon the interests of such Indemnified Person written request at any time and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due of Lessee, Indemnitee shall, at the expense of Lessee, take such reasonable actions and payableexecute such documents as are necessary or reasonably appropriate to assist Lessee in the preservation and enforcement against third parties of Lessee's right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim in which Lessee shall have elected to assume the defense and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless the Indemnitee shall have been advised in writing by its counsel that there exists a conflict of interest in such counsel's representation of the Indemnitee and Lessee. All fees and expenses of such contests shall be paid periodically as incurred. Lessee shall not, without the prior written consent (not to be unreasonably withheld) of the Indemnitee, effect any settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Claim. The parties agree to cooperate in any defense or settlement of any such Claim and to give each other reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the prosecution of any claim or lawsuit against any third party.

Contests. (a1) If any a written claim shall be is made against any Indemnified Person Lessor or if any proceeding shall be is commenced against any Indemnified Person Lessor (including a written notice of such proceeding) for any Taxes as to which Lessee shall have an could be liable for payment or indemnity obligation pursuant to Section 8.01hereunder, such Indemnified Person Lessor shall promptly notify give Lessee notice in writing of such claim (PROVIDED, HOWEVER, that the failure to provide such notice shall not affect Lessee's obligations hereunder to the Lessor unless such failure shall effectively preclude Lessee's right to contest such claim) and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 thirty (30) days after following the giving receipt of such notice to by Lessee; providedPROVIDED, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, howeverHOWEVER, that, if such Indemnified Person Lessor shall be required by law or regulation Law to take action prior to the end of such 30-day period, such Indemnified Person Lessor shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person Lessor shall not take any no action with respect to such claim or Tax without the consent of Lessee before for as long as it is legally able to do so (it being understood that Lessor shall be entitled to pay the date Tax claimed and sue for a refund prior to the end of such Indemnified Person 30-day period if (i)(A) txx failure to so pay the Tax would result in penalties (unless immediately reimbursed by Lessee) or (B) the failure to so pay would result in criminal penalties and (ii) Lessor uses its good faith efforts to take any action so required in connection with so paying the Tax in a manner that is the least prejudicial to the pursuit of the contest). In addition, Lessor shall (PROVIDED that Lessee shall have agreed to keep such information confidential other than to the extent necessary in order to contest the claim in writing in a manner reasonable satisfactory to Lessor) furnish Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which Lessee may be required to take actionindemnify hereunder. If requested by Lessee in writing within 30 thirty (30) days or such shorter period as may be required by Law after the giving its receipt of such notice (or by such earlier date referred to in the preceding sentence)notice, such Indemnified Person Lessor shall, at the expense of Lessee (including all reasonable out-of-pocket costs, expenses and reasonable attorneys' in-house or outside attorney and accountants' fees and disbursementsaccountants fees), in good faith contest (or, if permitted by applicable law, allow Lessee to contest), through appropriate administrative and judicial proceedings the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) by resisting payment thereof, (ii) not paying the same except under protest, protest if protest shall be is necessary and proper, proper or (iii) if the payment shall be is made, using reasonable efforts to obtain a refund thereof in an appropriate administrative and and/or judicial proceedings; providedproceeding. If requested to do so by Lessee in writing, howeverLessor shall appeal any adverse administrative or judicial decision, except that in no event Lessor shall such Indemnified Person not be required to contest (nor shall Lessee have the imposition of right to) pursue any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person appeals to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if United States Supreme Court. If and to the extent such Indemnified Person shall Lessor by exercise of reasonable good faith efforts is able to separate the contested issue or issues (which cannot prevail include income tax issues) from other issues arising in the same administrative or judicial proceeding that are unrelated to the transactions contemplated by the Operative Documents without, in the good faith judgment of Lessor, materially adversely affecting it, Lessor shall permit Lessee to control the conduct of any such proceeding and shall provide to Lessee such information or data that is in such Lessor's control or possession that is reasonably necessary to conduct such contest and Lessee shall consult with the Lessor and keep it reasonably informed of the progress of such claim or Taxcontest. In the case of a contest controlled by Lessor, provided that Lessor shall conduct and control such acknowledgment shall be contest, PROVIDED Lessor consults with Lessee in good faith regarding the manner of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) shall keep Lessee reasonably informed regarding the progress of such Indemnified Person, Indenture Trustee and Owner Participant contest but Lessor shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests ultimate control over all aspects of such Indemnified Personcontest. Lessor shall not fail to take any action expressly required by this SECTION 3(i)(D) (including, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Personwithout limitation, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments action regarding an appeal of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax an adverse determination with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In any claim) or settle or compromise any claim without the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name prior written consent of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including except as contemplated by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to themSECTION 3(i)(D) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableherein.

Contests. (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01After the Closing Date, such Indemnified Person Parent shall promptly notify Lessee the Representative of the receipt of any written notice by the Surviving Corporation, Parent or any of Parent’s affiliates which involves the assertion of any claim, or the commencement of any Action, in writing and shall not take any action with respect of which an indemnity may be sought by Parent pursuant to such claim or Article VIII (a “Tax without the consent of Lessee for 30 days after the giving of such notice to LesseeClaim”); provided, however, that the failure to so notify Lessee comply with this provision shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided furtheraffect Parent’s right to indemnification hereunder, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee Sellers shall have agreed been materially prejudiced by such failure. The Representative shall be entitled (at the Sellers’ expense) to participate and, at its option, take control of the defense of any pending or threatened Tax Claim, in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur whole or in connection with contesting such claim part (including any resulting litigation), and to employ counsel of its choice at its expense. If the Representative elects to assume the defense of a Tax Claim, the Representative shall keep Parent reasonably informed of all costsmaterial developments relating to such Tax Claim, expenses, reasonable legal and accounting fees shall allow Parent sufficient notice and disbursements); opportunity to participate in the Tax Claim to the extent of any claims for Taxes for which Parent (yor the Company or any Subsidiary) such Indemnified Person, Indenture Trustee and Owner Participant may be liable. Neither Parent nor the Representative shall have reasonably determined that the action settle or compromise (or cause to be taken will settled or compromised) a matter involving a claim for Taxes for which the other party may be liable under this Agreement without the prior written consent of such other party, which consent shall not result in any material danger of salebe unreasonably delayed, forfeiture conditioned or loss ofwithheld, unless Parent or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect Representative, as the interests of such Indemnified Personcase may be, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on waives the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required right to be pursued by such Indemnified Person indemnified for the issue being conceded or settled. To the extent the Representative elects to control a Tax Claim pursuant to this Article VIII Section 7.3, the Representative shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest use (and shall cause the Sellers and their affiliates to use) its commercially reasonable efforts to separate from any such Tax Claim any item in respect of which an indemnity is not sought by Parent pursuant to Article VIII, and to permit, to the greatest extent possible, Parent to control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableitem.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessee shall Lessees may have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and properSECTION 7.4, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee Indemnitee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect determine that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would the Lessees may have an indemnity obligation pursuant to Section 8.01SECTION 7.4 may be payable, such Tax Indemnitee shall promptly notify the Company. The Company shall be entitled, at its expense, to participate in, and, to the extent that the Company desires to, assume and control the defense thereof; PROVIDED, HOWEVER, that the Company shall have acknowledged in writing its obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, PROVIDED FURTHER, that the Company shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Company, on behalf of the Company with representatives reasonably satisfactory to the Company) if and to the extent that, (A) in the reasonable opinion of such Tax Indemnitee, such action, suit or proceeding involves any meaningful risk of imposition of criminal liability or any material risk of civil liability on such Tax Indemnitee in excess of $5,000,000,(B) such proceeding involves Claims not fully indemnified by the Lessees which the Company and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or proceeding involves matters which extend beyond or are unrelated to the Transaction and if determined adversely could be materially detrimental to the interests of such Tax Indemnitee notwithstanding indemnification by Lessees or (E) such action, suit or proceeding involves the federal or any state income tax liability of the Tax Indemnitee. With respect to any contests controlled by a Tax Indemnitee, (i) if such contest can be conducted independently of relates to the federal or any proceeding involving a state income tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture TrusteeTax Indemnitee, such Indemnified Person or Owner Participant Tax Indemnitee shall be required to conduct such contest only if the Company shall have reasonably determined that provided to such action will result in any material danger Tax Indemnitee an opinion of sale, forfeiture or loss of, or independent tax counsel selected by the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person Tax Indemnitee and Owner Participant in a manner reasonably satisfactory to themthe Company stating that a reasonable basis exists to contest such claim or (ii) on in the Facility or case of an appeal of an adverse determination of any interest therein or contest relating to any interference Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, PROVIDED, HOWEVER, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with timely payments of Rent or its own counsel in any amounts on proceeding conducted by the Loan Certificates from time to time becoming due and payableCompany in accordance with the foregoing.

Contests. (a) If An Indemnitee shall forward to Lessee any written claim shall be made against notice such Indemnitee receives from any Indemnified Person in regard to a proposed imposition or if adjustment by any proceeding shall be commenced against any Indemnified Person (including Governmental Authority that would result in a written notice of such proceeding) liability for any Taxes as with respect to which Lessee shall have an indemnity obligation pursuant to Section 8.01, has liability under this Article 21 promptly after receipt by such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to LesseeIndemnitee; provided, however, that the failure to do so notify Lessee shall not relieve eliminate any liability by Lessee of its obligations to an Indemnitee under this Article VIII unless 21 except to the extent of additional interest, penalties and the like attributable to such failure or if such failure effectively precludes Lessee from pursuing the ability to conduct a contest of such Taxes. Such Indemnitee shall consult with Lessee in determining whether to contest such proposed adjustment and the manner of proceeding with such contest (including whether and to what extent to allow Lessee to control the contest and to conduct the contest in its name if permissible under applicable Law or in the name of such Indemnitee); provided furtherprovided, however, thatthat (a) such Indemnitee reserves the right to agree or not to agree to pursue any such contest, if (b) Lessee shall keep such Indemnified Person Indemnitee informed of the status of the contest and consult with such Indemnitee regarding the manner in which to proceed with such contest, and (c) such Indemnitee reserves the right to agree to any compromise or settlement proposal. Notwithstanding anything to the contrary contained in this Section 21.5, such Indemnitee shall not be required by law or regulation obligated to take action pursue a contest of any claim unless (i) prior to the end of taking such 30-day period, such Indemnified Person shall, in such notice action Lessee shall have agreed to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, pay or, in the case of any other contest item (C) below, lend on an "Indemnified Personinterest-Controlled Contest")free basis, to such Indemnitee an amount equal to all out-of-pocket costs and expenses such Indemnitee actually incurs in connection with and reasonably allocable to contesting such Indemnified Person's sole discretionclaim, including, without limitation, (iA) resisting all reasonable legal, accountants’, and investigatory fees and disbursements, (B) the amount of any interest or penalty payable as a result of contesting such claim, and (C) if such contest is to be initiated by the payment thereofof, and the claiming of a refund for, Taxes, sufficient funds to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against Lessee’s obligation to indemnify such Indemnitee for the Taxes which relate to such contest), (ii) such proceedings do not paying involve any material risk or danger of the same except under protestsale, forfeiture, or loss of any Item of Equipment, or, if protest shall there is such a risk, Lessee has provided to such Indemnitee a bond in form and substance reasonably satisfactory to such Indemnitee in an amount sufficient to protect such Indemnitee from any detriment that would be necessary and propersuffered by such Indemnitee as a result of such sale, forfeiture, or loss or has otherwise made provision to protect the interests of such Indemnitee in a manner reasonably acceptable to such Indemnitee, and (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; . If (vX) prior such Indemnitee shall fail to taking meet its obligations under this Section 21.5, (Y) such actionIndemnitee exercises its discretion under clause (a) of the first proviso of this Section 21.5 to not pursue a claim, or (Z) such Indemnitee exercises its discretion under clause (c) of the first proviso of this Section 21.5, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion be relieved of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists its liability for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursementsunder Section 21.1(a); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that (XX) Lessee may take no action shall not be relieved of liability under clause (X) of Xxxxxxxxxx XX-600-2C10; MSN 10070 this Section 21.5 to the extent that Indemnitee’s failure to meet its obligations did not materially affect Lessee’s indemnification obligation hereunder, (YY) Lessee shall not be relieved of liability under clause (Y) of this Section 21.5 to the extent that Indemnitee exercised its right to not agree to pursue a contest and such contest would be reasonably likely to result in contesting a material unindemnified harm to such Indemnitee as determined in such Indemnitee’s reasonable discretion, and (ZZ) Lessee shall not be relieved of liability under clause (Z) of this Section 21.5 to the extent that Indemnitee exercised its right to not agree to any claim if Indenture Trusteecompromise or settlement proposal and such exercise was reasonable. In any case described in the immediately preceding sentence, such Indemnified Person or Owner Participant Indemnitee shall have reasonably determined promptly return any amounts previously advanced by Lessee for the payment of the Taxes which were the subject of the contest; provided, however, that in a case described in clause (Z) above, such action will result in any material danger Indemnitee shall be obligated to repay Lessee only to the extent of sale, forfeiture or loss of, or the creation excess of any Lien (except if the amounts previously advanced by Lessee shall have adequately bonded such Lien or otherwise made provision to protect over the interests amount of such Indemnified Person and Owner Participant in a manner reasonably satisfactory settlement to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablewhich Lessee did not withhold its consent.

