Common use of General Tax Indemnity -- Contests Clause in Contracts

General Tax Indemnity -- Contests. At Lessee's request Lessee shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which Lessee is obligated pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemnitee's right to indemnity under this Section 7(b) except to the extent such failure has a materially adverse effect on the ability to contest such claim). If the Tax cannot be contested in a Lessee Controlled Contest, upon request from Lessee within thirty (30) days after receipt of such notice, such Tax Indemnitee shall in good faith at Lessee's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee and Lessee's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Tax Indemnitee be required, or Lessee be permitted, to contest the imposition of any Tax for which Lessee is obligated pursuant to this Section 7(b) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lessee's performance of its obligations under this Section 7(b)), (X) Lessee shall have agreed to pay to such Tax Indemnitee on demand all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lessee, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lessee, such Tax Indemnitee shall pay Lessee an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Section 7(b) in respect of such claim and any other claim, the contest of which would be adversely affected.

General Tax Indemnity -- Contests. At Lesseethe Owner's request Lessee request, the Owner shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Owner Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lesseethe Owner. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee the Owner promptly of such claim (it being EXHIBIT K-4 understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemnitee's right to indemnity under this Section 7(b) except to the extent such failure has a materially adverse effect on the ability to contest such claim). If the Tax cannot be contested in a Lessee Owner Controlled Contest, upon request from Lessee the Owner within thirty (30) days after receipt of such notice, such Tax Indemnitee shall in good faith at Lesseethe Owner's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee the Owner and Lesseethe Owner's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Tax Indemnitee may select in its sole discretion after considering in good faith Lesseethe Owner's and Lesseethe Owner's counsel recommendation the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee the Owner may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Tax Indemnitee be required, or Lessee the Owner be permitted, to contest the imposition of any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee the Owner shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lesseethe Owner's performance of its obligations under this Section 7(b)), (X) Lessee the Owner shall have agreed to pay to such Tax Indemnitee on demand all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee the Owner shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee the Owner shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lesseethe Owner, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee the Owner under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lesseethe Owner, such Tax Indemnitee shall pay Lessee the Owner an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or EXHIBIT K-5 minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee the Owner to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee the Owner of any amount that might otherwise be payable by Lessee the Owner under this Section 7(b) in respect of such claim and any other claim, the contest of which would be adversely affected.

General Tax Indemnity -- Contests. At Lessee's request Lessee shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which the Lessee is obligated pursuant to this Section 7(bsection 13 (b), such Tax Indemnitee shall notify the Lessee promptly of such claim (it being understood and agreed that but the failure so to provide such notice notify the Lessee shall not adversely affect or otherwise prejudice any Tax Indemnitee's right obligation. of the Lessee pursuant to indemnity under this Section 7(b) except to the extent such failure has a materially adverse effect on the ability to contest such claimsection 13(b). If the Tax cannot be contested Lessee shall- reasonably request in a Lessee Controlled Contest, upon request from Lessee writing within thirty (30) 30 days after receipt of such notice, such Tax Indemnitee shall in good faith and at the Lessee's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee and Lessee's counsel concerning the forum in which the adjustment is most likely to be favorably resolvedTaxes; provided, however, that such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation select the forum for such contest and determine whether any such contest 6091.100.2898.27:1 shall be by (A) resisting payment of such TaxTaxes, (B) paying such Tax Taxes under protest or (C) paying such Tax Taxes and seeking a refund or other repayment thereof. Except as otherwise ; provided further, however, that (W) such Indemnitee shall not be obligated to contest any claim in clause which the amount in question is less than $250,000, (ZX) belowat such Indemnitee's option, during such contest shall be conducted by the pendency Lessee in the name of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax such Indemnitee (subject to the extent provided by applicable law. In preceding proviso) and (V) in no event shall such Tax Indemnitee be required, required or the Lessee be permitted, permitted to contest the imposition of any Tax Taxes for which the Lessee is obligated pursuant to this Section 7(b13(b) unless (Wu) no Event of Default shall have occurred and be continuing (unless the Lessee shall have provided security reasonably satisfactory acknowledged its liability to such Indemnitee for an indemnity payment pursuant and to the extent such Indemnitee or the Lessee, as the case may be, shall not prevail in the contest of such claim; (v) such Indemnitee shall have received from the Lessee (i) satisfactory indemnity for any liability, expense or loss arising out of or relating to such contest including, but not limited to, (A) all reasonable legal, accountants' and investigatory fees and disbursements, (B) the amount of any interest, additions to tax or penalties that may be payable as a result of contesting such claim and (C) if such contest is to be initiated by the payment of, and the claiming of a refund for such Tax, sufficient funds to make such payment on an After Tax Basis and (ii) an opinion of independent tax counsel selected by the Lessee and approved by such Indemnitee securing (which approval shall not be unreasonably withheld) and furnished at the Lessee's performance sole expense to the effect that a Reasonable Basis exists for contesting such claim or, in the event of its obligations under this Section 7(b))an appeal, that there exists a substantial possibility that an appellate court or an administrative agency with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination that the Lessee desires to contest; (Xw) the Lessee shall have agreed to pay to such Tax Indemnitee on demand demand, and on an After Tax Basis, all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all costs, expenses, losses, reasonable legal and accounting 6091.100.2898.27:1 fees, disbursements, penalties, interest and additions to tax), (Yx) such Indemnitee shall have reasonably determined that the action to be taken will not result in a material risk any danger of sale, forfeiture or loss of, or the creation of any Lien on, (except if the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee shall have provided adequately bonded such Tax Lien or otherwise made provision to protect the interests of such Indemnitee security against such risk in form and amount reasonably acceptable a manner satisfactory to such Tax Indemnitee) on, Xxxx 0, any part thereof, the Undivided Interest, the Real Property Interest, or any interest in any of the foregoing; and (Zy) if such contest shall be conducted in a manner requiring the payment of the claim, the Lessee shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lessee, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b)required. The term "after-tax basis" for purposes Lessee agrees to give such Indemnitee reasonable notice of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax contest Indemnitee shall obtain a refund of all or any part of any Tax Taxes paid by the Lessee, or if any such Tax refund would be payable to the Indemnitee in the absence of an offsetting liability for Taxes payable to the taxing authority in question, such Indemnitee shall pay the Lessee, but not before the Lessee shall have made all payments theretofore due to such Indemnitee pursuant to this Section 13(b), an amount equal to the lesser of (xx) the amount of such refundrefund so received or receivable, including interest received or receivable and attributable thereto, plus any net permanent tax benefit (or minus any net tax detriment) realized by such Indemnitee (determined in a manner consistent with the definition of After Tax Indemnitee Basis set forth in Appendix A and with the last sentence of Section 13 (b) (6) hereof) as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentencesentence (but only to the extent that such net permanent tax benefit was not taken into account pursuant to Section 13(b)(3)), and after taking into account the tax consequences of the receipt of such refund and such interest) or (yy) such tax payment by the Lessee to such Indemnitee plus any other payment by the Lessee to such Indemnitee theretofore made pursuant to this Section 13(b), in either case, net of any expenses not already paid or incurred by the Lessee; provided, however, that in computing any net permanent tax benefit, such Indemnitee shall be deemed first to have utilized all deductions and credits available to it otherwise than by reason of any payment by the Lessee pursuant to this Section 13(b); provided, further, however, that notwithstanding the provisions of this clause C4), such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this clause (4) if at the time such payment shall be due a Default or an Event of Default shall have occurred and be continuing under the Facility Lease. An Indemnitee shall not be required to make any payment pursuant to this clause (4) before such time as the Lessee shall have made all payments and indemnities then due under the Transaction Documents to such Indemnitee. Notwithstanding anything contained in this clause (4) to the contrary, no 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 pursuant to the contest provisions of this clause (4) unless there shall have been a change in the law (in6luding, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided, and such Indemnitee shall have received an opinion of independent tax counsel selected by the Lessee and approved by such Indemnitee (which approval shall not be unreasonably withheld) and furnished at the Lessee's sole expense to the effect that such change provides a Reasonable Basis for the position which such Indemnitee and the Lessee, as the case may be, had asserted in such previous contest or for an alternative position based upon such change that the Lessee now desires to assert. Nothing contained in this Section 7(b)(iv13(b) shall require any Tax Indemnitee to contest, contest or permit the Lessee to contest, contest a claim which such Tax Indemnitee it would otherwise be required to contest pursuant to this Section 7(b)(iv), 13(b) if such Tax Indemnitee shall waive payment by the Lessee of any amount that might otherwise be payable by the Lessee under this Section 7(b13(b) by way of indemnity in respect of such claim and any other claim. If the Lessee does not request that a Tax be contested pursuant to this paragraph (5), the contest of which would be adversely affectedLessee shall 27:1 pay the Indemnitee therefor unless such Tax was not included in the indemnification under Section 13(b) (1) or was excluded by Section 13 (b) (2).

