Common use of Notice and Contest Clause in Contracts

Notice and Contest. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such Indemnitee shall promptly after receiving such notice give notice of such claim to Owner; provided that the failure to provide such notice shall not release Owner from any of its obligations to indemnify hereunder except to the extent that such failure results in an additional Expense to Owner (in which case Owner shall not be responsible for such additional Expense) or Owner is prejudiced as a result of the failure to give such notice in a timely fashion, and no payment by Owner to an Indemnitee pursuant to this Section 7.1 shall be deemed to constitute a waiver or release of any right or remedy which Owner may have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give Owner such notice. Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as Owner has acknowledged in writing its responsibility for such Expense hereunder (provided that such acknowledgment does not apply if such Expense is covered by Section 7.1.2 or if the decision of a court or arbitrator provides that Owner is not liable hereunder), (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Owner’s sole expense, to participate therein. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the preceding provisions. Notwithstanding any of the foregoing, Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Aircraft or the Collateral, unless Owner shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee with respect to such risk or if such proceedings could entail any risk of criminal liability being imposed on such Indemnitee. Each affected Indemnitee shall supply Owner with such information reasonably requested by Owner as is necessary or advisable for Owner to control or participate in any proceeding to the extent permitted by this Section 7.1. Such Indemnitee shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Expense under this Section 7.1. Owner shall supply each affected Indemnitee with such information reasonably requested by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 7.1.

Notice and Contest. If a written claim is made against received by an Indemnitee involving one or more Expenses and such Indemnitee has notice thereofIndemnified Party for Taxes, which claim, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 7(b), such Indemnitee Indemnified Party shall promptly after receiving such notice give notice notify Lessee of such claim to Ownerwithin 15 days after its receipt; provided provided, that the failure to provide such notice shall within 15 days will not release Owner from relieve Lessee of any of its obligations to indemnify hereunder except to the extent that such failure results in an additional Expense to Owner (in which case Owner shall not be responsible for such additional Expense) or Owner is prejudiced as a result of the failure to give such notice in a timely fashion, and no payment by Owner to an Indemnitee indemnification obligation pursuant to this Section 7.1 7(b) if such failure does not preclude Lessee from exercising its contest rights hereunder. Payments due from Lessee to such Indemnified Party pursuant to this Section 7(b) shall be deemed made directly to constitute such Indemnified Party within 30 days of written demand by such Indemnified Party to Lessee. If requested by Lessee in writing (provided, that Lessee shall have furnished Indemnified Party with a waiver written opinion of Vinsxx & Xlkixx X.X.P. or release other independent counsel selected by Lessee and reasonably satisfactory to Indemnified Party to the effect that a reasonable basis in law and fact exists under ABA opinion 85-352), such Indemnified Party shall upon receipt of indemnity reasonably satisfactory to it and at the expense of Lessee (including, without limitation, all reasonable costs, expenses, losses, legal and accountants' fees, and disbursements, penalties, interest incurred in contesting such claim, and additions to tax) in good faith contest, in the name of such Indemnified Party or, if requested by Lessee, in the name of Lessee (or permit Lessee, if desired by Lessee, to contest in the name of Lessee) if permissible under applicable laws, the validity, applicability or amount of such Taxes by (i) resisting payment thereof if practicable, (ii) not paying the same except under protest, if protest shall be necessary and proper, (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, and (iv) taking such other action as is reasonably requested by Lessee from time to time. The Indemnified Party shall determine the method of any right contest and (in good faith consultation with Lessee) control the conduct thereof. Notwithstanding anything contained in this Section 7(b)(iv), an Indemnified Party will not be required to contest, or remedy which Owner may to continue to contest, the validity, applicability or amount of any Tax (or portion thereof) (w) unless Lessee shall have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give Owner such notice. Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as Owner has acknowledged in writing its responsibility for such Expense obligation to indemnify the Indemnified Party hereunder (provided that such acknowledgment in the event the Indemnified Party does not apply prevail in such contest, (x) if such Expense is covered by Section 7.1.2 or if the decision of a court or arbitrator provides that Owner is not liable hereunder), (A) contest would result in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Owner’s sole expense, to participate therein. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the preceding provisions. Notwithstanding any of the foregoing, Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the criminal penalties or any material risk of sale, forfeiture or loss of(or loss of use) of the Aircraft, the Airframe or any Engine or any Part or any interest therein, (y) if a Lease Event of Default has occurred and is continuing or (z) if the creation of any Lien claim (other than a Permitted Lien) on the Aircraft when aggregated with related or the Collateral, unless Owner shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee correlative adjustments with respect to such risk Indemnified Party) will not exceed $10,000. The Owner Participant shall not be required to appeal, or if seek leave to appeal, an adverse judicial determination with respect to such proceedings could entail Taxes to the United States Supreme Court. If an Indemnified Party contests a Tax by making a payment and seeking a refund thereof, then Lessee shall advance to such Indemnified Party, on an interest-free basis, an amount equal to the Taxes and any risk penalties, additions to tax, fines and interest thereon (which shall collectively be known, only for the purpose of criminal liability being imposed on this Section 7(b), as an "Advance") that are paid by such Indemnitee. Each affected Indemnitee shall supply Owner Indemnified Party in connection with such information reasonably requested contest. Such Advance shall be repayable to Lessee at the time and in the manner specified in the last paragraph of Section 7(b)(iii). If any Indemnified Party shall obtain a refund of all or any part of such Taxes for which an indemnity was paid by Owner as is necessary or advisable for Owner Lessee, such Indemnified Party shall pay Lessee the Notwithstanding the above provisions of this Section 7(b), any Indemnified Party in its sole discretion (by written notice to control or participate in any proceeding Lessee) may unconditionally waive its rights to the extent permitted by indemnities provided for in this Section 7.1. Such Indemnitee shall not enter into a settlement or other compromise 7(b) with respect to any Expense Taxes, and refrain from contesting, or continuing the contest of such Taxes, in which event Lessee shall have no liability to such Indemnified Party hereunder with respect to such Taxes. In addition, if an Indemnified Party shall agree to a settlement of any contest under this Section 7(b) without the prior written consent of OwnerLessee, which consent then the Indemnified Party shall not be unreasonably withheld or delayed, unless such Indemnitee waives deemed to have waived its right rights to be indemnified the indemnities provided in this Section 7(b) with respect to the subject matter of such Expense under this Section 7.1. Owner shall supply each affected Indemnitee with such information reasonably requested by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 7.1settlement.

Notice and Contest. If a written claim is made against received by an Indemnitee involving one or more Expenses and such Indemnitee has notice thereofIndemnified Party for Taxes, which claim, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 7(b), such Indemnitee Indemnified Party shall promptly after receiving such notice give notice notify Lessee of such claim to Ownerwithin 15 days after its receipt; provided provided, that the failure to provide such notice shall within 15 days will not release Owner from relieve Lessee of any of its obligations to indemnify hereunder except to the extent that such failure results in an additional Expense to Owner (in which case Owner shall not be responsible for such additional Expense) or Owner is prejudiced as a result of the failure to give such notice in a timely fashion, and no payment by Owner to an Indemnitee indemnification obligation pursuant to this Section 7.1 7(b) if such failure does not preclude Lessee from exercising its contest rights hereunder. Payments due from Lessee to such Indemnified Party pursuant to this Section 7(b) shall be deemed made directly to constitute such Indemnified Party within 30 days of written demand by such Indemnified Party to Lessee. If requested by Lessee in writing (provided, that Lessee shall have furnished Indemnified Party with a waiver written opinion of Vinsxx & Xlkixx X.X.P. or release other independent counsel selected by Lessee and reasonably satisfactory to Indemnified Party to the effect that a reasonable basis in law and fact exists under ABA opinion 85-352), such Indemnified Party shall upon receipt of indemnity reasonably satisfactory to it and at the expense of Lessee (including, without limitation, all reasonable costs, expenses, losses, legal and accountants' fees, and disbursements, penalties, interest incurred in contesting such claim, and additions to tax) in good faith contest, in the name of such Indemnified Party or, if requested by Lessee, in the name of Lessee (or permit Lessee, if desired by Lessee, to contest in the name of Lessee) if permissible under applicable laws, the validity, applicability or amount of such Taxes by (i) resisting payment thereof if practicable, (ii) not paying the same except under protest, if protest shall be necessary and proper, (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and (iv) taking such other action as is reasonably requested by Lessee from time to time. The Indemnified Party shall determine the method of any right contest and (in good faith consultation with Lessee) control the conduct thereof. Notwithstanding anything contained PARTICIPATION AGREEMENT [N604SW] -21- 27 in this Section 7(b)(iv), an Indemnified Party will not be required to contest, or remedy which Owner may to continue to contest, the validity, applicability or amount of any Tax (or portion thereof) (w) unless Lessee shall have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give Owner such notice. Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as Owner has acknowledged in writing its responsibility for such Expense obligation to indemnify the Indemnified Party hereunder (provided that such acknowledgment in the event the Indemnified Party does not apply prevail in such contest, (x) if such Expense is covered by Section 7.1.2 or if the decision of a court or arbitrator provides that Owner is not liable hereunder), (A) contest would result in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Owner’s sole expense, to participate therein. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the preceding provisions. Notwithstanding any of the foregoing, Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the criminal penalties or any material risk of sale, forfeiture or loss of(or loss of use) of the Aircraft, the Airframe or any Engine or any Part or any interest therein, (y) if a Lease Event of Default has occurred and is continuing or (z) if the creation of any Lien claim (other than a Permitted Lien) on the Aircraft when aggregated with related or the Collateral, unless Owner shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee correlative adjustments with respect to such risk Indemnified Party) will not exceed $10,000. The Owner Participant shall not be required to appeal, or if seek leave to appeal, an adverse judicial determination with respect to such proceedings could entail Taxes to the United States Supreme Court. If an Indemnified Party contests a Tax by making a payment and seeking a refund thereof, then Lessee shall advance to such Indemnified Party, on an interest-free basis, an amount equal to the Taxes and any risk penalties, additions to tax, fines and interest thereon (which shall collectively be known, only for the purpose of criminal liability being this Section 7(b), as an "Advance") that are paid by such Indemnified Party in connection with such contest. Such Advance shall be repayable to Lessee at the time and in the manner specified in the last paragraph of Section 7(b)(iii). If any Indemnified Party shall obtain a refund of all or any part of such Taxes for which an indemnity was paid by Lessee, such Indemnified Party shall pay Lessee the amount of such refund as is attributable to the Taxes for which such indemnity was paid; provided, however, that such amount shall not be payable before such time as Lessee shall have made all payments or indemnities to such Indemnified Party then due under this Section 7(b) and under the Lease. If in addition to such refund such Indemnified Party shall receive an amount representing interest on the amount of such refund, Lessee shall be paid that proportion of such interest which is fairly attributable to Taxes paid with an indemnity payment or Advance by Lessee prior to the receipt of such refund, reduced by taxes imposed on such IndemniteeIndemnified Party on receipt of such refund or interest and increased by any taxes saved by reason of the deductibility of such payment by the Indemnified Party. Each affected Indemnitee Any subsequent determination that such Indemnified Party was not entitled to all or any portion of any refund paid to Lessee shall supply Owner with such information reasonably requested by Owner be treated as is necessary or advisable for Owner a Tax indemnifiable under Section 7(b)(i) without regard to control or participate Section 7(b)(ii). Lessee shall not be deemed to be in default under any proceeding to of the extent permitted by indemnification provisions under this Section 7.17(b) so long as it or any Indemnified Party shall diligently prosecute such contest; provided, that Lessee shall nonetheless be required to pay all Advances and expenses required hereunder. Such Indemnitee shall not enter into a settlement In case any report or other compromise return is required to be made with respect to any Expense obligation of Lessee under this Section 7(b) or arising out of this Section 7(b), Lessee will either timely make such report or return in such manner as will show the ownership of the Aircraft in Owner Trustee, and send a copy of such report or return to Owner Trustee (except for any report or return that an Indemnified Party has notified Lessee that the Indemnified Party intends to file or that the Indemnified Party is required by law to file), or will notify Owner Trustee of such requirement and prepare and deliver such report or return to the Indemnified Party in such manner as shall be satisfactory to such Indemnified Party and Owner Trustee. Notwithstanding the above provisions of this Section 7(b), any Indemnified Party in its sole discretion (by written notice to Lessee) may unconditionally waive its rights to the indemnities provided for in this Section 7(b) with respect to any Taxes, and refrain from contesting, or continuing the contest of such Taxes, in which event Lessee shall have no liability to such Indemnified Party hereunder with respect to such Taxes. In addition, if PARTICIPATION AGREEMENT [N604SW] -22- 28 an Indemnified Party shall agree to a settlement of any contest under this Section 7(b) without the prior written consent of OwnerLessee, which consent then the Indemnified Party shall not be unreasonably withheld or delayed, unless such Indemnitee waives deemed to have waived its right rights to be indemnified the indemnities provided in this Section 7(b) with respect to the subject matter of such Expense settlement. Lessee agrees to consider in good faith any settlement proposal made with respect to any contest under this Section 7.1. Owner shall supply each affected Indemnitee with such information reasonably requested by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 7.17(b).