Contests. (a) If any written claim shall be for a Liability is made against Borrower or any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written Indemnitee and such party has received notice thereof, such party receiving notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person Liability shall promptly notify Lessee in writing and shall not take any action with respect to such claim all affected Indemnitees or Tax without Borrower, as the consent of Lessee for 30 days after the giving of such notice to Lessee; case may be, provided, however, that the failure to so provide such notice promptly or to notify Lessee Borrower shall not relieve Lessee release Borrower from any of its obligations to indemnify hereunder, except to the extent that such failure adversely affects any applicable defense or counterclaim, or otherwise increases the amount Borrower would have been liable for in the absence of such failure. If no Specified Default shall exist, Borrower shall have the right to investigate and defend or (so long as Borrower has acknowledged in writing to the relevant Indemnitee that Borrower is liable to such Indemnitee for such Liability), compromise any Liability for which it may be required to indemnify under this Article VIII unless Section 9.01, and each Indemnitee agrees to cooperate with all reasonable [Credit Agreement] requests of Borrower in connection therewith. Notwithstanding any of the foregoing to the contrary, Borrower shall not be entitled to assume responsibility for and control of any such failure precludes Lessee from pursuing a judicial or administrative proceedings or compromise any Liability if (aa) any Specified Default shall exist, or (bb) such proceedings would involve the imposition of criminal liability on an Indemnitee or if such contest will, in the reasonable opinion of such Taxes; provided furtherIndemnitee, howeverbe inappropriate under applicable standards of professional conduct. The reasonable fees and expenses of such Indemnitee’s counsel shall be paid by Borrower if any of the circumstances described in clauses (aa) or (bb) above exists. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Borrower pursuant to the preceding provisions. Each Indemnitee shall cooperate with all reasonable requests of the insurers in the exercise of their rights to investigate, thatdefend, if or compromise such Indemnified Person shall claim as may be required by law or regulation such policy to take action prior maintain the insurance coverage provided to the end of parties thereunder. To the extent that any Indemnitee receives indemnification payments under this Section 9.01, Borrower shall be subrogated to such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action Indemnitee’s rights with respect to such claim the transaction or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the event requiring or giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable rise to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision indemnity payment made, other than to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued insurance policies maintained by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableIndemnitee.

Contests. Provided that Tenant shall not be in default under this Lease (a) If any written claim shall be made against any Indemnified Person or beyond expiration of applicable notice and cure periods, if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Lessee any), Tenant shall have an indemnity obligation pursuant the right to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), appropriate legal proceedings diligently conducted in good faith contest the validity, applicability or amount of such Taxes byfaith, in the case name of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest")the Tenant, in without cost, expense, liability or damage to the Lessee's sole discretionProperty or to Landlord, or, in the case validity or application of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protestLegal Requirement and, if protest shall compliance with any of the terms of any such Legal Requirement may legally be necessary and proper, or delayed pending the prosecution of any such proceeding. Tenant may delay such compliance therewith until the final determination of such proceeding (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that but in no event shall such Indemnified Person a delay extend or delay the Anticipated Completion Date or the Commencement Date), provided in each case that: (a) Landlord shall not be required subject to contest civil or criminal, claims, penalty or damages or to prosecution for a crime, nor shall the imposition Property or any equipment and improvements therein or any part thereof be subject to being condemned or vacated, or subject to any lien or encumbrance, by reason of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms non-compliance or otherwise by reason of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (wb) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result before the commencement of such claim or Tax if contest, Tenant shall furnish to Landlord the bond of a surety company satisfactory to Landlord, in form and substance satisfactory to Landlord and in an amount equal to one hundred percent (100%) of the extent such Indemnified Person shall not prevail in the contest cost of such claim compliance (as estimated by Landlord) and shall indemnify Landlord against the cost of such compliance and any liability resulting from or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur incurred in connection with contesting such claim contest or non-compliance (including all costsincluding, expenseswithout limitation, reasonable legal and accounting fees and disbursementsattorneys fees); (yc) such Indemnified Person, Indenture Trustee and Owner Participant non-compliance or contest shall have reasonably determined that the action to be taken will not constitute or result in any material danger violation of sale, forfeiture any mortgage or loss ofground lease now or hereafter encumbering the Property, or the creation if any present or future holder of any Lien such mortgage or the lessor’s position under any ground lease (except if Lessee a “Land Lessor”) shall have adequately bonded condition such Lien non-compliance or otherwise made provision to protect contest upon the interests taking of action or furnishing of security by Landlord, such Indemnified Person, Loan Participants action shall be taken and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on security shall be furnished at the Facility or any interest therein or in any interference with timely payments expense of Rent or any amount on the Loan Certificates from time to time becoming due and payableTenant; and (zd) Tenant shall keep Landlord regularly advised as to the status of such proceedings in good faith and shall diligently prosecute same1 to completion. Landlord shall be deemed subject to prosecution for a crime if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified PersonLandlord, any contest present or future holder of any such mortgage, a Land Lessor or any of their officers, directors, partners, shareholders, agents or employees, is charged with a crime of any kind whatever unless such charge is withdrawn five (5) days before such party is required to be pursued by such Indemnified Person pursuant to plead or answer thereto. This section 14.32 shall survive the expiration or earlier termination of this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableLease.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee shall may have an indemnity obligation pursuant to Section 8.017.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Indemnified Person Tax Indemnitee shall promptly notify the Lessee. The Lessee in writing shall be entitled, at its expense, to participate in, and, to the extent that the Lessee desires to, assume and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days after the giving of such notice to Lesseedefense thereof; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged in writing its liability obligation to fully indemnify such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result Tax Indemnitee in respect of such claim action, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and to the extent such Indemnified Person shall not prevail that, (A) in the contest reasonable opinion of such claim Tax Indemnitee, such action, suit or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; proceeding (x) Lessee shall have agreed involves any meaningful risk of imposition of criminal liability or any material risk of civil liability in writing to pay excess of $1,000,000 on such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); Tax Indemnitee or (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Encumbrance) on any Leased Property or any part thereof unless the Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on suit or proceeding involves the Facility federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall involve payment of be required to conduct such contest only if the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto have provided to such Indemnified Person on Tax Indemnitee an interest- free opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, its own counsel in any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be proceeding conducted by the Lessee in accordance with the name of foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such Indemnified Person information and documents in such Tax Indemnitee's possession as are reasonably requested by the Lessee and are necessary or Lesseeadvisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of Unless an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the name of Lessee or, with the prior written consent of such Indemnified Person (the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not unreasonably be withheld), in the name of such Indemnified Person, required to contest (and control the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of), including by way of suit for refund, any Taxes which is precluded as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability result of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take waiver) and (b) no action in contesting Tax Indemnitee shall be required to contest any claim if Indenture Trustee, such Indemnified Person or Owner Participant the subject matter thereof shall be of a continuing nature and shall have reasonably determined that previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the success of such action will result in any material danger of sale, forfeiture or loss of, or contest. Each Tax Indemnitee and the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect consult in good faith with each other regarding the interests conduct of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablecontest controlled by either.

Contests. (ai) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) (collectively a "Tax Claim") for any Taxes Tax as to which Lessee shall the Agent may have an indemnity obligation pursuant to this Section 8.0112.3, such Indemnified Person shall promptly as soon as practicable after its receipt or commencement, and in any event within thirty (30) days notify Lessee the Agent in writing and furnish the Agent with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such Tax Claim (provided, that failure to so notify the Agent within thirty (30) days shall not alter such Indemnified Person's rights under this Section 12.3 except to the extent such failure precludes or materially adversely affects the ability to conduct a contest of any Tax Claim) and shall not take any action with respect to such claim or Tax Claim without the written consent of Lessee the Agent (such consent not to be unreasonably withheld or unreasonably delayed) for 30 thirty (30) days after the giving receipt of such notice to Lesseeby the Agent; provided, however, that in the failure to so notify Lessee shall not relieve Lessee case of its obligations under this Article VIII unless any such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, thatTax Claim, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, shall in such notice to Lesseethe Agent, so inform Lesseethe Agent, and such Indemnified Person shall not take any action with respect to such claim or Tax Claim without the consent of Lessee before the date Agent (such consent not to be unreasonably withheld or unreasonably delayed) for ten (10) days after the receipt of such notice by the Agent unless the Indemnified Person shall be required by law or regulation to take action. If requested by Lessee in writing within 30 days after action prior to the giving end of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee10-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableday period.