General Tax Indemnity -- Contests. At With respect to any Tax Indemnitee that is Lessor or any Affiliate thereof (a “Lessor Tax Indemnitee”) at Lessee's ’s written request and with the written consent of Lessor, Lessee shall be entitled to contest any claim with respect to any Tax imposed on such Lessor Tax Indemnitee other than an Income Tax either in Lessee’s name or in the name of such Lessor Tax Indemnitee at its Lessee’s sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("“Lessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee”) . If Lessor receives a written claim shall be made against and received by from any Tax Indemnitee or any Taxing Authority for any Tax for which Lessee is obligated pursuant to this Section 7(b29(b)(i), such Tax Indemnitee Lessor shall notify Lessee promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemnitee's ’s right to an indemnity under this Section 7(b) hereunder except to the extent such failure has a materially adverse effect on the ability to precludes any contest of such claim). If the Tax cannot be contested in a Lessee Controlled ContestContest for any reason (including, but not limited to the refusal of the Lessor or other Tax Indemnitee to consent thereto), upon written request from Lessee received by Lessor within thirty ten (3010) days after receipt Business Days of such notice, notice Lessor or such Tax Indemnitee shall contest such claim in good faith at Lessee's ’s sole cost and expense expense. Any such contest shall be at Lessor’s or such Tax Indemnitee’s, as the case may be, control and direction. In any such contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee and Lessee's counsel concerning or Lessor, as the forum in which the adjustment is most likely to be favorably resolvedcase may be, such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Lessor be required to contest, or to request a Tax Indemnitee be requiredto contest, or Lessee be permittedpermitted to contest, to contest the imposition of any Tax for which Lessee is obligated pursuant to this Section 7(b29(b) unless (W) no Default or Event of Default shall have occurred and be continuing (unless Lessee shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lessee's performance of its obligations under this Section 7(b))continuing, (X) Lessee shall have agreed to pay to such Lessor and to the Tax Indemnitee on demand on an After-Tax Basis all reasonable costs and expenses on an after-tax basis that such Lessor and the Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting feesfees and disbursements), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines Engine or any Part, or any Aircraft, Airframe or airframe on which the Engine is installed, other than Permitted Liens, unless Lessee shall have provided such Tax Indemnitee security against such Liens or a risk in form and amount reasonably acceptable to such Tax Indemniteeof imposition of criminal penalties, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify Lessor and such Tax Indemnitee on an after-tax basis against for any cost or Taxes payable with respect to such advance. In addition, Lessee shall not have any right to request Lessor or any other Tax Indemnitee to contest a claim unless (x) the amount of indemnity payments that Lessee would be required to make if the contest were unsuccessful is at least $***, (y) prior to commencement of any contest, Lessee has delivered to Lessor and, if requested by Lessor, the Tax Indemnitee a written acknowledgment of Lessee’s obligation under this Section 29(b) to indemnify such Lessor and such Tax Indemnitee with respect to such advance. Notwithstanding anything the Tax at issue to the contrary in extent that the contest is unsuccessful; and (z) Lessor and the relevant Tax Indemnitee has received an opinion of independent tax counsel selected by Lessor that concludes that a Reasonable Basis exists with respect to the tax position Lessee has asserted. For the purposes of this Section 7(b29(b), the term “Reasonable Basis” shall have the meaning set forth for such term in Formal Opinion 85-352 issued by the Standing Committee on Ethics and Professional Responsibility of the American Bar Association. Lessee shall have no right to pursue or appeal or cause any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree Lessor to any claim pursue or appeal an adverse judicial decision without the prior written consent of LesseeLessor and, and if required by Lessor, the relevant Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lessee, such Tax Indemnitee shall pay Lessee an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentenceIndemnitee. Nothing contained in this Section 7(b)(iv29(b)(iv) shall require any a Lessor or a Tax Indemnitee to contest, or permit Lessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv)contest, if such Tax Indemnitee shall waive payment by Lessor and Lessee of any amount that might otherwise be payable by Lessee under this Section 7(b29(b) in respect of such claim and any other claim, the contest of which would be adversely affectedprecluded. In addition, for the avoidance of doubt, Lessee shall have no right to contest or require any other party to contest any Tax imposed on a Tax Indemnitee in a manner or to the extent that is inconsistent with Lessor’s rights under any Operative Document or Lessee Document.

General Tax Indemnity -- Contests. At With respect to any Tax Indemnitee that is Lessor or any Affiliate thereof (a “Lessor Tax Indemnitee”) at Lessee's ’s written request and with the written consent of Lessor, Lessee shall be entitled to contest any claim with respect to any Tax imposed on such Lessor Tax Indemnitee other than an Income Tax either in Lessee’s name or in the name of such Lessor Tax Indemnitee at its Lessee’s sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("“Lessee Controlled Contest"”). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee. If Lessor receives a written claim shall be made against and received by from any Tax Indemnitee or any Taxing Authority for any Tax for which Lessee is obligated pursuant to this Section 7(b29(b)(i), such Tax Indemnitee Lessor shall notify Lessee promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemnitee's ’s right to an indemnity under this Section 7(b) hereunder except to the extent such failure has a materially adverse effect on the ability to precludes any contest of such claim). If the Tax cannot be contested in a Lessee Controlled ContestContest for any reason (including, but not limited to the refusal of the Lessor or other Tax Indemnitee to consent thereto), upon written request from Lessee received by Lessor within thirty ten (3010) days after receipt Business Days of such notice, notice Lessor or such Tax Indemnitee shall contest such claim in good faith at Lessee's ’s sole cost and expense expense. Any such contest shall be at Lessor’s or such Tax Indemnitee’s, as the case may be, control and direction. In any such contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee and Lessee's counsel concerning or Lessor, as the forum in which the adjustment is most likely to be favorably resolvedcase may be, such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Lessor be required to contest, or to request a Tax Indemnitee be requiredto contest, or Lessee be permittedpermitted to contest, to contest the imposition of any Tax for which Lessee is obligated pursuant to this Section 7(b29(b) unless (W) no Default or Event of Default shall have occurred and be continuing (unless Lessee shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lessee's performance of its obligations under this Section 7(b))continuing, (X) Lessee shall have agreed to pay to such Lessor and to the Tax Indemnitee on demand on an After-Tax Basis all reasonable costs and expenses on an after-tax basis that such Lessor and the Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting feesfees and disbursements), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines Engine or any Part, or any Aircraft, Airframe or airframe on which the Engine is installed, other than Permitted Liens, unless Lessee shall have provided such Tax Indemnitee security against such Liens or a risk in form and amount reasonably acceptable to such Tax Indemniteeof imposition of criminal penalties, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify Lessor and such Tax Indemnitee on an after-tax basis against for any cost or Taxes payable with respect to such advance. In addition, Lessee shall not have any right to request Lessor or any other Tax Indemnitee to contest a claim unless (x) the amount of indemnity payments that Lessee would be required to make if the contest were unsuccessful is at least $50,000, (y) prior to commencement of any contest, Lessee has delivered to Lessor and, if requested by Lessor, the Tax Indemnitee a written acknowledgment of Lessee’s obligation under this Section 29(b) to indemnify such Lessor and such Tax Indemnitee with respect to such advance. Notwithstanding anything the Tax at issue to the contrary in extent that the contest is unsuccessful; and (z) Lessor and the relevant Tax Indemnitee has received an opinion of independent tax counsel selected by Lessor that concludes that a Reasonable Basis exists with respect to the tax position Lessee has asserted. For the purposes of this Section 7(b29(b), the term “Reasonable Basis” shall have the meaning set forth for such term in Formal Opinion 85-352 issued by the Standing Committee on Ethics and Professional Responsibility of the American Bar Association. Lessee shall have no right to pursue or appeal or cause any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree Lessor to any claim pursue or appeal an adverse judicial decision without the prior written consent of LesseeLessor and, and if required by Lessor, the relevant Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lessee, such Tax Indemnitee shall pay Lessee an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentenceIndemnitee. Nothing contained in this Section 7(b)(iv29(b)(iv) shall require any a Lessor or a Tax Indemnitee to contest, or permit Lessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv)contest, if such Tax Indemnitee shall waive payment by Lessor and Lessee of any amount that might otherwise be payable by Lessee under this Section 7(b29(b) in respect of such claim and any other claim, the contest of which would be adversely affectedprecluded. In addition, for the avoidance of doubt, Lessee shall have no right to contest or require any other party to contest any Tax imposed on a Tax Indemnitee in a manner or to the extent that is inconsistent with Lessor’s rights under any Operative Document or Lessee Document.

General Tax Indemnity -- Contests. At Lesseethe Owner's request Lessee request, the Owner shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified TaxesINDEMNIFIED TAXES") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled ContestOWNER CONTROLLED CONTEST"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lesseethe Owner. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee the Owner promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemnitee's right to indemnity under this Section 7(b) except to the extent such failure has a materially adverse effect on the ability to contest such claim). If the Tax cannot be contested in a Lessee Owner Controlled Contest, upon request from Lessee the Owner within thirty (30) days after receipt of such notice, such Tax Indemnitee shall in good faith at Lesseethe Owner's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled ContestTAX INDEMNITEE CONTROLLED CONTEST"). After consulting with Lessee the Owner and Lesseethe Owner's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Tax Indemnitee may select in its sole discretion after considering in good faith Lesseethe Owner's and Lesseethe Owner's counsel recommendation the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee the Owner may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Tax Indemnitee be required, or Lessee the Owner be permitted, to contest the imposition of any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee the Owner shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lesseethe Owner's performance of its obligations under this Section 7(b)), (X) Lessee the Owner shall have agreed to pay to such Tax Indemnitee on demand all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee the Owner shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee the Owner shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lessee, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lessee, such Tax Indemnitee shall pay Lessee an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Section 7(b) in respect of such claim and any other claim, the contest of which would be adversely affected.