Notice and Contest. If a written claim is made against received by an Indemnitee involving one or more Expenses and such Indemnitee has notice thereofIndemnified Party for Taxes, which claim, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 7(b), such Indemnitee Indemnified Party shall promptly after receiving such notice give notice notify Lessee of such claim to Ownerwithin 30 days after its receipt; provided provided, that the failure to provide such notice shall within 30 days will not release Owner from relieve Lessee of any of its obligations to indemnify hereunder except to the extent that such failure results in an additional Expense to Owner (in which case Owner shall not be responsible for such additional Expense) or Owner is prejudiced as a result of the failure to give such notice in a timely fashion, and no payment by Owner to an Indemnitee indemnification obligation pursuant to this Section 7.1 7(b) if such failure does not preclude Lessee from exercising its contest rights hereunder. Payments due from Lessee to such Indemnified Party pursuant to this Section 7(b) shall be deemed made directly to constitute such Indemnified Party within 30 days of written demand by such Indemnified Party to Lessee. If requested by Lessee in writing (provided, that Lessee shall have furnished Indemnified Party with a waiver written opinion of Vinsxx & Xlkixx X.X.P. or release other independent counsel selected by Lessee and reasonably satisfactory to Indemnified Party to the effect that a reasonable basis in law and fact exists under ABA opinion 85-352), such Indemnified Party shall upon receipt of indemnity reasonably satisfactory to it and at the expense of Lessee (including, without limitation, all reasonable costs, expenses, losses, legal and accountants' fees, and disbursements, penalties, interest incurred in contesting such claim, and additions to tax) in good faith contest, in the name of such Indemnified Party or, if requested by Lessee, in the name of Lessee (or permit Lessee, if desired by Lessee, to contest in the name of Lessee) if permissible under applicable laws, the validity, applicability or amount of such Taxes by (i) resisting payment thereof if practicable, (ii) not paying the same except under protest, if protest shall be necessary and proper, (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, and (iv) taking such other action as is reasonably requested by Lessee from time to time. The Indemnified Party shall determine the method of any right contest and (in good faith consultation with Lessee) control the conduct thereof. Notwithstanding anything contained in this Section 7(b)(iv), an Indemnified Party will not be required to contest, or remedy which Owner may to continue to contest, the validity, applicability or amount of any Tax (or portion thereof) (w) unless Lessee shall have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give Owner such notice. Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as Owner has acknowledged in writing its responsibility for such Expense obligation to indemnify the Indemnified Party hereunder (provided that such acknowledgment in the event the Indemnified Party does not apply prevail in such contest, (x) if such Expense is covered by Section 7.1.2 or if the decision of a court or arbitrator provides that Owner is not liable hereunder), (A) contest would result in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Owner’s sole expense, to participate therein. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the preceding provisions. Notwithstanding any of the foregoing, Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the criminal penalties or any material risk of sale, forfeiture or loss of(or loss of use) of the Aircraft, the Airframe or any Engine or any Part or any interest therein, (y) if a Lease Event of Default has occurred and is continuing or (z) if the creation of any Lien claim (other than a Permitted Lien) on the Aircraft when aggregated with related or the Collateral, unless Owner shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee correlative adjustments with respect to such risk Indemnified Party) will not exceed $10,000. The Owner Participant shall not be required to appeal, or if seek leave to appeal, an adverse judicial determination with respect to such proceedings could entail any risk of criminal liability being imposed on such Indemnitee. Each affected Indemnitee shall supply Owner with such information reasonably requested by Owner as is necessary or advisable for Owner to control or participate in any proceeding Taxes to the extent permitted United States Supreme Court. If an Indemnified Party contests a Tax by making a Notwithstanding the above provisions of this Section 7.1. Such Indemnitee shall not enter into a settlement or other compromise 7(b), any Indemnified Party in its sole discretion (by written notice to Lessee) may unconditionally waive its rights to the indemnities provided for in this Section 7(b) with respect to any Expense Taxes, and refrain from contesting, or continuing the contest of such Taxes, in which event Lessee shall have no liability to such Indemnified Party hereunder with respect to such Taxes. In addition, if an Indemnified Party shall agree to a settlement of any contest under this Section 7(b) without the prior written consent of OwnerLessee, which consent then the Indemnified Party shall not be unreasonably withheld or delayed, unless such Indemnitee waives deemed to have waived its right rights to be indemnified the indemnities provided in this Section 7(b) with respect to the subject matter of such Expense under this Section 7.1. Owner shall supply each affected Indemnitee with such information reasonably requested by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 7.1settlement.