Contests. (a) If Tenant shall have the right to contest, at Tenant's sole cost and expense, the amount or validity, in whole or in part, of any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice Tax, by appropriate proceedings diligently conducted by Tenant in good faith, but only after payment of the amount of such proceeding) Tax into an escrow account acceptable to Landlord, in which event Tenant may postpone or defer payment of such Tax if the right or privilege so to do is granted or sanctioned by applicable law and if the Premises shall not, by reason of such postponement or deferment, be subject or liable to lien, forfeiture or loss, and if Tenant shall promptly commence proceedings for such contest and prosecute the same with all due diligence and dispatch. Upon the termination of such proceedings, Tenant shall pay such amount of any Taxes such Tax or part thereof as is finally determined in such proceedings, the payment of which, pursuant to which Lessee the foregoing provisions of this Section, shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without been deferred during the consent of Lessee for 30 days after the giving prosecution of such notice to Lessee; providedproceedings, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action together with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements)fees, in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions other liabilities in connection therewith. If Tenant fails to tax with respect thereto maintain in escrow an amount equal to all of the Taxes, penalties and interest due, alleged to be due by the taxing authority and accruing or the Term of this Lease shall be terminated or expire during the course of such proceedings, and if Tenant, pursuant to the foregoing provisions, shall have deferred payment of the contested Tax, then, unless Landlord shall instruct Tenant otherwise, Tenant shall, prior to such Indemnified Person on an interest- free basis termination or expiration, duly terminate such proceedings and with no additional net after-tax cost pay to the appropriate taxing authorities the full amount of such Tax and all interest and penalties attributable to such Indemnified Persondeferred payment. In Upon request by Tenant, Landlord, subject to the sole discretion reasonable approval of an Indemnified PersonLandlord's counsel, shall execute and deliver any contest required to be pursued by and all such Indemnified Person pursuant to this Article VIII documents or instruments and take any and all such other action as shall be conducted by Lessee necessary or proper to permit Tenant to bring such proceedings in Tenant's name or otherwise to facilitate the name conduct of such Indemnified Person or Lesseeproceedings by Tenant. Lessee Tenant shall, within ten days after Landlord's demand, reimburse Landlord for all costs and expenses (including, without limitation, counsel fees) incurred by Landlord in connection with any such proceedings. Tenant shall control the conduct (including the choice defend, indemnify and save Landlord harmless from all other liability, costs and expenses incurred in connection with any such proceedings. Any refunds of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including Taxes paid by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if Tenant resulting from such contest can by Tenant and attributable to any period occurring during the Term shall be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision payable to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableTenant.

Contests. (a) If Buyers agrees to give prompt written notice to Seller of the receipt of any written claim notice by the Company, Buyers or any Buyer Affiliate which involves the assertion of any claim, or the commencement of any Action in respect of which an indemnity may be sought by Buyers pursuant to this Article VI or in respect of any Pre-Closing Tax Period or Straddle Period of the Company (a “Tax Claim”); provided that failure to comply with this provision shall be made against any Indemnified Person not affect Buyers’ right to indemnification hereunder except to the extent that Seller or if any proceeding shall be commenced against any Indemnified Person (including a written notice of Seller Related Party is materially prejudiced by such proceeding) for any Taxes as to which Lessee failure. Seller shall have an indemnity obligation pursuant the right to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take control the contest or resolution of any action Tax Claim with respect to such claim any taxable period ending on or Tax without before the consent of Lessee for 30 days after the giving of such notice to LesseeClosing Date; provided, however, that Seller shall obtain the failure to so notify Lessee prior written consent of Buyers (which consent shall not relieve Lessee be unreasonably withheld, conditioned or delayed) before entering into any settlement of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest claim if the resolution or settlement of such Taxesclaim would increase the Tax liability of any Buyer or the Company in a taxable period that ends after the Closing Date, or ceasing to defend such claim; and provided further, however, that, if such Indemnified Person that Buyers shall be required by law or regulation entitled to take action prior to participate in the end defense of such 30-day periodclaim and to employ counsel of its choice for such purpose, such Indemnified Person shall, in such notice the fees and expenses of which separate counsel shall be borne solely by Buyers. Buyers shall have the right to Lessee, so inform Lessee, and such Indemnified Person shall not take control the contest or resolution of any action Tax Claim with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedingsStraddle Period; provided, however, that Buyers shall obtain the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of a claim if the resolution or settlement of such claim would increase the Tax liability of Seller or any Seller Related Party or result in no event shall such Indemnified Person be required an indemnification obligation owing by Seller or Seller Related Party to contest the imposition of any Tax for which Lessee is obligated a Buyer Indemnitee pursuant to this Article VIII unless (t) Lessee VI or ceasing to defend such claim; and, provided further, that Seller shall have made all payments than payable under be entitled to participate in the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result defense of such claim or Tax if and to employ counsel of its choice for such purpose, the extent such Indemnified Person shall not prevail in the contest fees and expenses of such claim or Tax, provided that such acknowledgment which separate counsel shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued borne solely by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableSeller.

Contests. (a) If An Indemnitee shall forward to Lessee any written claim shall be made against notice such Indemnitee receives from any Indemnified Person in regard to a proposed imposition or if adjustment by any proceeding shall be commenced against any Indemnified Person (including Governmental Authority that would result in a written notice of such proceeding) liability for any Taxes as with respect to which Lessee shall have an indemnity obligation pursuant to Section 8.01, has liability under this Article 21 promptly after receipt by such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to LesseeIndemnitee; provided, however, that the failure to do so notify Lessee shall not relieve eliminate any liability by Lessee of its obligations to an Indemnitee under this Article VIII unless 21 except to the extent of additional interest, penalties and the like attributable to such failure or if such failure effectively precludes Lessee from pursuing the ability to conduct a contest of such Taxes. Such Indemnitee shall consult with Lessee in determining whether to contest such proposed adjustment and the manner of proceeding with such contest (including whether and to what extent to allow Lessee to control the contest and to conduct the contest in its name if permissible under applicable Law or in the name of such Indemnitee); provided furtherprovided, however, thatthat (a) such Indemnitee reserves the right to agree or not to agree to pursue any such contest, if (b) Lessee shall keep such Indemnified Person Indemnitee informed of the status of the contest and consult with such Indemnitee regarding the manner in which to proceed with such contest, and (c) such Indemnitee reserves the right to agree to any compromise or settlement proposal. Notwithstanding anything to the contrary contained in this Section 21.5, such Indemnitee shall not be required by law or regulation obligated to take action pursue a contest of any claim unless (i) prior to the end of taking such 30-day period, such Indemnified Person shall, in such notice action Lessee shall have agreed to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, pay or, in the case of any other contest item (C) below, lend on an "Indemnified Personinterest-Controlled Contest")free basis, to such Indemnitee an amount equal to all out-of-pocket costs and expenses such Indemnitee actually incurs in connection with and reasonably allocable to contesting such Indemnified Person's sole discretionclaim, including, without limitation, (iA) resisting all reasonable legal, accountants’, and investigatory fees and disbursements, (B) the amount of any interest or penalty payable as a result of contesting such claim, and (C) if such contest is to be initiated by the payment thereofof, and the claiming of a refund for, Taxes, sufficient funds to make such payment (and in the event such contest is finally determined adversely, the amount of such loan shall be applied against Lessee’s obligation to indemnify such Indemnitee for the Taxes which relate to such contest), (ii) such proceedings do not paying involve any material risk or danger of the same except under protestsale, forfeiture, or loss of any Item of Equipment, or, if protest shall there is such a risk, Lessee has provided to such Indemnitee a bond in form and substance reasonably satisfactory to such Indemnitee in an amount sufficient to protect such Indemnitee from any detriment that would be necessary and propersuffered by such Indemnitee as a result Xxxxxxxxxx XX-600-2C10; MSN 10070 of such sale, forfeiture, or loss or has otherwise made provision to protect the interests of such Indemnitee in a manner reasonably acceptable to such Indemnitee, and (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; . If (vX) prior such Indemnitee shall fail to taking meet its obligations under this Section 21.5, (Y) such actionIndemnitee exercises its discretion under clause (a) of the first proviso of this Section 21.5 to not pursue a claim, or (Z) such Indemnitee exercises its discretion under clause (c) of the first proviso of this Section 21.5, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion be relieved of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists its liability for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursementsunder Section 21.1(a); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that (XX) Lessee may take no action shall not be relieved of liability under clause (X) of this Section 21.5 to the extent that Indemnitee’s failure to meet its obligations did not materially affect Lessee’s indemnification obligation hereunder, (YY) Lessee shall not be relieved of liability under clause (Y) of this Section 21.5 to the extent that Indemnitee exercised its right to not agree to pursue a contest and such contest would be reasonably likely to result in contesting a material unindemnified harm to such Indemnitee as determined in such Indemnitee’s reasonable discretion, and (ZZ) Lessee shall not be relieved of liability under clause (Z) of this Section 21.5 to the extent that Indemnitee exercised its right to not agree to any claim if Indenture Trusteecompromise or settlement proposal and such exercise was reasonable. In any case described in the immediately preceding sentence, such Indemnified Person or Owner Participant Indemnitee shall have reasonably determined promptly return any amounts previously advanced by Lessee for the payment of the Taxes which were the subject of the contest; provided, however, that in a case described in clause (Z) above, such action will result in any material danger Indemnitee shall be obligated to repay Lessee only to the extent of sale, forfeiture or loss of, or the creation excess of any Lien (except if the amounts previously advanced by Lessee shall have adequately bonded such Lien or otherwise made provision to protect over the interests amount of such Indemnified Person and Owner Participant in a manner reasonably satisfactory settlement to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablewhich Lessee did not withhold its consent.

Contests. (a) If any written claim Claim shall be made against any Indemnified Person Indemnitee -------- or if any proceeding shall be commenced against any Indemnified Person Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessee shall may have an indemnity obligation pursuant to Section 8.018.1, or if any Indemnitee shall ----------- determine that any Taxes as to which Lessee may have an indemnity obligation pursuant to Section 8.1 may be payable, such Indemnified Person Indemnitee shall promptly notify ----------- Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify writing. Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shallentitled, at the expense of Lessee (including all costsits expense, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax acting through counsel selected by Lessee and reasonably acceptable to such Indemnified Person Indemnitee, to participate in, and, to the effect extent that a reasonable basis exists for such contestLessee desires to, assume and control the defense thereof; (w) provided, --------- however, that Lessee shall have acknowledged in writing its liability obligation to ------- indemnify fully such Indemnified Person for an indemnity payment pursuant Indemnitee in respect of such action, suit or proceeding to the extent required under this Article VIII as a result VIII; and, provided, further, that Lessee ------------ ----------------- shall not be entitled to assume and control the defense of any such claim action, suit or Tax proceeding if and to the extent that (A) Lessee is not able to provide such Indemnified Person shall not prevail in the contest Indemnitee with a legal opinion of counsel reasonably acceptable to such claim or Tax, provided Indemnitee that such acknowledgment shall be of no force action, suit or effect to the extent the contest is resolved on an articulated basis that clearly proceeding does not constitute a basis for indemnification hereunder; involve (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); a risk of imposition of criminal liability or (y) any material risk of material civil liability on such Indemnified Person, Indenture Trustee Indemnitee and Owner Participant shall have reasonably determined that the action to be taken will not result in any involve a material danger risk of the sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Lien) on the Equipment, or the Trust Estate or any part thereof, unless, in the case of this clause (y), Lessee contemporaneously with such opinion shall have adequately bonded posted ---------- a bond or other security satisfactory to the relevant Indemnitee in respect to such Lien risk, (B) the control of such action, suit or otherwise made provision proceeding would involve a bona fide conflict of interest, (C) such proceeding involves Claims not fully indemnified by Lessee which Lessee and the Indemnitee have been unable to protect sever from the indemnified claim(s), (D) a Lease Default or Lease Event of Default has occurred and is continuing or (E) such action, suit or proceeding involves matters which extend beyond or are unrelated to the transactions contemplated by the Operative Documents and if determined adversely could be materially detrimental to the interests of such Indemnified PersonIndemnitee notwithstanding indemnification by Lessee. Indemnitee, Loan Participants on the one hand, and Owner Participant Lessee, on the other hand, may participate in a manner reasonably satisfactory to such Indemnified Personreasonable manner, Indenture Trustee each at its own expense and Owner Participant) on the Facility or any interest therein or with its own counsel in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be proceeding conducted by Lessee the other in accordance with the name of such Indemnified Person or Lesseeforegoing. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee mayEach Indemnitee shall, at its Lessee's expense, in the name of supply Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (information and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified documents reasonably requested by Lessee hereunder; provided, however, that as are necessary or advisable for Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payable.to