General Tax Indemnity -- Contests. At Lessee's request Lessee shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which Lessee is obligated pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee in writing promptly after receipt thereof (as well as the name of independent tax counsel for purposes of this Section 7(b)(iv)) and shall provide Lessee such information regarding such claim (it being understood and agreed that as Lessee may reasonably request, but the failure to give such notice or to provide such notice information shall not adversely affect or otherwise prejudice any Tax Indemniteediminish Lessee's right to indemnity under this Section 7(b) except to the extent obligation hereunder unless such failure has materially and adversely affects Lessee's ability to (A) require such Indemnitee to contest the Tax or (B) contest the Tax itself (in a materially adverse effect on case where Lessee cannot require the ability Indemnitee to contest such claimTax). If the Tax cannot be contested in a Lessee Controlled Contest, upon request from Lessee within thirty (30) days after receipt of such notice, such Tax Indemnitee shall in good faith at Lessee's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee and Lessee's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation the forum for such contest and determine whether any such contest written claim shall be by (A) resisting payment of such made for any Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) belowthan an Income Tax, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Tax Indemnitee be required, or Lessee be permitted, to contest the imposition of any Tax for which Lessee is obligated pursuant to this Section 7(b), and under applicable law of the taxing jurisdiction Lessee is allowed to directly contest such Tax and the Tax to be contested is not reflected in a report or return with other Taxes of any Indemnitee and if the Indemnitee determines in good faith that it will not suffer any adverse consequences as a result, then the Lessee shall be permitted, at its expense and in its own name, or, if consented to by the Indemnitee, in the name of such Indemnitee, to contest the imposition of such Tax; provided, however, that Lessee shall not be permitted or entitled to contest any Tax (A) unless if such contest will result in the risk of an imposition of criminal penalties or a material risk of a sale, forfeiture or loss of the Aircraft, the Airframe, the Engines, the Parts or any part thereof or the creation of any Lien other than Liens for Taxes of Lessee (Wx) no either not yet due or being contested in good faith by appropriate proceedings so long as such proceedings do not involve the risk of an imposition of criminal penalties or the material risk of any sale, forfeiture or loss of the Aircraft, and (y) for the payment of which such reserves, if any, as required to be provided under generally accepted accounting principles have been provided and, to the extent permitted by law, shall be entitled to withhold payment during pendency of such contest or (B) if an Event of Default shall have occurred and be continuing (continuing, unless the Lessee shall have have, at the option of the Owner Participant, either (i) provided security for its obligations hereunder reasonably satisfactory to the Owner Participant by placing in escrow sufficient funds to cover any such contested Tax Indemnitee securing or (ii) paid such Tax. If requested by Lessee in writing (A) within 30 days of Lessee's performance receipt of its obligations under this Section 7(b)), (X) Lessee shall have agreed to pay to such Tax notice from an Indemnitee on demand all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lessee, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions first paragraph of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lessee, such Tax Indemnitee shall pay Lessee an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Section 7(band (B) in respect of such claim and any other claim, the contest of which would be adversely affected.with

General Tax Indemnity -- Contests. At Lesseethe Owner's request Lessee request, the Owner shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified TaxesINDEMNIFIED TAXES") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled ContestOWNER CONTROLLED CONTEST"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lesseethe Owner. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee the Owner promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemnitee's right to indemnity under this Section 7(b) EXHIBIT K-4 except to the extent such failure has a materially adverse effect on the ability to contest such claim). If the Tax cannot be contested in a Lessee Owner Controlled Contest, upon request from Lessee the Owner within thirty (30) days after receipt of such notice, such Tax Indemnitee shall in good faith at Lesseethe Owner's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled ContestTAX INDEMNITEE CONTROLLED CONTEST"). After consulting with Lessee the Owner and Lesseethe Owner's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Tax Indemnitee may select in its sole discretion after considering in good faith Lesseethe Owner's and Lesseethe Owner's counsel recommendation the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee the Owner may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Tax Indemnitee be required, or Lessee the Owner be permitted, to contest the imposition of any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee the Owner shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lesseethe Owner's performance of its obligations under this Section 7(b)), (X) Lessee the Owner shall have agreed to pay to such Tax Indemnitee on demand all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee the Owner shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee the Owner shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lesseethe Owner, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee the Owner under this Section 7(b). The term "afterAFTER-tax basisTAX BASIS" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lesseethe Owner, such Tax Indemnitee shall pay Lessee the Owner an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. EXHIBIT K-5 Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee the Owner to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee the Owner of any amount that might otherwise be payable by Lessee the Owner under this Section 7(b) in respect of such claim and any other claim, the contest of which would be adversely affected.

General Tax Indemnity -- Contests. At Lessee's request Lessee shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which the Lessee is obligated pursuant to this Section 7(b13(b), such Tax Indemnitee shall notify the Lessee promptly of such claim (it being understood and agreed that claim, but the failure so to provide such notice notify the Lessee shall not adversely affect or otherwise prejudice any Tax Indemnitee's right obligation of the Lessee pursuant to indemnity under this Section 7(b13(b) except to the extent such failure has a materially adverse effect on the ability to contest such claimas provided in Section 13(b)(2)(vii). If the Tax cannot be contested Lessee shall request in a Lessee Controlled Contest, upon request from Lessee writing within thirty (30) 30 days after receipt of such notice, such Tax Indemnitee shall in good faith and at the Lessee's sole cost and expense contest the imposition (including the amount) of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee and Lessee's counsel concerning the forum in which the adjustment is most likely to be favorably resolvedTaxes; provided, however, that such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such TaxTaxes, (B) paying such Tax Taxes under protest or (C) paying such Tax Taxes and seeking a refund or other repayment thereof. Except as otherwise ; provided further, however, that (W) such Indemnitee shall not be obligated to contest any claim in clause which the amount in question is less than $125,000, (ZX) belowat such Indemnitee's option, during such contest shall be conducted by the pendency Lessee in the name of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax such Indemnitee (subject to the extent provided by applicable law. In preceding proviso) and (Y) in no event shall such Tax Indemnitee be required, required or the Lessee be permitted, permitted to contest the imposition of any Tax Taxes for which the Lessee is obligated pursuant to this Section 7(b13(b) unless (Wu) no Event of Default shall have occurred and be continuing (unless the Lessee shall have provided security reasonably satisfactory acknowledged its liability to such Tax Indemnitee securing Lessee's performance of its obligations under for an indemnity payment pursuant to this Section 7(b))13(b) as a result of such claim if and to the extent such Indemnitee or the Lessee, as the case may be, shall not prevail in the contest of such claim; (v) such Indemnitee shall have received from the Lessee (i) satisfactory indemnity for any liability, expense or loss arising out of or relating to such contest including, but not limited to, (XA) Lessee shall have agreed to pay to such Tax Indemnitee on demand all reasonable costs legal, accountants' and expenses on an after-investigatory fees and disbursements, (B) the amount of. any interest, additions to tax basis or penalty that such Tax Indemnitee may incur in connection with be payable as a result of contesting such claim (including, without limitation, all reasonable legal and accounting fees), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, and (ZC) if such contest shall is to be conducted in a manner requiring initiated by the payment of the claim, Lessee shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lesseeof, and the claiming of a refund for such Tax, sufficient funds to make such payment on an After Tax Basis and (ii) an opinion of independent tax counsel selected by the Lessee and approved by such Indemnitee (which approval shall conduct any such administrative proceedings not be unreasonably withheld) and judicial contest in good faith in an attempt to minimize furnished at the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal Lessee's sole expense to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain effect that a refund of all or any part of any Tax paid by Lessee, such Tax Indemnitee shall pay Lessee an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Section 7(b) in respect of Reasonable Basis exists for contesting such claim and any other claimor, in the contest event of which would be adversely affected.an appeal, that there exists a substantial possibility that an appellate -77-

General Tax Indemnity -- Contests. At Lesseethe Owner's request Lessee request, the Owner shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Owner Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lesseethe Owner. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee the Owner promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemniteethe Owner's right to indemnity under this Section 7(b) except to the extent such failure has a materially adverse effect on the ability to contest such claim). If the Tax cannot be contested in a Lessee Owner Controlled Contest, upon request from Lessee the Owner within thirty (30) days after receipt of such notice, such Tax Indemnitee shall in good faith at Lesseethe Owner's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee the Owner and Lesseethe Owner's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Tax Indemnitee may select in its sole discretion after considering in good faith Lesseethe Owner's and Lesseethe Owner's counsel recommendation the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee the Owner may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Tax Indemnitee be required, or Lessee the Owner be permitted, to contest the imposition of any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee the Owner shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lesseethe Owner's performance of its obligations under this Section 7(b)), (X) Lessee the Owner shall have agreed to pay to such Tax Indemnitee on demand all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee the Owner shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee the Owner shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lesseethe Owner, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee the Owner under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lesseethe Owner, such Tax Indemnitee shall pay Lessee the Owner an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee the Owner to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee the Owner of any amount that might otherwise be payable by Lessee the Owner under this Section 7(b) in respect of such claim and any other claim, the contest of which would be adversely affected.