Contests. (a) If In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any written pending or threatened Claim, such Indemnitee shall, if a claim shall for indemnification in respect thereof is to be made against the Lessee, give notice thereof to the Lessee. So long as no Event of Default is continuing, the Lessee, at its own expense, may elect to assume the defense of any Indemnified Person or if any proceeding such Claim through its own counsel, which shall be commenced against any Indemnified Person subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (including a with full right of subrogation to the Indemnitee’s rights and defenses). Lessee must indicate its election to assume such defense by written notice to the Indemnitee within thirty (30) days following receipt of Indemnitee’s notice of the Claim, or in the case of a third- party claim which requires a shorter time for response then within such proceeding) for shorter period as specified in the Indemnitee’s notice of Claim; provided that such Indemnitee has given the Lessee notice thereof. If the Lessee denies liability or fails to respond to the notice within the time period set forth above, the Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any Taxes as to which of Indemnitee’s rights hereunder. If the Lessee shall have an elected to assume the defense of any such Claim, then upon the request of the Lessee, the Indemnitee requesting payment of indemnity obligation under Section 7.1(a) shall promptly furnish the Lessee with copies of any records or documents pertaining to the matter to be indemnified and, to the extent known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 8.017.1(a), such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve be subrogated to any right of Indemnitee in respect of the matter against which such indemnity has been paid. If the Lessee shall have elected to assume the defense of its obligations under this Article VIII unless any such failure precludes Lessee Claim, upon the written request at any time and from pursuing a contest time to time of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person Indemnitee shall, at the expense of the Lessee, take such reasonable actions and execute such documents as are necessary or reasonably appropriate to assist the Lessee (including all costsin the preservation and enforcement against third parties of the Lessee’s right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim and participate in the defense thereof, expenses and reasonable attorneys' and accountants' but the fees and disbursements), in good faith contest the validity, applicability or amount expenses of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest counsel shall be necessary at the expense of the Indemnitee unless the Indemnitee and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms been advised by counsel that there exists an irresolvable conflict of interest in such counsel’s representation of the Operative Documents; (u) Indemnitee and the Lessee in which case the fees and expenses of such separate counsel shall be for the account of the Lessee. All reasonable out-of-pocket fees and expenses shall be paid periodically as incurred. So long as no Lease Construction Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee mayshall not be liable for any settlement of any such Claim effected without its consent unless the Lessee shall fail to, at its expenseor elect in writing not to, assume the defense thereof in which case the Indemnitee, without waiving any rights to indemnification hereunder, may defend such Claim and enter into any good faith settlement thereof without the prior written consent of the Lessee. Lessee shall not, without the prior written consent (not to be unreasonably withheld) of the Indemnitee, effect any settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Claim. The parties agree to cooperate in any defense or settlement of any such Claim and to give each other reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently prosecution of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting claim or lawsuit against any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablethird party.

Contests. (a) If In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any written pending or threatened Claim, such Indemnitee shall, if a claim shall for indemnification in respect thereof is to be made against the Lessee, give notice thereof to the Lessee. So long as no Event of Default is continuing, the Lessee, at its own expense, may elect to assume the defense of any Indemnified Person or if any proceeding such Claim through its own counsel, which shall be commenced against any Indemnified Person subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (including a with full right of subrogation to the Indemnitee’s rights and defenses). The Lessee must indicate its election to assume such defense by written notice to the Indemnitee within forty-five (45) days following receipt of Indemnitee’s notice of the Claim, or in the case of a third-party claim which requires a shorter time for response then within such proceeding) for shorter period as specified in the Indemnitee’s notice of Claim; provided that such Indemnitee has given the Lessee notice thereof. If the Lessee denies liability or fails to respond to the notice within the time period set forth above, the Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any Taxes as to which of Indemnitee’s rights hereunder. If the Lessee shall have an elected to assume the defense of any such Claim, then upon the request of the Lessee, the Indemnitee requesting payment of indemnity obligation under Section 7.1(a) shall promptly furnish the Lessee with copies of any records or documents pertaining to the matter to be indemnified and, to the extent known by such Indemnitee, a reasonably detailed explanation of the circumstances giving rise to the claim of indemnification and the determination of the amount of the requested indemnity payment. Upon payment in full to Indemnitee of any indemnity pursuant to Section 8.017.1(a), such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve be subrogated to any right of Indemnitee in respect of the matter against which such indemnity has been paid. If the Lessee shall have elected to assume the defense of its obligations under this Article VIII unless any such failure precludes Lessee Claim, upon the written request at any time and from pursuing a contest time to time of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person Indemnitee shall, at the expense of the Lessee, take such reasonable actions and execute such documents as are necessary or reasonably appropriate to assist the Lessee (including all costsin the preservation and enforcement against third parties of the Lessee’s right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim and participate in the defense thereof, expenses and reasonable attorneys' and accountants' but the fees and disbursements), in good faith contest the validity, applicability or amount expenses of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest counsel shall be necessary at the expense of the Indemnitee unless the Indemnitee and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms been advised by counsel that there exists a conflict of interest in such counsel’s representation of the Operative Documents; (u) Indemnitee and the Lessee in which case the fees and expenses of such separate counsel shall be for the account of the Lessee. All fees and expenses shall be paid periodically as incurred. So long as no Lease Default or Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, the Lessee mayshall not be liable for any settlement of any such Claim effected without its consent unless the Lessee shall fail to, at its expenseor elect in writing not to, assume the defense thereof in which case the Indemnitee, without waiving any rights to indemnification hereunder, may defend such Claim and enter into any good faith settlement thereof without the prior written consent of the Lessee. The Lessee shall not, without the prior written consent (not to be unreasonably withheld) of the Indemnitee, effect any settlement of any such Claim unless such settlement includes an unconditional release of the Indemnitee from all liabilities that are the subject of such Claim. The parties agree to cooperate in any defense or settlement of any such Claim and to give each other reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently prosecution of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting claim or lawsuit against any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablethird party.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee shall may have an indemnity obligation pursuant to Section 8.017.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Indemnified Person Tax Indemnitee shall promptly notify the Lessee. The Lessee in writing shall be entitled, at its expense, to participate in, and, to the extent that the Lessee desires to, assume and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days after the giving of such notice to Lesseedefense thereof; provided, however, that the failure Lessee, shall have acknowledged in writing its obligation to so notify fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not relieve Lessee be entitled to assume and control the defense of its obligations under this Article VIII unless any such failure precludes Lessee from pursuing a contest of such Taxes; provided furtheraction, however, that, if such Indemnified Person suit or proceeding (but the Tax Indemnitee shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shallthen contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and to the extent that, (including all costs, expenses and A) in the reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount opinion of such Taxes byTax Indemnitee, such action, suit or proceeding (x) involves any risk of imposition of criminal liability or any material risk of civil liability in excess of $5,000,000 (unless, in the case of the risk of civil liability, the Lessee has posted a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any bond or other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and propersecurity, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person other arrangements with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable respect to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability potential liability, as is reasonably satisfactory to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of Tax Indemnitee) on such claim Tax Indemnitee or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on suit or proceeding involves the Facility federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall involve payment of be required to conduct such contest only if the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto have provided to such Indemnified Person on Tax Indemnitee an interest- free opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, its own counsel in any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be proceeding conducted by the Lessee in accordance with the name of foregoing. Each Tax Indemnitee shall, at the Lessee’s expense, supply the Lessee with such Indemnified Person information and documents in such Tax Indemnitee’s possession as are reasonably requested by the Lessee and are necessary or Lesseeadvisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of Unless an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the name of Lessee or, with the prior written consent of such Indemnified Person (the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not unreasonably be withheld), in required to contest a claim with respect to the name imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded as a result of such Indemnified Person, waiver) and (b) no Tax Indemnitee shall be required to contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant the subject matter thereof shall be of a continuing nature and shall have reasonably determined that previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee’s counsel creates substantial authority for the success of such action will result in any material danger contest. Each of sale, forfeiture or loss of, or Tax Indemnitee and the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect consult in good faith with each other regarding the interests conduct of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablecontest controlled by either.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee shall may have an indemnity obligation pursuant to Section 8.017.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Indemnified Person Tax Indemnitee shall promptly notify the Lessee. The Lessee in writing shall be entitled, at its expense, to participate in, and, to the extent that the Lessee desire to, assume and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days after the giving of such notice to Lesseedefense thereof; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged in writing its liability obligation to fully indemnify such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result Tax Indemnitee in respect of such claim action, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and to the extent such Indemnified Person shall not prevail that, (A) in the contest reasonable opinion of such claim Tax Indemnitee, such action, suit or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; proceeding (x) Lessee shall have agreed in writing to pay involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); Tax Indemnitee or (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Lien) on the Leased Property or any part thereof unless the Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility suit or proceeding involves any federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall involve payment of be required to conduct such contest only if the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto have provided to such Indemnified Person on Tax Indemnitee an interest- free opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, its own counsel in any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be proceeding conducted by the Lessee in accordance with the name of foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such Indemnified Person information and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or Lesseeadvisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of Unless an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the name of Lessee or, with the prior written consent of such Indemnified Person (the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not unreasonably be withheld), in the name of such Indemnified Person, required to contest (and control the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of), including by way of suit for refund, any Taxes which is precluded as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability result of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take waiver) and (b) no action in contesting Tax Indemnitee shall be required to contest any claim if Indenture Trustee, such Indemnified Person or Owner Participant the subject matter thereof shall be of a continuing nature and shall have reasonably determined that previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the success of such action will result in any material danger of sale, forfeiture or loss of, or contest. Each Tax Indemnitee and the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect consult in good faith with each other regarding the interests conduct of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablecontest controlled by either.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee shall may have an indemnity obligation pursuant to Section 8.017.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Indemnified Person Tax Indemnitee shall promptly notify the Lessee. The Lessee in writing shall be entitled, at its expense, to participate in, and, to the extent that the Lessee desires to, assume and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days after the giving of such notice to Lesseedefense thereof; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged in writing its liability obligation to fully indemnify such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result Tax Indemnitee in respect of such claim action if requested to do so by the Lessee, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and to the extent such Indemnified Person shall not prevail that, (A) in the contest reasonable opinion of such claim Tax Indemnitee, such action, suit or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; proceeding (x) Lessee shall have agreed in writing to pay involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); Tax Indemnitee or (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on suit or proceeding involves the Facility federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall involve payment of be required to conduct such contest only if the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto have provided to such Indemnified Person on Tax Indemnitee an interest- free opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, its own counsel in any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be proceeding conducted by the Lessee in accordance with the name of foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such Indemnified Person information and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or Lesseeadvisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of Unless an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the name of Lessee or, with the prior written consent of such Indemnified Person (the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not unreasonably be withheld), in the name of such Indemnified Person, required to contest (and control the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of), including by way of suit for refund, any Taxes which is precluded as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability result of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take waiver) and (b) no action in contesting Tax Indemnitee shall be required to contest any claim if Indenture Trustee, such Indemnified Person or Owner Participant the subject matter thereof shall be of a continuing nature and shall have reasonably determined that previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the success of such action will result in any material danger of sale, forfeiture or loss of, or contest. Each Tax Indemnitee and the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect consult in good faith with each other regarding the interests conduct of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablecontest controlled by either.