General Tax Indemnity -- Contests. At Lesseethe Owner's request Lessee request, the Owner shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Owner Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lesseethe Owner. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee the Owner promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemnitee's right to indemnity under this Section 7(b) except to the extent such failure has a materially adverse effect on the ability to contest such claim). If the Tax cannot be contested in a Lessee Owner Controlled Contest, upon request from Lessee the Owner within thirty (30) days after receipt of such notice, such Tax Indemnitee shall in good faith at Lesseethe Owner's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee the Owner and Lesseethe Owner's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Tax Indemnitee may select in its sole discretion after considering in good faith Lesseethe Owner's and Lesseethe Owner's counsel recommendation the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee the Owner may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Tax Indemnitee be required, or Lessee the Owner be permitted, to contest the imposition of any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee the Owner shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lesseethe Owner's performance of its obligations under this Section 7(b)), (X) Lessee the Owner shall have agreed to pay to such Tax Indemnitee on demand all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee the Owner shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee the Owner shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lesseethe Owner, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee the Owner under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lesseethe Owner, such Tax Indemnitee shall pay Lessee the Owner an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee the Owner to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee the Owner of any amount that might otherwise be payable by Lessee the Owner under this Section 7(b) in respect of such claim and any other claim, the contest of which would be adversely affected.

General Tax Indemnity -- Contests. At Lessee's request Lessee shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which Lessee is obligated to indemnify any Indemnitee pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee in writing promptly of such claim (it being understood and agreed that shall provide Lessee such information regarding such claim as Lessee may reasonably request, but the failure to give such notice or to provide such notice information shall not diminish Lessee's obligation hereunder unless such failure (x) in the case of a Relevant Indemnitee, precludes Lessee from (A) requiring such Relevant Indemnitee to contest the Tax or (B) contesting the Tax itself or (y) in the case of any other Indemnitee, materially and adversely affect affects Lessee's ability to (A) require such Indemnitee to contest the Tax or otherwise prejudice any (B) contest the Tax Indemniteeitself. If requested by Lessee in writing within 30 days of Lessee's right to indemnity receipt of notice from an Indemnitee under the first paragraph of this Section 7(b7 (b) except to the extent such failure has a materially adverse effect on the ability to contest such claim(iv). If the Tax cannot be contested in a Lessee Controlled Contest, upon request from Lessee within thirty (30) days after receipt of such notice, such Tax Indemnitee shall in good faith at Lessee's sole cost and expense contest the imposition of any such Tax Tax; provided, however, that if (a "Tax Indemnitee Controlled Contest"A) Lessee has requested in its written notice that Lessee be permitted to conduct such contest (if permitted by law). After consulting with Lessee and , in Indemnitee's name or in Lessee's counsel name, and Indemnitee, in its sole discretion, has consented to such contest, or (B) Indemnitee has requested Lessee to conduct such contest (if permitted by law), then Lessee shall, at its own expense and in good faith, conduct such contest. Indemnitee and Lessee shall consult in good faith with each other concerning the method of any contest controlled by either, including the forum in which the adjustment is most likely to be favorably resolved, provided, however, that the party controlling such Tax contest (in the case of a contest involving a Relevant Indemnitee) or such Indemnitee may select (in the case of a contest involving any other Indemnitee) shall, in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation discretion, select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax Notwithstanding anything to the extent provided by applicable law. In contrary herein contained, in no event shall such Tax Indemnitee be requiredrequired to contest, or nor shall Lessee be permittedpermitted to contest, to contest the imposition of any Tax for which Lessee is obligated pursuant to liable under this Section 7(b) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lessee's performance of its obligations under this Section 7(b)), (XI) Lessee shall have agreed agreed, in writing, to pay to such Tax Indemnitee on demand (and shall pay on demand) all reasonable costs costs, expenses and expenses on an after-tax basis losses that such Tax Indemnitee may incur actually incurs in connection with contesting such claim (including, without limitation, all reasonable costs, PARTICIPATION AGREEMENT (1992 757 [__]) expenses, losses, legal and accounting fees, disbursements, penalties, interest and additions to tax), (YII) such action to be taken will not result in a the risk of an imposition of criminal penalties or the material risk of any sale, forfeiture or loss ofof the Aircraft, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted LiensLiens for Taxes of Lessee (x) either not yet due or being contested in good faith by appropriate proceedings so long as such proceedings do not involve the risk of an imposition of criminal penalties or the material risk of any sale, unless Lessee shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, forfeiture or loss of the Aircraft and (Zy) for the payment of which such reserves, if any, as are required to be provided under generally accepted accounting principles have been provided by Lessee, (III) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax (and shall in fact indemnify on demand) the Indemnitee on an against any additional net after-tax basis against any Taxes payable by cost to such Tax Indemnitee with respect to such advance. Notwithstanding anything , (IV) with regard to a Tax on a Relevant Indemnitee, independent tax counsel selected by the Owner Participant and reasonably satisfactory to Lessee shall furnish an opinion, prepared at the Lessee's expense, (x) to the contrary effect that there is a reasonable basis to contest such claim, (y) in this Section 7(b)the case of any appeal of an adverse trial court decision, to the effect that it is more likely than not that such appeal will be successful; provided, further that no appeal shall be required to the United States Supreme Court, and (V) in any Tax the case of a Relevant Indemnitee, Lessee shall have delivered to such Relevant Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior a written consent acknowledgment of Lessee's obligation to indemnify fully such Relevant Indemnitee to the extent that the contest is not successful; provided, however, that Lessee will not be bound by its acknowledgment of liability if and to the Tax Indemnitee shall conduct any such administrative proceedings and judicial extent that the contest in good faith in is ultimately resolved on an attempt to minimize the amount payable by articulated basis which demonstrates that Lessee is not otherwise liable under this Section 7(b). The term "after-tax basis" ) with respect to such Tax, and (VI) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal its obligations hereunder satisfactory to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basisOwner Participant. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lessee, such Tax Indemnitee shall pay Lessee (x) in the case of a Relevant Indemnitee, on an After-Tax Basis, Lessee, provided no Event of Default shall have occurred and be continuing, an amount equal to the amount of such refund, including interest actually received and fairly attributable to any Taxes paid by Lessee prior to the receipt of such refund; provided, however, that in the case of any Relevant Indemnitee, the amount payable to the PARTICIPATION AGREEMENT (1992 757 [__]) Lessee under this paragraph (net of any interest fairly attributable to such Taxes paid by the Lessee and any amount necessary to make any payment under this paragraph on an After-Tax Basis) shall not exceed the amount of the indemnity payment in respect to such refunded Taxes that was made by the Lessee (net of any amount necessary to make such payment on an After-Tax Basis), and (y) in the case of any other Indemnitee, Lessee, provided no Event of Default shall have occurred and be continuing, an amount equal to the sum of (I) the amount of such refund, including interest received attributable thereto, plus thereto and (II) any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. If it is subsequently determined that an Indemnitee was not entitled to such refund, the portion of such refund that is repaid or recaptured shall be treated as a Tax for which Lessee must indemnify such Indemnitee without regard to Section 7(b)(ii) (other than clauses (5) and (6) thereof). Nothing contained in this Section 7(b)(iv7(b) (iv) shall require any Tax Indemnitee to contest, or permit Lessee to contest, a claim with respect to the imposition of any Tax if such Indemnitee shall waive its right to indemnification under this Section 7 with respect to such claim. Notwithstanding anything to the contrary contained in Section 7(b), the provisions of Section 7(b)(i) shall not apply to any Tax which such Tax Indemnitee would otherwise be required to contest pursuant to the Lessee is contesting in good faith under the provisions of this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Section 7(b) in respect until the conclusion of such claim and any other claim, the contest of which would be adversely affectedcontest.

General Tax Indemnity -- Contests. At Lessee's With respect to any Tax Indemnitee that is Sublessor or any Affiliate thereof (a “Sublessor Tax Indemnitee”) at Sublessee’s written request Lessee and with the written consent of Sublessor, Sublessee shall be entitled to contest any claim with respect to any Tax imposed on such Sublessor Tax Indemnitee other than an Income Tax either in Sublessee’s name or in the name of such Sublessor Tax Indemnitee at its Sublessee’s sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee “Sublessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee”) . If Sublessor receives a written claim shall be made against and received by from any Tax Indemnitee or any Taxing Authority for any Tax for which Lessee Sublessee is obligated pursuant to this Section 7(b29(b)(i), such Tax Indemnitee Sublessor shall notify Lessee Sublessee promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemnitee's ’s right to an indemnity under this Section 7(b) hereunder except to the extent such failure has a materially adverse effect on the ability to precludes any contest of such claim). If the Tax cannot be contested in a Lessee Sublessee Controlled ContestContest for any reason (including, but not limited to the refusal of the Sublessor or other Tax Indemnitee to consent thereto), upon written request from Lessee Sublessee received by Sublessor within thirty ten (3010) days after receipt Business Days of such noticenotice Sublessor shall exercise its rights, such Tax Indemnitee shall if any, under Section 7(b)(iv) of the Participation Agreement in good faith (if the Tax Indemnitee is other than a Sublessor Tax Indemnitee) or Sublessor shall contest such claim in good faith (if the Tax Indemnitee is a Sublessor Tax Indemnitee) in each case at Lessee's Sublessee’s sole cost and expense expense. Any such contest shall be at such Tax Indemnitee’s or Sublessor’s control and direction. In any such contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee and Lessee's counsel concerning or Sublessor, as the forum in which the adjustment is most likely to be favorably resolvedcase may be, such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Sublessor be required to contest, or to request a Tax Indemnitee be requiredto contest, or Lessee Sublessee be permittedpermitted to contest, to contest the imposition of any Tax for which Lessee Sublessee is obligated pursuant to this Section 7(b29(b) unless (W) no Default or Event of Default shall have occurred and be continuing under the Sublease and no Event of Default (unless Lessee as such term is defined in the Head Lease) shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lessee's performance of its obligations under this Section 7(b))occurred and be continuing, (X) Lessee Sublessee shall have agreed to pay to such Sublessor and to the Tax Indemnitee on demand on an After-Tax Basis all reasonable costs and expenses on an after-tax basis that such Sublessor and the Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting feesfees and disbursements), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee shall have provided such Tax Indemnitee security against such Liens or a material risk in form and amount reasonably acceptable to such Tax Indemniteeof loss of the Lien of the Trust Indenture or a risk of imposition of criminal penalties, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee Sublessee shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify Sublessor and such Tax Indemnitee on an after-tax basis against for any cost or Taxes payable with respect to such advance. In addition, Sublessee shall not have any right to request Sublessor or any other Tax Indemnitee to contest a claim unless (x) the amount of indemnity payments that Sublessee would be required to make if the contest were unsuccessful is at least $50,000, (y) prior to commencement of any contest, Sublessee has delivered to Sublessor and, if requested by Sublessor, the Tax Indemnitee a written acknowledgment of Sublessee’s obligation under this Section 29(b) to indemnify such Sublessor and such Tax Indemnitee with respect to such advance. Notwithstanding anything the Tax at issue to the contrary in extent that the contest is unsuccessful; and (z) Sublessor and the relevant Tax Indemnitee has received an opinion of independent tax counsel selected by Sublessor that concludes that a Reasonable Basis exists with respect to the tax position Sublessee has asserted. For the purposes of this Section 7(b29(b), the term “Reasonable Basis” shall have the meaning set forth for such term in Formal Opinion 85-352 issued by the Standing Committee on Ethics and Professional Responsibility of the American Bar Association. Sublessee shall have no right to pursue or appeal or cause any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree Sublessor to any claim pursue or appeal an adverse judicial decision without the prior written consent of LesseeSublessor and, and if required by Sublessor, the relevant Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basisIndemnitee. If Sublessor receives from any Tax Indemnitee shall obtain (other than from its Affiliate) a payment with respect to a refund of all or any part of any Tax paid by LesseeSublessee, such Tax Indemnitee Sublessor shall pay Lessee Sublessee an amount equal to the amount of such refundpayment less any cost and/or expenses, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentencecost, incurred in respect thereof. Nothing contained in this Section 7(b)(iv29(b)(iv) shall require any a Sublessor or a Tax Indemnitee to contest, or permit Lessee Sublessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv)contest, if such Tax Indemnitee shall waive payment by Lessee Sublessor and Sublessee of any amount that might otherwise be payable by Lessee Sublessee under this Section 29(b) or Sublessor under Section 7(b) of the Tax Indemnity Agreement in respect of such claim and any other claim, the contest of which would be adversely affectedprecluded. In addition, for the avoidance of doubt, Sublessee shall have no right to contest or require any other party to contest any Tax imposed on a Tax Indemnitee in a manner or to the extent that is inconsistent with Sublessor’s rights under the Participation Agreement.

General Tax Indemnity -- Contests. At Lessee's With respect to any Tax Indemnitee that is Sublessor or any Affiliate thereof (a “Sublessor Tax Indemnitee”) at Sublessee’s written request Lessee and with the written consent of Sublessor, Sublessee shall be entitled to contest any claim with respect to any Tax imposed on such Sublessor Tax Indemnitee other than an Income Tax either in Sublessee’s name or in the name of such Sublessor Tax Indemnitee at its Sublessee’s sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee “Sublessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee”) . If Sublessor receives a written claim shall be made against and received by from any Tax Indemnitee or any Taxing Authority for any Tax for which Lessee Sublessee is obligated pursuant to this Section 7(b29(b)(i), such Tax Indemnitee Sublessor shall notify Lessee Sublessee promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemnitee's ’s right to an indemnity under this Section 7(b) hereunder except to the extent such failure has a materially adverse effect on the ability to precludes any contest of such claim). If the Tax cannot be contested in a Lessee Sublessee Controlled ContestContest for any reason (including, but not limited to the refusal of the Sublessor or other Tax Indemnitee to consent thereto), upon written request from Lessee Sublessee received by Sublessor within thirty ten (3010) days after receipt Business Days of such noticenotice Sublessor shall exercise its rights, such Tax Indemnitee shall if any, under Section 7(b)(iv) of the Participation Agreement in good faith (if the Tax Indemnitee is other than a Sublessor Tax Indemnitee) or Sublessor shall contest such claim in good faith (if the Tax Indemnitee is a Sublessor Tax Indemnitee) in each case at Lessee's Sublessee’s sole cost and expense expense. Any such contest shall be at such Tax Indemnitee’s or Sublessor’s control and direction. In any such contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee and Lessee's counsel concerning or Sublessor, as the forum in which the adjustment is most likely to be favorably resolvedcase may be, such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Sublessor be required to contest, or to request a Tax Indemnitee be requiredto contest, or Lessee Sublessee be permittedpermitted to contest, to contest the imposition of any Tax for which Lessee Sublessee is obligated pursuant to this Section 7(b29(b) unless (W) no Default or Event of Default shall have occurred and be continuing under the Sublease and no Event of Default (unless Lessee as such term is defined in the Head Lease) shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lessee's performance of its obligations under this Section 7(b))occurred and be continuing, (X) Lessee Sublessee shall have agreed to pay to such Sublessor and to the Tax Indemnitee on demand on an After-Tax Basis all reasonable costs and expenses on an after-tax basis that such Sublessor and the Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting feesfees and disbursements), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee shall have provided such Tax Indemnitee security against such Liens or a material risk in form and amount reasonably acceptable to such Tax Indemniteeof loss of the Lien of the Trust Indenture or a risk of imposition of criminal penalties, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee Sublessee shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify Sublessor and such Tax Indemnitee on an after-tax basis against for any cost or Taxes payable with respect to such advance. In addition, Sublessee shall not have any right to request Sublessor or any other Tax Indemnitee to contest a claim unless (x) the amount of indemnity payments that Sublessee would be required to make if the contest were unsuccessful is at least $***, (y) prior to commencement of any contest, Sublessee has delivered to Sublessor and, if requested by Sublessor, the Tax Indemnitee a written acknowledgment of Sublessee’s obligation under this Section 29(b) to indemnify such Sublessor and such Tax Indemnitee with respect to such advance. Notwithstanding anything the Tax at issue to the contrary in extent that the contest is unsuccessful; and (z) Sublessor and the relevant Tax Indemnitee has received an opinion of independent tax counsel selected by Sublessor that concludes that a Reasonable Basis exists with respect to the tax position Sublessee has asserted. For the purposes of this Section 7(b29(b), the term “Reasonable Basis” shall have the meaning set forth for such term in Formal Opinion 85-352 issued by the Standing Committee on Ethics and Professional Responsibility of the American Bar Association. Sublessee shall have no right to pursue or appeal or cause any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree Sublessor to any claim pursue or appeal an adverse judicial decision without the prior written consent of LesseeSublessor and, and if required by Sublessor, the relevant Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basisIndemnitee. If Sublessor receives from any Tax Indemnitee shall obtain (other than from its Affiliate) a payment with respect to a refund of all or any part of any Tax paid by LesseeSublessee, such Tax Indemnitee Sublessor shall pay Lessee Sublessee an amount equal to the amount of such refundpayment less any cost and/or expenses, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentencecost, incurred in respect thereof. Nothing contained in this Section 7(b)(iv29(b)(iv) shall require any a Sublessor or a Tax Indemnitee to contest, or permit Lessee Sublessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv)contest, if such Tax Indemnitee shall waive payment by Lessee Sublessor and Sublessee of any amount that might otherwise be payable by Lessee Sublessee under this Section 29(b) or Sublessor under Section 7(b) of the Tax Indemnity Agreement in respect of such claim and any other claim, the contest of which would be adversely affectedprecluded. In addition, for the avoidance of doubt, Sublessee shall have no right to contest or require any other party to contest any Tax imposed on a Tax Indemnitee in a manner or to the extent that is inconsistent with Sublessor’s rights under the Participation Agreement.