Contests. Tenant shall have the right, after at least ten (a10) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a days prior written notice of to Landlord (or such proceeding) for any Taxes shorter period as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall may be required by law or regulation at Law in order to take action prior preserve the right to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentencedo so), such Indemnified Person shall, at to contest the expense amount or validity of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), any Imposition or Law or lien by appropriate proceedings conducted in good faith contest and with due diligence, at its sole cost and expense. If Tenant has not yet made the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and properMinimum Investment, or (iii) if payment deposited into escrow under terms and conditions reasonably satisfactory to Landlord the amount by which the Minimum Investment then exceeds the Investment, then, Tenant shall be madefurnish to Landlord security reasonably satisfactory to Landlord against any claim, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; providedloss, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx liability or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII expense incurred as a result of such claim nonpayment or Tax delay therein. In the event of any such contest, if and the final determination thereof is adverse to Tenant, then Tenant shall pay fully the extent amounts involved in such Indemnified Person shall not prevail in the contest of such claim or Taxcontest, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable together with any penalties, fines, interests, costs and expenses that may have accrued thereon or that may result from any such Indemnified Person contest by Tenant, and after such payment by Tenant, Landlord will promptly return to Tenant such security as Landlord shall incur have received in connection with contesting such claim (including all costscontest, expensesunless such adverse determination results directly from or is otherwise directly related to Landlord's failure to comply with its obligations under this Lease, reasonable legal and accounting fees and disbursements); (y) or Landlord's negligence or misconduct, in which event, Landlord shall immediately after written notice of such Indemnified Person, Indenture Trustee and Owner Participant adverse determination return such deposit to Tenant. Landlord shall have reasonably determined that the action to be taken will not result join in any material danger of sale, forfeiture such proceeding if any Law now or loss of, or the creation of any Lien (except if Lessee hereafter in effect shall have adequately bonded require that such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to proceedings be pursued brought by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee and/or in the name of Landlord or any owner of the Private Parcel. Neither Landlord nor the Private Parcel shall be subjected to any liability for the payment of any costs, fees, including attorneys' fees, or expenses in connection with any such Indemnified Person proceeding (except to the extent that such adverse determination results from or Lesseeis otherwise related to Landlord's failure tocomply with its obligations under this Lease, or Landlord's negligence or misconduct). Lessee Tenant shall control the conduct (including the choice be entitled to any refund of forum) of a Lessee-Controlled Contest any such Imposition and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In additionpenalties or interest thereon, so long as no Lease Event of Default which shall have occurred and be continuingbeen paid by Tenant or paid by Landlord, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (for which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant Landlord shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablebeen fully reimbursed.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee shall may have an indemnity obligation pursuant to Section 8.017.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Indemnified Person Tax Indemnitee shall promptly notify the Lessee. The Lessee in writing shall be entitled, at its expense, to participate in, and, to the extent that the Lessee desire to, assume and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days after the giving of such notice to Lesseedefense thereof; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged in writing its liability obligation to fully indemnify such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result Tax Indemnitee in respect of such claim action, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and to the extent such Indemnified Person shall not prevail that, (A) in the contest reasonable opinion of such claim Tax Indemnitee, such action, suit or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; proceeding (x) Lessee shall have agreed in writing to pay involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); Tax Indemnitee or (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on suit or proceeding involves the Facility federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall involve payment of be required to conduct such contest only if the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto have provided to such Indemnified Person on Tax Indemnitee an interest- free opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, its own counsel in any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be proceeding conducted by the Lessee in accordance with the name of foregoing. Each Tax Indemnitee shall at the Lessee's expense supply the Lessee with such Indemnified Person information and documents in such Tax Indemnitee's possession reasonably requested by the Lessee as are necessary or Lesseeadvisable for the Lessee to participate in any action, suit or proceeding to the extent permitted by this Section 7.4. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of Unless an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and 57 be continuing, Lessee may, at its expense, in no Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the name of Lessee or, with the prior written consent of such Indemnified Person (the Lessee, which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its right to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not unreasonably be withheld), in the name of such Indemnified Person, required to contest (and control the Lessee shall not be permitted to contest) a claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such claim (and any related claim with respect to other taxable years the contest of), including by way of suit for refund, any Taxes which is precluded as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability result of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take waiver) and (b) no action in contesting Tax Indemnitee shall be required to contest any claim if Indenture Trustee, such Indemnified Person or Owner Participant the subject matter thereof shall be of a continuing nature and shall have reasonably determined that previously been decided adversely, unless there has been a change in law which in the opinion of Tax Indemnitee's counsel creates substantial authority for the success of such action will result in any material danger of sale, forfeiture or loss of, or contest. Each Tax Indemnitee and the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect consult in good faith with each other regarding the interests conduct of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablecontest controlled by either.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessee shall the Lessees may have an indemnity obligation pursuant to Section 8.01SECTION 7.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to SECTION 7.4 may be payable, such Indemnified Person Tax Indemnitee shall promptly notify Lessee ADESA. ADESA shall be entitled, at its expense, to participate in, and, to the extent that ADESA desires to, assume and control the defense thereof; PROVIDED, HOWEVER, that ADESA, shall have acknowledged in writing its and each Lessee's obligation to fully indemnify such Tax Indemnitee in respect of such action, suit or proceeding if the contest is unsuccessful; and, PROVIDED FURTHER, that ADESA shall not take be entitled to assume and control the defense of any action with respect to such claim action, suit or proceeding (but the Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee Indemnitee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shallthen contest, at the sole cost and expense of Lessee (including all costsADESA and the Lessees, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability on behalf of ADESA with representatives reasonably satisfactory to ADESA or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail that, (A) in the contest reasonable opinion of such claim Tax Indemnitee, such action, suit or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; proceeding (x) Lessee shall have agreed involves any risk of imposition of criminal liability or any material risk of civil liability in writing to pay excess of $5,000,000 on such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); Tax Indemnitee or (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Lien) on any Leased Property or any part thereof unless ADESA or a Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Lessees which ADESA and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Lessees or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on suit or proceeding involves the Facility federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest shall involve payment of relates to the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, federal or any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a state income tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture TrusteeTax Indemnitee, such Indemnified Person or Owner Participant Tax Indemnitee shall be required to conduct such contest only if ADESA shall have reasonably determined that provided to such action will result in any material danger Tax Indemnitee an opinion of sale, forfeiture or loss of, or independent tax counsel selected by the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person Tax Indemnitee and Owner Participant in a manner reasonably satisfactory to themADESA stating that a reasonable basis exists to contest such claim or (ii) on in the Facility or case of an appeal of an adverse determination of any interest therein or contest relating to any interference Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, PROVIDED, HOWEVER, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with timely payments of Rent or its own counsel in any amounts on proceeding conducted by ADESA in accordance with the Loan Certificates from time to time becoming due and payableforegoing.

Contests. Buyer or Conopco (acting for themselves or itself, or for the other Designated Buyers, Holdings, the Share Subscriber or the Sellers, as the case may be, in each such case, the “indemnified party”), shall notify the other party (acting for themselves or itself, or for the other Designated Buyers, Holdings, the Share Subscriber or the Sellers, as the case may be, in each such case, the “indemnifying party”) in writing upon receipt by the indemnified party or any of its Affiliates of notice of any proposed audit, assessment, claim or Legal Proceeding involving Taxes for which the indemnifying party would be required to indemnify the indemnified party pursuant to paragraph (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to this Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee6.9; provided, however, that the a failure to so notify Lessee shall give such notice will not relieve Lessee of its obligations affect the indemnified party’s right to indemnification under this Article VIII unless such failure precludes Lessee from pursuing Section 6.9 except to the extent that the indemnifying party has been actually prejudiced as a contest result of such Taxes; provided furtherfailure. The indemnifying party shall control any proposed Tax audit, howeverassessment, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without Legal Proceeding for which the consent of Lessee before the date such Indemnified Person shall indemnifying party would be required to take action. If requested by Lessee indemnify the indemnified party pursuant to paragraph (a) of this Section 6.9, provided that the indemnifying party has acknowledged in writing within 30 days after its liability to indemnify the giving indemnified party against the full amount of any adjustment which may be made as a result of such notice audit, assessment, claim or Legal Proceeding. With respect to a proposed Tax audit, assessment, claim or Legal Proceeding for which either Conopco or its Affiliates, on the one hand, and any of Buyer or their Affiliates, on the other hand, could be liable, (i) both Buyer and Conopco may participate in such audit, assessment, claim or Legal Proceeding (at their own expense and to the extent permitted by such earlier date referred to in the preceding sentenceApplicable Law), such Indemnified Person shalland (ii) the audit, at assessment, claim or Legal Proceeding shall be controlled by the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest party whose group has the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, larger potential Tax obligation or, in where that party cannot be determined, Buyer. In the case of any other contest (an "Indemnified Person-Controlled Contest")Tax audit, in assessment, claim or Legal Proceeding governed by this Section 6.9(c) the controlling party shall have the exclusive authority to settle or compromise such Indemnified Person's sole discretionaudit, (i) resisting payment thereofassessment, (ii) not paying the same except under protest, if protest shall be necessary and proper, claim or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedingsLegal Proceeding; provided, however, that in no event neither Buyer nor Conopco shall such Indemnified Person be required enter into any compromise Table of Contents or agree to contest the imposition of settle any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such actionaudit, Lessee shall have furnishedassessment, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant Legal Proceeding in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on that would adversely affect the Facility other party or any interest therein or in any interference with timely payments of Rent or any amount on its Affiliates without the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment written consent of the claimother party, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will may not be unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payable.