General Tax Indemnity -- Contests. At Lessee's request Lessee shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which the Lessee is obligated pursuant to this Section 7(b13(b), such Tax Indemnitee shall notify the Lessee promptly of such claim (it being understood and agreed that but the failure so to provide such notice notify the Lessee shall not adversely affect or otherwise prejudice any Tax Indemnitee's right obligation of the Lessee pursuant to indemnity under this Section 7(b) except to the extent such failure has a materially adverse effect on the ability to contest such claim13(b). If the Tax cannot be contested Lessee shall reasonably request in a Lessee Controlled Contest, upon request from Lessee writing within thirty (30) 30 days after receipt of such notice, such Tax Indemnitee shall in good faith and at the Lessee's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee and Lessee's counsel concerning the forum in which the adjustment is most likely to be favorably resolvedTaxes; provided, however, that such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such TaxTaxes, (B) paying such Tax Taxes under protest or (C) paying such Tax Taxes and seeking a refund or other repayment thereof. Except as otherwise ; provided further, however, that (W) such Indemnitee shall not be obligated to contest any claim in clause which the amount in question is less than $250,000, (ZX) belowat such Indemnitee's option, during such contest shall be conducted by the pendency Lessee in the name of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax such Indemnitee (subject to the extent provided by applicable law. In preceding proviso) and (Y) in no event shall such Tax Indemnitee be required, required or the Lessee be permitted, permitted to contest the imposition of any Tax Taxes for which the Lessee is obligated pursuant to this Section 7(b13(b) unless (Wu) no Event of Default shall have occurred and be continuing (unless the Lessee shall have provided security reasonably satisfactory acknowledged its liability to such Tax Indemnitee securing for an indemnity payment pursuant to this Section 13(b) as a result of such claim if and to the extent such Indemnitee or the Lessee, as the case may be, shall not prevail in the contest of such claim; (v) such Indemnitee shall have received from the Lessee (i) satisfactory indemnity for any liability, expense or loss arising out of or relating to such contest including, but not limited to, (A) all reasonable legal, accountants' and 6091.50.2831.27:2 investigatory fees and disbursements, (B) the amount of any interest, additions to tax or penalties that may be payable as a result of contesting such claim and (C.) if such contest is to be initiated by the payment of, and the claiming of a refund for such Tax, sufficient funds to make such payment on an After-Tax-Basis and (ii) an opinion of independent tax counsel selected by the Lessee and approved by such Indemnitee (which approval shall not be unreasonably withheld) and furnished at the Lessee's performance sole expense to the effect that a Reasonable Basis exists for contesting such claim or, in the event of its obligations under this Section 7(b))an appeal, that there exists a substantial possibility that an appellate court or an administrative agency with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination that the Lessee desires to contest; (Xw) the Lessee shall have agreed to pay to such Tax Indemnitee on demand demand, and on an After-Tax-Basis, all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties, interest and additions to tax), ; (Yx) such Indemnitee shall have reasonably determined that the action to be taken will not result in a material risk any danger of sale, forfeiture or loss of, or the creation of any Lien on, (except if the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee shall have provided adequately bonded such Tax Lien or otherwise made provision to protect the interests of such Indemnitee security against such risk in form and amount reasonably acceptable a manner satisfactory to such Tax Indemnitee) on, Xxxx 0, any part thereof, the Undivided Interest, the Real Property Interest, or any interest in any of the foregoing; and (Zy) if such contest shall be conducted in a manner requiring the payment of the claim, the Lessee shall have paid the amount required directly required. The Lessee agrees to give such Indemnitee reasonable notice of any contest prior to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lessee, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basiscommencement thereof. If any Tax Indemnitee shall obtain a refund of of. all or any part of any Tax Taxes paid by the Lessee, or if any such Tax refund would be payable to the Indemnitee in the absence of an offsetting liability for Taxes payable to the taxing authority in question, such Indemnitee shall pay the Lessee, but not before the Lessee -77- 6091.50.2831.27:2 shall have made all payments theretofore due to such Indemnitee pursuant to this Section 13(b), an amount equal to the lesser of (xx) the amount of such refundrefund so received or receivable, including interest received or receivable and attributable thereto, plus any net permanent tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee (determined in a manner consistent with the definition of After-Tax-Basis set forth in Appendix A and with the last sentence of Section 13(b)(E) hereof) as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentencesentence (but only to the extent that such net permanent tax benefit was not taken into account pursuant to Section 13(b)(3)), and after taking into account the tax consequences of the receipt of such refund and such interest) or (yy) such tax payment by the Lessee to such Indemnitee plus any other payment by the Lessee to such Indemnitee theretofore made pursuant to this Section 13(b), in either case, net of any expenses not already paid or incurred by the Lessee; provided, however, that in computing any net permanent tax benefit, such Indemnitee shall be deemed first to have utilized all deductions and credits available to it otherwise than by reason of any payment by the Lessee pursuant. to this Section 13(b)1 provided, further, however, that not-withstanding the provisions of this clause (4), such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this clause (4) if at the time such payment shall be due a Default or an Event of Default shall have occurred and be continuing under the Facility Lease. An Indemnitee shall not be required to make any payment pursuant to this clause (4) before such time as the Lessee shall have made all payments and indemnities then due under the Transaction Documents to such Indemnitee. Notwithstanding anything contained in this clause (4) to the contrary, no 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 pursuant to the contest provisions of this clause (4) unless there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after 6091.50.2831.27:2 such claim shall have been so previously decided, and such Indemnitee shall have received an opinion of independent tax counsel selected by the Lessee and approved by such Indemnitee (which approval shall not be unreasonably withheld) and furnished at the Lessee's sole expense to the effect that such change provides a Reasonable Basis for the position which such Indemnitee and the Lessee, as the case may be, had asserted in such previous contest or for an alternative position based upon such change that the Lessee now desires to assert. Nothing contained in this Section 7(b)(ivsection 13(b) shall require any Tax Indemnitee to contest, contest or permit the Lessee to contest, contest a claim which such Tax Indemnitee it would otherwise be required to contest pursuant to this Section 7(b)(iv), 13(b) if such Tax Indemnitee shall waive payment by the Lessee of any amount that might otherwise be payable by the Lessee under this Section 7(b13(b) by way of indemnity in respect of such claim and any other claim. If Lessee 4oes not request that a Tax be contested pursuant to this paragraph (5), Lessee shall pay the contest of which would be adversely affectedIndemnitee therefor unless such Tax was not included in the indemnification under Section 13 (b)(l) or was excluded by Section 13 (b) (2).

General Tax Indemnity -- Contests. At Lesseethe Owner's request Lessee request, the Owner shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Owner Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lesseethe Owner. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee the Owner promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemniteethe Owner's right to indemnity under this Section 7(b) except to the extent such failure has a materially adverse effect on the ability to contest such claim). If the Tax cannot be contested in a Lessee Owner Controlled Contest, upon request from Lessee the Owner within thirty (30) days after receipt of such notice, such Tax Indemnitee shall in good faith at Lesseethe Owner's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee the Owner and Lesseethe Owner's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Tax Indemnitee may select in its sole discretion after considering in good faith Lesseethe Owner's and Lesseethe Owner's counsel recommendation the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee the Owner may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Tax Indemnitee be required, or Lessee the Owner be permitted, to contest the imposition of any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee the Owner shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lesseethe Owner's performance of its obligations under this Section 7(b)), (X) Lessee the Owner shall have agreed to pay to such Tax Indemnitee on demand all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee the Owner shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee the Owner shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lesseethe Owner, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee the Owner under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lesseethe Owner, such Tax Indemnitee shall pay Lessee the Owner an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee the Owner to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee the Owner of any amount that might otherwise be payable by Lessee the EXHIBIT K-5 Owner under this Section 7(b) in respect of such claim and any other claim, the contest of which would be adversely affected.

General Tax Indemnity -- Contests. At Lessee's request Lessee shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which the Lessee is obligated pursuant to this Section 7(b13(b), such Tax Indemnitee shall notify the Lessee promptly of such claim (it being understood and agreed that but the failure so to provide such notice notify the Lessee shall not adversely affect or otherwise prejudice any Tax Indemnitee's right obligation of the Lessee pursuant to indemnity under this Section 7(b) except to the extent such failure has a materially adverse effect on the ability to contest such claim13(b). If the Tax cannot be contested Lessee shall reasonably request in a Lessee Controlled Contest, upon request from Lessee writing within thirty (30) 30 days after receipt of such notice, such Tax Indemnitee shall in good faith and at the Lessee's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"). After consulting with Lessee and Lessee's counsel concerning the forum in which the adjustment is most likely to be favorably resolvedTaxes; provided, however, that such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such TaxTaxes, (BH) paying such Tax Taxes under protest or (C) paying such Tax Taxes and seeking a refund or other repayment thereof. Except as otherwise ; provided further, however, that (W) such Indemnitee shall not be 6091.100.2898.27A:9 obligated to contest any claim in clause which the amount in question is less than $250,000, (ZX) belowat such Indemnitee's option, during such contest shall be conducted by the pendency Lessee in the name of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax such Indemnitee (subject to the extent provided by applicable law. In preceding proviso) and (Y) in no event shall such Tax Indemnitee be required, required or the Lessee be permitted, permitted to contest the imposition of any Tax Taxes for which the Lessee is obligated pursuant to this Section 7(b13(b) unless (Wu) no Event of Default shall have occurred and be continuing (unless the Lessee shall have provided security reasonably satisfactory acknowledged its liability to such Indemnitee for an indemnity payment pursuant to this Section 13(b) as a result of such claim if and to the extent such Indemnitee or the Lessee, as the case may be, shall not prevail in the contest of such claim; (v) such Indemnitee shall have received from the Lessee (i) satisfactory indemnity for any liability, expense or loss arising out of or relating to such contest including, but not limited to, (A) all reasonable legal, accountants' and investigatory fees and disbursements, (B) the amount of any interest, additions to tax or penalties that may be payable as a result of contesting such claim and (C) if such contest is to be initiated by the payment of, and the claiming of a refund for such Tax, sufficient funds to make such payment on an After-Tax Basis and (ii) an opinion of independent tax counsel selected by the Lessee and approved by such Indemnitee securing (which approval shall not be unreasonably withheld) and furnished at the Lessee's performance sole expense to the effect that a Reasonable Basis exists for contesting such claim or, in the event of its obligations under this Section 7(b))an appeal, that there exists a substantial possibility that an appellate court or an administrative agency with appellate jurisdiction, as the case may be, will reverse or substantially modify the adverse determination that the Lessee desires to contest; (Xw) the Lessee shall have agreed to pay to such Tax Indemnitee on demand demand, and on an After-Tax Basis, all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all costs, expenses, losses, reasonable legal and accounting fees), disbursements, penalties, interest and additions to tax) ; (Yx) such Indemnitee shall have reasonably determined that the action to be taken will not result in a material risk any danger of sale, forfeiture or loss of, 6091.l00.2898.27A:9 or the creation of any Lien on, (except if the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee shall have provided adequately bonded such Tax Lien or otherwise made provision to protect the interests of such Indemnitee security against such risk in form and amount reasonably acceptable a manner satisfactory to such Tax Indemnitee) on, Xxxx 0, any part thereof, the Undivided Interest, the Real Property Interest, or any interest in any of the foregoing; and (Zy) if such contest shall be conducted in a manner requiring the payment of the claim, the Lessee shall have paid the amount required directly required. The Lessee agrees to give such Indemnitee reasonable notice of any contest prior to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lessee, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basiscommencement thereof. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax Taxes paid by the Lessee, or if any such Tax refund would be payable to the Indemnitee in the absence of an offsetting liability for Taxes payable to the taxing authority in question, such Indemnitee shall pay the Lessee, but not before the Lessee shall have made all payments theretofore due to such Indemnitee pursuant to this Section 13(b), an amount equal to the lesser of (xx) the amount of such refundrefund so received or receivable, including interest received or receivable and attributable thereto, plus any net permanent tax benefit (or minus any net tax detriment) realized by such a Indemnitee (determined in a manner consistent with the definition of After-Tax Indemnitee Basis set forth in Appendix A and with the last sentence of Section 13(b)(6) hereof) as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentencesentence (but only to the extent that such net permanent tax benefit was not taken into account pursuant to Section l3(b)(3)), and after taking into account the tax consequences of the receipt of such refund and such interest) or (yy) such tax payment by the Lessee to such Indemnitee plus any other payment by the Lessee to such Indemnitee theretofore made pursuant to this Section 13(b), in either case, net of any expenses not already paid or incurred by the Lessee; provided, however, that in computing any net permanent tax benefit, such Indemnitee shall be deemed first to have utilized all deductions and credits available to it otherwise than by reason of any payment by the Lessee pursuant to this Section 13(b); provided, further, 6091.100.2898.27A:9 however, that notwithstanding the provisions of this clause (4) such Indemnitee shall not be obligated to make any payment to the Lessee pursuant to this clause (4) if at the time such payment shall be due a Default or an Event of Default shall have occurred and be continuing under the Facility Lease. An Indemnitee shall not be required to make any payment pursuant to this clause (4) before such time as the Lessee shall have made all payments and indemnities then due under the Transaction Documents to such Indemnitee. Notwithstanding anything contained in this clause (4) to the contrary, no Indemnity shall be required to contest any claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided pursuant to the contest provisions of this clause (4) unless there shall have been a change in the law (including, without limitation, amendments to statutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously decided, and such Indemnitee shall have received an opinion of independent tax counsel selected by the Lessee and approved by such Indemnitee (which approval shall not be unreasonably withheld) and furnished at the Lessee's sole expense to the effect that such change provides a Reasonable Basis for the position which such Indemnitee and the Lessee, as the case may be, had asserted in such previous contest or for an alternative position based upon such change that the Lessee now desires to assert. Nothing contained in this Section 7(b)(iv13(b) shall require any Tax Indemnitee to contest, contest or permit the Lessee to contest, contest a claim which such Tax Indemnitee it would otherwise be required to contest pursuant to this Section 7(b)(iv), 13(b) if such Tax Indemnitee shall waive payment by the Lessee of any amount that might otherwise be payable by the Lessee under this Section 7(b13(b) by way of indemnity in respect of such claim and any other claim. If the Lessee does not request that a Tax be contested pursuant to this paragraph (5), the contest of which would be adversely affected.Lessee shall pay the Indemnitee therefor unless such Tax was not included in the indemnification under Section 13(b) (1) or was excluded by Section 13 (b) (2). -75- 6091.100.2898.27A:9

General Tax Indemnity -- Contests. At Lessee's request Lessee shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee. If a written claim --------------------------------- shall be made against and received by any Tax Indemnitee for any Tax for which Lessee is obligated pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee in writing promptly after receipt thereof (as well as the name of independent tax counsel for purposes of this Section 7(b)(iv)) and shall provide Lessee such information regarding such claim (it being understood and agreed that as Lessee may reasonably request, but the failure to give such notice or to provide such notice information shall not diminish Lessee's obligation hereunder unless such failure materially and adversely affect affects Lessee's ability to (A) require such Tax Indemnitee to contest the Tax or otherwise prejudice (B) contest the Tax itself. If a written claim shall be made for any Tax Indemnitee's right Tax, other than an Income Tax, for which Lessee is obligated pursuant to indemnity under this Section 7(b) except ), and under applicable law of the Taxing Authority Lessee is allowed to directly contest such Tax in its own name, then the Lessee shall be permitted, at its expense at no after-tax cost to the extent such failure has a materially adverse effect on the ability Tax Indemnitee and in its own name, to contest the imposition of such claim)Tax. If the Tax cannot be contested requested by Lessee in a Lessee Controlled Contest, upon request from Lessee writing (A) within thirty (30) 30 days after of Lessee's receipt of such noticenotice from a Tax Indemnitee under the first paragraph of this Section 7(b)(iv) and (B) with respect to a Tax not described in the previous paragraph, such Tax Indemnitee shall in good faith at Lessee's sole expense at no after-tax cost and expense to the Tax Indemnitee contest the imposition of any such Tax (a "Tax Indemnitee Controlled Contest")Tax. After consulting with Lessee and Lessee's counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Tax Indemnitee may select shall, in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation discretion, select the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Tax Indemnitee be required, or Lessee be permitted, requested to contest the imposition of any Tax for which Lessee is obligated pursuant to this Section 7(b) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lessee's performance of its obligations liable under this Section 7(b), or in the case of clauses (II) and (VI), shall the Lessee be permitted to contest such Tax unless (XI) in Lessee's request to the Tax Indemnitee to contest such Tax, Lessee shall have agreed to pay to such Tax Indemnitee on demand all reasonable costs and expenses on an after-tax basis all reasonable costs and expenses that such Tax Indemnitee may incur actually incurs in connection with contesting such claim (including, without limitation, all costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties, interest and additions to tax), (YII) such action to be taken will not result in a the risk of an imposition of criminal penalties or the material risk of any sale, [First Amended and Restated Participation Agreement (1989 I)] forfeiture or loss ofof the Aircraft, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted LiensLiens for Taxes of Lessee (x) either not yet due or being contested in good faith by appropriate proceedings so long as such proceedings do not involve the risk of an imposition of criminal penalties or the material risk of any sale, unless Lessee shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, forfeiture or loss of the Aircraft and (Zy) for the payment of which such reserves, if any, as are required to be provided under generally accepted accounting principles have been provided by Lessee and, to the extent permitted by law payment may be withheld during the pendency of such contest, (III) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such the Tax Indemnitee on an against any additional net after-tax basis against any Taxes payable by cost to such Tax Indemnitee with respect to such advance. Notwithstanding anything advance or the interest-free nature thereof, (IV) independent tax counsel selected by such Tax Indemnitee and reasonably satisfactory to the contrary in this Section 7(b)Lessee shall furnish an opinion, in any prepared at the Lessee's expense, to the effect that there is a reasonable basis to contest such claim, (V) prior to the commencement of an administrative appeal Lessee shall have delivered to such Tax Indemnitee Controlled Contest the a written acknowledgment of Lessee's obligation to indemnify fully such Tax Indemnitee may to the extent that the contest is not settle or agree successful; provided, however, that Lessee will not be bound by its acknowledgment of liability if and to any claim without the prior written consent of Lessee, and extent that the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest results in good faith in an attempt to minimize the amount payable by a determination which clearly demonstrates that Lessee is not otherwise liable under this Section 7(b). The term "after-tax basis" for purposes ) with respect to such Tax, (VI) if an Event of this Section 7(b) Default shall mean an amount whichhave occurred and be continuing, after deduction of all Taxes required to be paid by or on behalf the Lessee shall have, at the option of the Tax Indemnitee in respect of the receipt or accrual of such amountIndemnitee, is equal either (i) provided security for its obligations hereunder reasonably satisfactory to the payment required under the provisions of this Section 7(bTax Indemnitee by placing in escrow sufficient funds to cover any such contested Tax or (ii) which require payments to be made on an after-tax basispaid such Tax. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lessee, Lessee such Tax Indemnitee shall pay Lessee, but not before Lessee shall have made all payments theretofore due to such Indemnitee pursuant to this Section 7(b) and any other payments theretofore due under any of the Operative Documents, an amount equal to the sum of (I) the amount of such refund, including interest received attributable thereto, plus net of taxes required to be paid by such Tax Indemnitee as a result of any net refund or interest received and (II) any tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee to contest, a claim which such with respect to the imposition of any Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee its right to indemnification under this Section 7(b) in 7 with respect of to such claim and any other claim, the contest of which would be adversely affected.