Contests. (ai) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person Each Member's Stockholder (including a written notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest")PCS, in the Lessee's sole discretionIPLLC, or, and in the case of Kerman, KCI) and their duly appointed representatives (collectively, the "MEMBER REPRESENTATIVE") shall have the authority to control any audit or examination by any taxing authority, and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other contest (an "Indemnified Personadjustment of Taxes of or relating to any liability of a Member for its Member PRE-Controlled Contest")CLOSING Periods; PROVIDED, in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, howeverHOWEVER, that in no event Member Representative shall, without the prior consent of UbiquiTel Parent, which consent shall such Indemnified Person not be required to contest the imposition unreasonably withheld, enter into any settlement of any contest or otherwise compromise any issue that would have a material adverse effect on the Tax benefits of UbiquiTel Parent or the Member for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee taxable years ending after the CLOSING DATE. UbiquiTel Parent and its duly appointed Representatives shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior exclusive authority to taking such actioncontrol any audit or examination by any taxing authority, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such initiate any claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, amend any Tax Return and contest, resolve and defend against any assessment for additional Taxes, notice of Tax deficiency or other adjustment of Taxes as of or relating to which Lessee would have an indemnity obligation pursuant to Section 8.01any liability of a Member for Taxes for any taxable year or other taxable period ending after the CLOSING DATE (a "MEMBER POST-CLOSING PERIOD"); PROVIDED, if such contest can be conducted independently HOWEVER, that (a) neither UbiquiTel Parent nor its subsidiaries nor any of their duly appointed Representatives shall, without the prior written consent of the Member Representative, enter into any settlement of any proceeding involving a tax contest or otherwise compromise any issue that adversely affects the liability of the Member's Stockholder or Stockholders for any Member PRE-CLOSING Period Taxes, and (b) neither UbiquiTel Parent nor its subsidiaries nor any of their duly appointed representatives shall, without the prior consent of the Member Representative, enter into any settlement of any contest or otherwise compromise any issue that would require payment by such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting Member Representative's Stockholder Group Indemnitors of any claim if Indenture Trustee, such Indemnified Person or Owner Participant amount under this Agreement unless UbiquiTel Parent shall have reasonably determined that waived or caused to be waived for itself and its subsidiaries any right to indemnification for Taxes from such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableMember Representative's Stockholder Group Indemnitors.

Contests. (a) If any written claim Provided that there shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice then exist no Default of such proceeding) for any Taxes as to which Lessee Tenant, Tenant shall have an indemnity obligation pursuant the right to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), appropriate legal proceedings diligently conducted in good faith contest the validity, applicability or amount of such Taxes byfaith, in the case name of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest")the Tenant, in without cost, expense, liability or damage to the Lessee's sole discretionProperty or to Landlord, or, in the case validity or application of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protestLegal Requirement and, if protest shall compliance with any of the terms of any such Legal Requirement may legally be necessary and properdelayed pending the prosecution of any such proceeding, or Tenant may delay such compliance therewith until the final determination of such proceeding (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that but in no event shall such Indemnified Person a delay or extend the Commencement Date), provided in each case that: (i) Landlord shall not be required subject to contest civil or criminal, claims, penalty or damages or to prosecution for a crime, nor shall the imposition Property or any equipment and improvements therein or any part thereof be subject to being condemned or vacated, or subject to any lien or encumbrance, by reason of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms non-compliance or otherwise by reason of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (wii) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result before the commencement of such claim or Tax if contest, Tenant shall furnish to Landlord the bond of a surety company satisfactory to Landlord, in form and substance satisfactory to Landlord and in an amount equal to one hundred percent (100%) of the extent such Indemnified Person shall not prevail in the contest cost of such claim compliance (as estimated by Landlord) and shall indemnify Landlord against the cost of such compliance and any liability resulting from or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur incurred in connection with contesting such claim contest or non-compliance (including all costswithout limitation, expenses, reasonable legal and accounting fees and disbursementsattorneys fees); (yiii) such Indemnified Person, Indenture Trustee and Owner Participant non-compliance or contest shall have reasonably determined that the action to be taken will not constitute or result in any material danger violation of sale, forfeiture any mortgage or loss ofground lease now or hereafter encumbering the Property, or the creation if any present or future holder of any Lien such mortgage or the lessor's position under any ground lease (except if Lessee a "Land Lessor") shall have adequately bonded condition such Lien non-compliance or otherwise made provision to protect contest upon the interests taking of action or furnishing of security by Landlord, such Indemnified Person, Loan Participants action shall be taken and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on security shall be furnished at the Facility or any interest therein or in any interference with timely payments expense of Rent or any amount on the Loan Certificates from time to time becoming due and payableTenant; and (ziv) Tenant shall keep Landlord regularly advised as to the status of such proceedings in good faith and shall diligently prosecute same to completion. Landlord shall be deemed subject to prosecution for a crime if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified PersonLandlord, any contest present or future holder of any such mortgage, a Land Lessor or any of their officers, directors, partners, shareholders, agents or employees, is charged with a crime of any kind whatever unless such charge is withdrawn five (5) days before such party is required to be pursued by such Indemnified Person pursuant to plead or answer thereto. This Section 14.26 shall survive the expiration or earlier termination of this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableLease.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which the Lessee shall may have an indemnity obligation pursuant to Section 8.017.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessee may have an indemnity obligation pursuant to Section 7.4 may be payable, such Indemnified Person Tax Indemnitee shall promptly notify the Lessee. The Lessee in writing shall be entitled, at its expense, to participate in, and, to the extent that the Lessee desires to, assume and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days after the giving of such notice to Lesseedefense thereof; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged in writing its liability obligation to fully indemnify such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result Tax Indemnitee in respect of such claim action if requested to do so by the Lessee, suit or proceeding if the contest is unsuccessful; and, provided further, that the Lessee shall not be entitled to assume and control the defense of any such action, suit or proceeding (but the Tax Indemnitee shall then contest, at the sole cost and expense of the Lessee, on behalf of the Lessee with representatives reasonably satisfactory to the Lessee) if and to the extent such Indemnified Person shall not prevail that, (A) in the contest reasonable opinion of such claim Tax Indemnitee, such action, suit or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; proceeding (x) Lessee shall have agreed in writing to pay involves any meaningful risk of imposition of criminal liability or any material risk of material civil liability on such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); Tax Indemnitee or (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Lien) on any Leased Property or any part thereof unless the Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Lessee which the Lessee and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Lessee or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on suit or proceeding involves the Facility federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest shall involve payment of relates to the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, federal or any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest (and control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a state income tax liability of such Indemnified Person Tax Indemnitee, such Tax Indemnitee shall be required to conduct such contest only if the Lessee shall have provided to such Tax Indemnitee an opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not indemnified by Lessee hereunder; to be successful, provided, however, that Lessee such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may take no action participate in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result a reasonable manner at its own expense and with its own counsel in any material danger of sale, forfeiture or loss of, or proceeding conducted by the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect in accordance with the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableforegoing.

Contests. (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Lessee Tenant shall have an indemnity obligation pursuant the right to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), appropriate legal proceedings diligently conducted in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expensefaith, in the name of Lessee orthe Tenant, or Landlord (if legally required), or both (if legally required), without cost, expense, liability or damage to Landlord, the validity or application of any Legal Requirement and, if compliance with any of the consent terms of any such Legal Requirement may legally be delayed pending the prosecution of any such proceeding, Tenant may delay such compliance therewith until the final determination of such Indemnified Person proceeding. In addition to, and not in limitation of, the provisions of Section 10.01 of the Lease, Tenant shall not (i) generate, store, dispose of, dump, flush or in any way introduce Hazardous Substances into the septic, sewer and other waste disposal system serving the Premises, or (ii) generate, store or dispose of such Hazardous Substances in, on or under the Premises or the Land, except in accordance with all applicable laws. Tenant shall notify Landlord of any incident which consent will not unreasonably be withheldwould require the filing of notice or notification pursuant to any Legal Requirements as now existing or hereinafter enacted. If, at any time during the Lease Term, Landlord shall believe that any Hazardous Substances have been so generated, stored, or disposed of by Tenant, upon demand by Landlord (or in the event of any such generation, storage or disposal of which Tenant has knowledge without demand by Landlord), Tenant, at its sole expense, shall cause a hazardous waste site assessment, so-called, to be made forthwith of the Premises and the Land (including, without limitation, the subsurfaces of the same) likely to have been affected by any such generation, storage, disposal or incident. If such hazardous waste site assessment indicates the existence of hazardous substances on the surface or in the name subsurface soils of any of the Premises or the Land, Tenant shall thereupon forthwith take all steps necessary to remove any and all Hazardous Substances and the soils containing same, and such further steps as shall be necessary to remedy the effects of such Indemnified PersonHazardous Substances. Tenant shall make available to Landlord all reports and statements produced, contest (and control the contest of), including by way of suit for refund, any Taxes as information required to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss ofmaintained, or obtained by Tenant with respect to any such Hazardous Substances. Any such site assessment shall be of an investigatory scope acceptable to Landlord. The obligations of Tenant hereunder shall survive the creation termination of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablethis Lease.

Contests. (ai) If any written claim shall be is made against any an Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) with respect to Taxes for any Taxes as to which Lessee shall could have an indemnity obligation pursuant to Section 8.01hereunder, such Indemnified Person shall promptly notify Lessee in writing of such claim, and shall contest in good faith (including consultations in-good faith with Lessee and Lessee's counsel) with the appropriate public authority and by appropriate legal proceedings in the name of the relevant Indemnified Person, and shall not take any action with respect to such claim or Tax settle without the prior written consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take the amount or validity of any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested Taxes payable by Lessee in writing within 30 days after under the giving terms of such notice this Agreement, provided that (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (tA) Lessee shall have made all payments than payable under requested that such Indemnified Person pursue such contest, (B) if such contest requires the terms payment of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such actionclaim, Lessee shall have furnished, if requested by such Indemnified Person, paid the amount required directly to the appropriate taxing authority or made an advance of the amount thereof to such Indemnified Person with on an interest-free basis and net of any additional tax cost (after taking into account any tax benefits) to such Indemnified Person resulting from such advance, (C) if Lessee requests that an Indemnified Person pursue a contest that necessarily involves net income taxes, Lessee shall have provided an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel counsel, selected by Lessee and reasonably acceptable to such Indemnified Person Lessor, to the effect that a there is a. reasonable basis exists for pursuing such contest; , (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (yD) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will contest would not result in any a material danger risk of saleforfeiture of the relevant Aircraft, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (zE) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default with respect to the applicable Aircraft shall have occurred and be continuing, Lessee may, at its expenseunless, in the case of (D) and (E), Lessee shall have provided security that, in the reasonable discretion of all Indemnified Persons, is sufficient to protect the Aircraft and Lessee's obligations hereunder without recourse to any other assets; and provided further, that Lessee shall pay for all costs, expenses and liabilities incurred in connection with any such contest to the extent such costs, expenses and liabilities relate to a Tax that Lessee shall have requested be contested in accordance with this Section 11(d). The Indemnified Person conducting such contest shall keep Lessee and its counsel informed of the progress and status of such contest. Alternatively, if (1) such contest involves (or could legally involve) only Taxes (other than net income Taxes) for which Lessee could have an indemnity obligation hereunder and (2) for which Lessee would be legally permitted to conduct such contest in its own name under the law of the applicable taxing jurisdiction, Lessee orshall be permitted to contest the claim, with subject to the consent conditions set forth in clauses (A), (B), (C), (D) and (E) above, and to control the contest of such claim, including the choice of forum, provided that (y) Lessee shall notify and advise such Indemnified Person of the progress and status of such contest and shall consider in good faith the recommendations of such Indemnified Person (which consent will not unreasonably be withheld), with respect to any such contest undertaken in the name of such Indemnified Person's name, contest and (z) such Indemnified Person agrees to provide Lessee with the authorizations needed by Lessee to pursue such contest, and control shall provide Lessee with all information in the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability possession of such Indemnified Person that is not indemnified reasonably requested by Lessee hereunderfor the pursuit of such contest. Notwithstanding the foregoing, Lessee shall be permitted to contest a Tax in the name of an Indemnified Party if (i) all the other conditions except clause (2) of the preceding sentence are met, (ii) the contest in question involves an Aircraft subject to a Permitted Sublease entered into after the date hereof under the terms of which Lessee has allowed the sublessee, as indemnitor under such sublease, to contest the indemnified Tax in Lessee's name and (iii) Lessee, as a general matter in leasing transactions it has entered into after the date hereof in which Lessee is the lessor, has granted similar rights to lessees in such transactions. Notwithstanding the foregoing provisions of this paragraph (i), an Indemnified Person may forego its obligation to contest a claim for Taxes if it notifies Lessee in writing that it waives its rights under this Section 11 with respect to such claim and any claim based on the outcome of such claim. A Permitted Sublessee shall be permitted to exercise Lessee's rights and obligations under this Section 11(d) with respect to a contest; provided that Lessee shall have notified Lessor in writing of its intention to have a Permitted Sublessee exercise such rights and obligations prior to the time that any action is taken by such Permitted Sublessee with respect to such contest; and provided, howeverfurther, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableat all times remain liable for its obligations under this Section 11.