General Tax Indemnity -- Contests. At Lessee's request Lessee shall be entitled at its sole cost and expense (Aa) in the case of a contest involving only Taxes indemnified hereunder ("Indemnified Taxes") or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee Controlled Contest"). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lessee. If a written --------------------------------- claim shall be made against and received by any Tax Indemnitee Indemnified Person for any Tax for which the Lessee is may be obligated to indemnify pursuant to this Section 7(b)Article VIII or if any Indemnified Person shall determine that any Tax as to which the Lessee shall have any indemnity obligation pursuant to this Article VIII shall be payable, such Tax Indemnitee Indemnified Person shall notify the Lessee promptly of such claim upon becoming aware of the same (it being understood and agreed that but the failure to provide such notice so notify the Lessee shall not adversely affect or otherwise prejudice any Tax Indemniteethe Lessee's right to indemnity under this Section 7(b) obligations hereunder except to the extent such failure has a materially adverse effect on precludes the Lessee's ability to contest such claimclaim or Tax or increases any applicable fine or penalty). If the Tax cannot be contested in a Lessee Controlled Contest, upon shall so request from Lessee within thirty (30) 30 days after receipt of such notice, such Tax Indemnitee Indemnified Person shall in good faith and at the Lessee's sole cost and expense contest the imposition of such Tax (a "Tax Indemnitee Controlled Contest"including taking such appeals as the Lessee shall request). After consulting with Lessee and Lessee's counsel concerning the forum in which the adjustment is most likely to be favorably resolved; provided, however, that such Tax Indemnitee Indemnified -------- ------- Person may select in its sole discretion after considering in good faith Lessee's and Lessee's counsel recommendation select the forum for such contest and determine whether any such contest shall be by (Ai) resisting payment of such Tax, (Bii) paying such Tax under protest or (Ciii) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise ; provided further, however, that at such Indemnified Person's -------- ------- ------- option, such contest required to be conducted by such Indemnified Person shall be conducted by the Lessee in clause the name of such Indemnified Person (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee may withhold payment of any Tax subject to the extent provided by applicable law. preceding proviso). (b) In no event shall such Tax Indemnitee Indemnified Person be required, or Lessee be permitted, required to contest the imposition of any Tax for which the Lessee is obligated to indemnify pursuant to this Section 7(bArticle VIII unless: (i) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lessee's performance of its obligations under this Section 7(b)), (X) the Lessee shall have agreed to pay to such Tax Indemnitee Indemnified Person on demand and on an After-Tax Basis all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee Indemnified Person may incur in connection with contesting such claim (including, without limitation, all costs, expenses, losses, reasonable legal and accounting fees, disbursements, penalties, interest and additions to tax), ; (Yii) such Indemnified Person shall have determined that the action to be taken will not result in a material risk any danger of sale, forfeiture or loss of, or the creation of any Lien on, (except if the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee shall have provided adequately bonded such Tax Indemnitee security against Lien or otherwise made provision to protect the interests of such risk Indemnified Person in form and amount a manner reasonably acceptable satisfactory to such Tax IndemniteeIndemnified Person) on the Equipment, and or any portion thereof or any interest therein; (Ziii) if such contest shall be conducted in a manner requiring the payment of the claim, the Lessee shall have paid advanced the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an at no after-tax cost to any Indemnified Person; (iv) no Default or Event of Default shall have occurred and be continuing, unless the Lessee shall have provided security reasonably acceptable to the Owner Participant for the Lessee's obligation to pay any amount that would become payable if the contest were unsuccessful; and (v) prior to the commencement of any judicial proceedings (A) independent tax counsel for the Lessee shall have provided an opinion that there is a reasonable basis against for such contest and (B) the Lessee shall have acknowledged its indemnity obligation. (c) Notwithstanding anything contained in this Section 8.04 to the contrary, no Indemnified Person shall be required to contest any Taxes payable by claim (A) in the U.S. Supreme Court or (B) if the subject matter thereof shall be of a continuing or recurring nature and shall have previously been decided adversely pursuant to the contest provisions of this Section 8.04 unless there shall have been a change in the law enacted, promulgated or effective after such claim shall have been so previously decided, and such Indemnified Person shall have received an opinion of tax counsel to the Lessee, furnished at the Lessee's sole expense, to the effect that as a result of such change there is a reasonable basis for such contest. (d) Notwithstanding anything contained in this Section 8.04, an Indemnified Person shall not be required to contest or continue to contest the imposition of any Tax Indemnitee for which the Lessee is obligated to indemnify pursuant to this Article VIII if such Indemnified Person (i) shall waive in writing its rights to indemnification under this Article VIII with respect to such advance. Notwithstanding anything Tax (and any claim made by any taxing authority with respect to other taxable periods that is determined by the resolution of such claim) and (ii) shall pay to the contrary in this Section 7(b), in Lessee any Tax Indemnitee Controlled Contest amount previously paid or advanced by the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lessee, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee under this Section 7(b). The term "after-tax basis" for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lessee, such Tax Indemnitee shall pay Lessee an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee Article VIII with respect to contest, or permit Lessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Section 7(b) in respect of such claim and any other claim, or the contest of which would be adversely affectedsuch Tax other than the expenses of the conduct of such contest.

General Tax Indemnity -- Contests. At Lessee's request Lessee the Owner’s request, the Owner shall be entitled at its sole cost and expense (A) in the case of a contest involving only Taxes indemnified hereunder ("“Indemnified Taxes"”) or (B) in any proceeding involving a claim for one or more Indemnified Taxes as well as a claim for other Taxes, where the contest of the claim for Indemnified Taxes can be severed from the contest of other Taxes, to assume responsibility for and control of the contest ("Lessee “Owner Controlled Contest"”). Unless otherwise required by law, any such contest shall be conducted by and in the name of Lesseethe Owner. If a written claim shall be made against and received by any Tax Indemnitee for any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b), such Tax Indemnitee shall notify Lessee the Owner promptly of such claim (it being understood and agreed that failure to provide such notice shall not adversely affect or otherwise prejudice any Tax Indemnitee's ’s right to indemnity under this Section 7(b) except to the extent such failure has a materially adverse effect on the ability to contest such claim). If the Tax cannot be contested in a Lessee Owner Controlled Contest, upon request from Lessee the Owner within thirty (30) days after receipt of such notice, such Tax Indemnitee shall in good faith at Lessee's the Owner’s sole cost and expense contest the imposition of such Tax (a "“Tax Indemnitee Controlled Contest"”). After consulting with Lessee the Owner and Lessee's the Owner’s counsel concerning the forum in which the adjustment is most likely to be favorably resolved, such Tax Indemnitee may select in its sole discretion after considering in good faith Lessee's the Owner’s and Lessee's the Owner’s counsel recommendation the forum for such contest and determine whether any such contest shall be by (A) resisting payment of such Tax, (B) paying such Tax under protest or (C) paying such Tax and seeking a refund or other repayment thereof. Except as otherwise provided in clause (Z) below, during the pendency of a contest pursuant to this Section 7(b)(iv) Lessee the Owner may withhold payment of any Tax to the extent provided by applicable law. In no event shall such Tax Indemnitee be required, or Lessee the Owner be permitted, to contest the imposition of any Tax for which Lessee the Owner is obligated pursuant to this Section 7(b) unless (W) no Event of Default shall have occurred and be continuing (unless Lessee the Owner shall have provided security reasonably satisfactory to such Tax Indemnitee securing Lessee's the Owner’s performance of its obligations under this Section 7(b)), (X) Lessee the Owner shall have agreed to pay to such Tax Indemnitee on demand all reasonable costs and expenses on an after-tax basis that such Tax Indemnitee may incur in connection with contesting such claim (including, without limitation, all reasonable legal and accounting fees), (Y) such action to be taken will not result in a material risk of sale, forfeiture or loss of, or the creation of any Lien on, the Aircraft, the Engines or any Part, other than Permitted Liens, unless Lessee the Owner shall have provided such Tax Indemnitee security against such risk in form and amount reasonably acceptable to such Tax Indemnitee, and (Z) if such contest shall be conducted in a manner requiring the payment of the claim, Lessee the Owner shall have paid the amount required directly to the appropriate authority or made an advance of the amount thereof to such Tax Indemnitee on an interest-free basis and agreed to indemnify such Tax Indemnitee on an after-tax basis against any Taxes payable by such Tax Indemnitee with respect to such advance. Notwithstanding anything to the contrary in this Section 7(b), in any Tax Indemnitee Controlled Contest the Tax Indemnitee may not settle or agree to any claim without the prior written consent of Lesseethe Owner, and the Tax Indemnitee shall conduct any such administrative proceedings and judicial contest in good faith in an attempt to minimize the amount payable by Lessee the Owner under this Section 7(b). The term "“after-tax basis" ” for purposes of this Section 7(b) shall mean an amount which, after deduction of all Taxes required to be paid by or on behalf of the Tax Indemnitee in respect of the receipt or accrual of such amount, is equal to the payment required under the provisions of this Section 7(b) which require payments to be made on an after-tax basis. If any Tax Indemnitee shall obtain a refund of all or any part of any Tax paid by Lesseethe Owner, such Tax Indemnitee shall pay Lessee the Owner an amount equal to the amount of such refund, including interest received attributable thereto, plus any net tax benefit (or minus any net tax detriment) realized by such Tax Indemnitee as a result of any refund received and payment by such Tax Indemnitee made pursuant to this sentence. Nothing contained in this Section 7(b)(iv) shall require any Tax Indemnitee to contest, or permit Lessee the Owner to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 7(b)(iv), if such Tax Indemnitee shall waive payment by Lessee the Owner of any amount that might otherwise be payable by Lessee the Owner under this Section 7(b) in respect of such claim and any other claim, the contest of which would be adversely affected.