Contests. (a) If any written claim shall be made against any Indemnified Person Tax Indemnitee or if any proceeding shall be commenced against any Indemnified Person Tax Indemnitee (including a written notice of such proceeding) for any Taxes as to which Lessee shall the Lessees may have an indemnity obligation pursuant to Section 8.017.4, or if any Tax Indemnitee shall determine that any Taxes as to which the Lessees may have an indemnity obligation pursuant to Section 7.4 may be payable, such Indemnified Person Tax Indemnitee shall promptly notify Borders. The related Guarantor and/or the related Lessee in writing shall be entitled, at its expense, to participate in, and, to the extent that such Guarantor or such Lessee desires to, assume and shall not take any action with respect to such claim or Tax without control the consent of Lessee for 30 days after the giving of such notice to Lesseedefense thereof; provided, however, that the failure Guarantors and the Lessees, shall have acknowledged in writing their obligation to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless fully indemnify such failure precludes Lessee from pursuing a contest Tax Indemnitee in respect of such Taxesaction, suit or proceeding if the contest is unsuccessful; and, provided further, however, that, if such Indemnified Person that neither any Guarantor nor any Lessee shall be required by law entitled to assume and control the defense of any such action, suit or regulation to take action prior to proceeding (but the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person Tax Indemnitee shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shallthen contest, at the sole cost and expense of Lessee (including all coststhe Guarantors and the Lessees, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms on behalf of the Operative Documents; (uGuarantors and the Lessees with representatives reasonably satisfactory to Borders) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail that, (A) in the contest reasonable opinion of such claim Tax Indemnitee, such action, suit or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; proceeding (x) Lessee shall have agreed involves any risk of imposition of criminal liability or any material risk of civil liability in writing to pay excess of $1,000,000 on such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); Tax Indemnitee or (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that will involve a material risk of the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if other than a Permitted Lien) on any Leased Property or any part thereof unless a Guarantor or a Lessee shall have adequately bonded posted a bond or other security satisfactory to the relevant Tax Indemnitees in respect to such Lien risk, (B) such proceeding involves Claims not fully indemnified by the Guarantors and the Lessees which the Guarantors, the Lessees and the Tax Indemnitee have been unable to sever from the indemnified claim(s), (C) an Event of Default has occurred and is continuing, (D) such action, suit or otherwise made provision proceeding involves matters which extend beyond or are unrelated to protect the Transaction and if determined adversely could be materially detrimental to the interests of such Indemnified PersonTax Indemnitee notwithstanding indemnification by the Guarantors and the Lessees or (E) such action, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on suit or proceeding involves the Facility federal or any interest therein or in state income tax liability of the Tax Indemnitee. With respect to any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and contests controlled by a Tax Indemnitee, (zi) if such contest relates to the federal or any state income tax liability of such Tax Indemnitee, such Tax Indemnitee shall involve payment of the claim, Lessee be required to conduct such contest only if Borders shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto have provided to such Indemnified Person on Tax Indemnitee an interest- free opinion of independent tax counsel selected by the Tax Indemnitee and reasonably satisfactory to Borders stating that a reasonable basis exists to contest such claim or (ii) in the case of an appeal of an adverse determination of any contest relating to any Taxes, an opinion of such counsel to the effect that such appeal is more likely than not to be successful, provided, however, such Tax Indemnitee shall in no event be required to appeal an adverse determination to the United States Supreme Court. The Tax Indemnitee may participate in a reasonable manner at its own expense and with no additional net after-tax cost to its own counsel in any proceeding conducted by any Guarantor or any Lessee in accordance with the foregoing. Each Tax Indemnitee shall, at Guarantor's and the Lessees' expense, supply the related Guarantor or Lessee with such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued information and documents in such Tax Indemnitee's possession as are reasonably requested by such Indemnified Person pursuant Guarantor or Lessee and are necessary or advisable for such Guarantor or Lessee to participate in any action, suit or proceeding to the extent permitted by this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or LesseeSection 7.4. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of Unless an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee mayno Tax Indemnitee shall enter into any settlement or other compromise with respect to any Claim which is entitled to be indemnified under this Section 7.4 without the prior written consent of Borders, at which consent shall not be unreasonably withheld, unless such Tax Indemnitee waives its expenseright to be indemnified under this Section 7.4 with respect to such Claim. Notwithstanding anything contained herein to the contrary, (a) a Tax Indemnitee will not be required to contest a Claim with respect to the imposition of any Tax if such Tax Indemnitee shall waive its right to indemnification under this Section 7.4 with respect to such Claim (and any related Claim with respect to other taxable years the contest of which is precluded as a result of such waiver) and (b) no Tax Indemnitee shall be required to contest any Claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely, unless there has been a change in law which in the name opinion of Lessee or, with Tax Indemnitee's counsel creates substantial authority for the consent success of such Indemnified Person (which consent will not unreasonably be withheld), contest. Each Tax Indemnitee and Borders shall consult in good faith with each other regarding the name conduct of such Indemnified Person, contest (and control the contest of), including controlled by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableeither.

Contests. (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01After the Closing Date, such Indemnified Person the Buyer shall promptly notify Lessee the Representative of the receipt of any written notice by the Company, the Buyer or any of the Buyer’s affiliates which involves the assertion of any claim, or the commencement of any Action, in writing and shall not take any action with respect of which an indemnity may be sought by the Buyer pursuant to such claim or Article 8 (a “Tax without the consent of Lessee for 30 days after the giving of such notice to LesseeClaim”); provided, however, that the failure to so notify Lessee comply with this provision shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided furtheraffect the Buyer’s right to indemnification hereunder, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee Sellers shall have agreed been materially prejudiced by such failure. The Representative shall be entitled (at the Sellers’ expense) to participate and, at its option, take control of the defense of any pending or threatened Tax Claim, in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur whole or in connection with contesting such claim part (including any resulting litigation), and to employ counsel of its choice at its expense. If the Representative elects to assume the defense of a Tax Claim, the Representative shall keep the Buyer reasonably informed of all costsmaterial developments relating to such Tax Claim, expenses, reasonable legal and accounting fees shall allow the Buyer sufficient notice and disbursements); opportunity to participate in the Tax Claim to the extent of any claims for Taxes for which the Buyer (yor the Company or any Subsidiary) such Indemnified Person, Indenture Trustee and Owner Participant may be liable. Neither the Buyer nor the Representative shall have reasonably determined that the action settle or compromise (or cause to be taken will settled or compromised) a matter involving a claim for Taxes for which the other party may be liable under this Agreement without the prior written consent of such other party, which consent shall not result in any material danger of salebe unreasonably delayed, forfeiture conditioned or loss ofwithheld, unless the Buyer or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect Representative, as the interests of such Indemnified Personcase may be, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on waives the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required right to be pursued by such Indemnified Person indemnified for the issue being conceded or settled. To the extent the Representative elects to control a Tax Claim pursuant to this Article VIII Section 7.2, the Representative shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee may, at its expense, in the name of Lessee or, with the consent of such Indemnified Person (which consent will not unreasonably be withheld), in the name of such Indemnified Person, contest use (and shall cause the Sellers and their affiliates to use) its commercially reasonable efforts to separate from any such Tax Claim any item in respect of which an indemnity is not sought by the Buyer pursuant to Article 8, and to permit, to the greatest extent possible, the Buyer to control the contest of), including by way of suit for refund, any Taxes as to which Lessee would have an indemnity obligation pursuant to Section 8.01, if such contest can be conducted independently of any proceeding involving a tax liability of such Indemnified Person that is not indemnified by Lessee hereunder; provided, however, that Lessee may take no action in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payableitem.

Contests. (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Lessee shall have an indemnity obligation pursuant to Section 8.01, such Indemnified Person shall promptly notify Lessee in writing and shall not take any action with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in In the case of a contest involving only Taxes an audit or administrative or judicial proceeding that relates to periods ending on or before the Closing Date or for which Lessee is liable (a "Lessee-Controlled Contest")Buyer may seek indemnity from Seller, in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee Seller shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, Lessee mayright, at its expense, to participate in and control the name conduct of Lessee orsuch audit or proceeding but only to the extent that such audit or proceeding relates to a potential adjustment for which Seller has acknowledged liability to Buyer under this Agreement. Seller shall keep Buyer fully informed of the progress of any such audit or proceeding, and Buyer may also participate in any such audit or proceeding at its expense. Notwithstanding the foregoing, Seller may not pay, discharge, settle, compromise or otherwise dispose of any audit or proceeding with respect to the Company Group without the prior written consent of such Indemnified Person Buyer (which consent will shall not be unreasonably withheld or delayed); provided that no Buyer consent shall be withheld), required to settle or otherwise dispose of the Sales and Use Tax Audits in the name event that Buyer and the Company Group are not financially liable and no wrongdoing on behalf of Buyer or the Company Group is admitted in connection with such Indemnified Personsettlement or disposition. If Seller does not assume the defense of any such audit or proceeding promptly, contest Buyer may defend and settle the same (for Seller’s account and control at Seller’s expense) in such reasonable manner as it may deem appropriate. In the contest of), including by way of suit for refund, any Taxes event that a potential adjustment as to which Lessee Seller would be liable is present in the same proceeding as another potential adjustment for which Buyer would be liable, Buyer shall have the right, at its expense, to control such audit or proceeding. With respect to a potential adjustment for which both Seller, on the one hand, and Buyer or the Company Group, on the other hand, could be liable, or which involves an indemnity obligation pursuant to Section 8.01issue that recurs or affects related tax items for any period ending after the Closing Date (whether or not the subject of audit as such time), if such contest can (i) both Buyer and Seller may participate in the audit or proceeding, each at its own expense, and (ii) the audit or proceeding shall be conducted independently controlled by Buyer. Notwithstanding the foregoing, Buyer may not pay, discharge, settle, compromise or otherwise dispose of any audit or proceeding involving with respect to a tax liability potential adjustment for which Seller could be liable without the prior written consent of such Indemnified Person Seller (which consent shall not be unreasonable withheld or delayed); provided that no Seller consent shall be required in the event that Seller is not indemnified by Lessee hereunder; providedfinancially liable and no wrongdoing on behalf of Seller is admitted. In the event of a conflict between a provision in this Section 8.04(f) and a provision in Section 9.07, however, that Lessee may take no action the provision in contesting any claim if Indenture Trustee, such Indemnified Person or Owner Participant this Section 8.04(f) shall have reasonably determined that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person and Owner Participant in a manner reasonably satisfactory to them) on the Facility or any interest therein or any interference with timely payments of Rent or any amounts on the Loan Certificates from time to time becoming due and payablecontrol.

Contests. (a) If any written claim shall be made against any Indemnified Person or if any proceeding shall be commenced against any Indemnified Person (including a written notice Subject to the rights of such proceeding) for any Taxes as insurers under policies of insurance maintained pursuant to which Section 13 of the Lease, the Lessee shall have an indemnity obligation pursuant the right, at its sole cost and expense, to investigate, and the right in its sole discretion to defend or contest by appropriate proceedings or compromise, any Claim for which indemnification is sought under this Section 8.0112.1, such Indemnified Person and the Indemnitee shall promptly notify cooperate, at the Lessee's expense, with all reasonable requests of the Lessee in writing and connection therewith, provided that the Lessee shall not take have the right without the consent of the Indemnitee to defend, contest or compromise any action claim with respect to such claim or Tax without the consent of Lessee for 30 days after the giving of such notice to Lessee; provided, however, that the failure to so notify Lessee shall not relieve Lessee of its obligations under this Article VIII unless such failure precludes Lessee from pursuing a contest of such Taxes; provided further, however, that, if such Indemnified Person shall be required by law or regulation to take action prior to the end of such 30-day period, such Indemnified Person shall, in such notice to Lessee, so inform Lessee, and such Indemnified Person shall not take any action with respect to such claim or Tax without the consent of Lessee before the date such Indemnified Person shall be required to take action. If requested by Lessee in writing within 30 days after the giving of such notice (or by such earlier date referred to in the preceding sentence), such Indemnified Person shall, at the expense of Lessee (including all costs, expenses and reasonable attorneys' and accountants' fees and disbursements), in good faith contest the validity, applicability or amount of such Taxes by, in the case of a contest involving only Taxes for which Lessee is liable (a "Lessee-Controlled Contest"), in the Lessee's sole discretion, or, in the case of any other contest (an "Indemnified Person-Controlled Contest"), in such Indemnified Person's sole discretion, Indemnitee (i) resisting payment thereof, (ii) not paying the same except under protest, if protest shall be necessary and proper, or (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings; provided, however, that in no event shall such Indemnified Person be required to contest the imposition of any Tax for which Lessee is obligated pursuant to this Article VIII unless (t) Lessee shall have made all payments than payable under the terms of the Operative Documents; (u) no Lease Event of Default shall have occurred and be continuing; (v) prior to taking such action, Lessee shall have furnished, if requested by such Indemnified Person, such Indemnified Person with an opinion of Xxxxx Xxxxxxxxxx or other independent tax counsel selected by Lessee and reasonably acceptable to such Indemnified Person to the effect that a reasonable basis exists for such contest; (w) Lessee shall have acknowledged its liability to such Indemnified Person for an indemnity payment pursuant to this Article VIII as a result of such claim or Tax if and to the extent such Indemnified Person shall not prevail in the contest of such claim or Tax, provided that such acknowledgment shall be of no force or effect to the extent the contest is resolved on an articulated basis that clearly does not constitute a basis for indemnification hereunder; (x) Lessee shall have agreed in writing to pay such Indemnified Person all reasonable costs and expenses that such Indemnified Person shall incur in connection with contesting such claim (including all costs, expenses, reasonable legal and accounting fees and disbursements); (y) such Indemnified Person, Indenture Trustee and Owner Participant shall have reasonably determined that the action to be taken will not result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded such Lien or otherwise made provision to protect the interests of such Indemnified Person, Loan Participants and Owner Participant in a manner reasonably satisfactory to such Indemnified Person, Indenture Trustee and Owner Participant) on the Facility or any interest therein or in any interference with timely payments of Rent or any amount on the Loan Certificates from time to time becoming due and payable; and (z) if such contest shall involve payment of the claim, Lessee shall advance the amount thereof plus interest, penalties and additions to tax with respect thereto to such Indemnified Person on an interest- free basis and with no additional net after-tax cost to such Indemnified Person. In the sole discretion of an Indemnified Person, any contest required to be pursued by such Indemnified Person pursuant to this Article VIII shall be conducted by Lessee in the name of such Indemnified Person or Lessee. Lessee shall control the conduct (including the choice of forum) of a Lessee-Controlled Contest and the relevant Indemnified Person shall control the conduct (including the choice of forum) of an Indemnified Person-Controlled Contest. In addition, so long as no Lease Event of Default shall have occurred and be continuing, (ii) if such proceeding involves any material danger of the sale, forfeiture or loss of the Undivided Interest, or (iii) if such Claim involves a realistic possibility of criminal sanctions or criminal liability to such Indemnitee, in which event the Indemnitee shall be entitled to control and assume responsibility for the defense of such Claim at the expense of the Lessee. The Lessee maywill not be required to acknowledge liability as a condition to exercising its contest rights hereunder unless the Lessee assumes control of such contest. With respect to any Claim, at its expenseliability for which the Lessee shall have acknowledged to the relevant Indemnitee in writing, in the name event that in the course of the investigation or defense of such Claim, the Lessee orshall in good faith reasonably determine that it is not liable for indemnification with respect thereto, it may give notice to the applicable Indemnitee of such fact; and, in such case, any acknowledgment therefore made by the Lessee of its liability with respect to such Claim shall be deemed revoked, and the Lessee may thereupon cease to defend such Claim, provided that (i) it shall have given the Indemnitee reasonable prior notice of its intention to renounce such acknowledgment, (ii) the Lessee's conduct regarding the defense of such Claim or any decision to withdraw from such defense shall not materially prejudice or have materially prejudiced the Indemnitee's ability to contest such Claim (taking into account, among other things, the time of the Lessee's withdrawal and the theory or theories upon which the Lessee shall have based its defense), and (iii) the Lessee shall have given such Indemnitee all materials, documents and records relating to its defense of such Claim as such Indemnitee shall have reasonably requested in connection with the consent assumption by such Indemnitee of the defense of such Indemnified Person (which consent will not unreasonably be withheld)Claim at the cost and expense of such Indemnitee unless it is determined that the Lessee is required to indemnify such Indemnitee for such Claim, in which case at the name cost and expense of the Lessee. In the event that the Lessee shall cease to defend any Claim pursuant to the preceding sentence, the Lessee shall indemnify each Indemnitee to the extent that the actions of the Lessee in defending such Claim or the manner or time of the Lessee's election to withdraw from the defense of such Indemnified PersonClaim shall have caused such Indemnitee to incur any loss, contest (and control cost, liability or expense which such Indemnitee might not have incurred had the contest of), including by way of suit for refund, any Taxes as Lessee not ceased to which Lessee would have an indemnity obligation pursuant to Section 8.01, if defend such contest can be conducted independently of any proceeding involving a tax liability of Claim in such Indemnified Person that is not indemnified by Lessee hereundermanner or such time; provided, however, that the Lessee may take no action in contesting any claim if Indenture Trustee, shall not be required to indemnify such Indemnified Person or Owner Participant shall have reasonably determined Indemnitee to the extent that such action will result in any material danger of sale, forfeiture or loss of, or the creation of any Lien (except if Lessee shall have adequately bonded proven (in a judicial proceeding or otherwise) that neither its manner of defending such Lien Claim nor the manner of time of its withdrawal from the defense of such Claim caused such loss, cost, liability or expense. The Lessee will provide the Indemnitee with such information not within the control of such Indemnitee, as is in the Lessee's control or is reasonably available to the Lessee, which such Indemnitee may reasonably request and shall otherwise cooperate with such Indemnitee so as to enable such Indemnitee to investigate or defend any Claim. The Lessee shall keep the Indemnitee which is the subject of such proceeding fully apprised of the status of such proceeding and shall provide such Indemnitee with all information with respect to such proceeding as such Indemnitee shall reasonably request. In the event an Indemnitee has assumed control of any such proceeding, it shall keep the Lessee fully apprised of the status of such proceeding and shall provide the Lessee with all information, including the receipt of all settlement offers, with respect to such proceeding as such Indemnitee shall reasonably request. Where the Lessee or the insurers under a policy of insurance maintained by the Lessee undertake the defense of an Indemnitee with respect to a Claim, no additional legal fees or expenses of such Indemnitee in connection with the defense of such claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers; provided that, if (i) in the written opinion of counsel to such Indemnitee an actual or potential material conflict of interest exists where it is advisable for such Indemnitee to be represented by separate counsel or (ii) such Indemnitee has been indicted or otherwise made provision charged in a criminal complaint in connection with a Claim not excluded by Section 12.1(a) and such Indemnitee informs the Lessee that such Indemnitee desires to protect be represented by separate counsel, the interests reasonable fees and expenses of such Indemnified Person separate counsel shall be borne by the Lessee. Subject to the requirements of any policy of insurance, an Indemnitee may participate at its own expense in any judicial proceeding controlled by the Lessee pursuant to the preceding provisions and Owner Participant such participation shall not constitute a waiver of the right to receive the indemnification provided in this Section 12.1. Notwithstanding anything to the contrary contained herein, except as otherwise provided in the following sentence, during the continuance of a manner reasonably satisfactory Lease Event of Default, the Lessee shall not compromise any Claim without the consent of the applicable Indemnitee unless such Claim is simultaneously discharged, such consent not to them) on be unreasonably withheld. Notwithstanding anything to the Facility contrary contained in this Section 12.1, to the extent the defense or settlement of any interest therein Claim in respect of which an Indemnitee is entitled to indemnification hereunder is governed by the terms of the Operating Agreement, such defense or any interference settlement shall be governed by the Operating Agreement; provided, that the defense or settlement of such Claim in accordance with timely payments of Rent or any amounts on the Loan Certificates from time Operating Agreement shall not limit the Lessee's obligations to time becoming due and payableindemnify such Claim pursuant to this Section 12.1.