Notice and Contest. If a written claim is made against received by an Indemnitee involving one or more Expenses and such Indemnitee has notice thereofIndemnified Party for Taxes, which claim, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 7(b), such Indemnitee Indemnified Party shall promptly after receiving such notice give notice notify Lessee of such claim to Ownerwithin 30 days after its receipt; provided provided, that the failure to provide such notice shall within 30 days will not release Owner from relieve Lessee of any of its obligations to indemnify hereunder except to the extent that such failure results in an additional Expense to Owner (in which case Owner shall not be responsible for such additional Expense) or Owner is prejudiced as a result of the failure to give such notice in a timely fashion, and no payment by Owner to an Indemnitee indemnification obligation pursuant to this Section 7.1 7(b) if such failure does not preclude Lessee from exercising its contest rights hereunder. Payments due from Lessee to such Indemnified Party pursuant to this Section 7(b) shall be deemed made directly to constitute such Indemnified Party within 30 days of written demand by such Indemnified Party to Lessee. If requested by Lessee in writing (provided, that Lessee shall have furnished Indemnified Party with a waiver written opinion of Vinsxx & Xlkixx X.X.P. or release other independent counsel selected by Lessee and reasonably satisfactory to Indemnified Party to the effect that a reasonable basis in law and fact exists under ABA opinion 85-352), such Indemnified Party shall upon receipt of indemnity reasonably satisfactory to it and at the expense of Lessee (including, without limitation, all reasonable costs, expenses, losses, legal and accountants' fees, and disbursements, penalties, interest incurred in contesting such claim, and additions to tax) in good faith contest, in the name of such Indemnified Party or, if requested by Lessee, in the name of Lessee (or permit Lessee, if desired by Lessee, to contest in the name of Lessee) if permissible under applicable laws, the validity, applicability or amount of such Taxes by (i) resisting payment thereof if practicable, (ii) not paying the same except under protest, if protest shall be necessary and proper, (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, and (iv) taking such other action as is reasonably requested by Lessee from time to time. The Indemnified Party shall determine the method of any right contest and (in good faith consultation with Lessee) control the conduct thereof. Notwithstanding anything contained in this Section 7(b)(iv), an Indemnified Party will not be required to contest, or remedy which Owner may to continue to contest, the validity, applicability or amount of any Tax (or portion thereof) (w) unless Lessee shall have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give Owner such notice. Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as Owner has acknowledged in writing its responsibility for such Expense obligation to indemnify the Indemnified Party hereunder (provided that such acknowledgment in the event the Indemnified Party does not apply prevail in such contest, (x) if such Expense is covered by Section 7.1.2 or if the decision of a court or arbitrator provides that Owner is not liable hereunder), (A) contest would result in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Owner’s sole expense, to participate therein. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the preceding provisions. Notwithstanding any of the foregoing, Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the criminal penalties or any material risk of sale, forfeiture or loss of(or loss of use) of the Aircraft, the Airframe or any Engine or any Part or any interest therein, (y) if a Lease Event of Default has occurred and is continuing or (z) if the creation of any Lien claim (other than a Permitted Lien) on the Aircraft when aggregated with related or the Collateral, unless Owner shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee correlative adjustments with respect to such risk Indemnified Party) will not exceed $10,000. The Owner Participant shall not be required to appeal, or if seek leave to appeal, an adverse judicial determination with respect to such proceedings could entail Taxes to the United States Supreme Court. If an Indemnified Party contests a Tax by making a PARTICIPATION AGREEMENT [N396SW] -23- 29 payment and seeking a refund thereof, then Lessee shall advance to such Indemnified Party, on an interest-free basis, an amount equal to the Taxes and any risk penalties, additions to tax, fines and interest thereon (which shall collectively be known, only for the purpose of criminal liability being this Section 7(b), as an "Advance") that are paid by such Indemnified Party in connection with such contest. Such Advance shall be repayable to Lessee at the time and in the manner specified in the last paragraph of Section 7(b)(iii). If any Indemnified Party shall obtain a refund of all or any part of such Taxes for which an indemnity was paid by Lessee, such Indemnified Party shall pay Lessee the amount of such refund as is attributable to the Taxes for which such indemnity was paid; provided, however, that such amount shall not be payable before such time as Lessee shall have made all payments or indemnities to such Indemnified Party then due under this Section 7(b) and under the Lease. If in addition to such refund such Indemnified Party shall receive an amount representing interest on the amount of such refund, Lessee shall be paid that proportion of such interest which is fairly attributable to Taxes paid with an indemnity payment or Advance by Lessee prior to the receipt of such refund, reduced by taxes imposed on such IndemniteeIndemnified Party on receipt of such refund or interest and increased by any taxes saved by reason of the deductibility of such payment by the Indemnified Party. Each affected Indemnitee Any subsequent determination that such Indemnified Party was not entitled to all or any portion of any refund paid to Lessee shall supply Owner with such information reasonably requested by Owner be treated as is necessary or advisable for Owner a Tax indemnifiable under Section 7(b)(i) without regard to control or participate Section 7(b)(ii). Lessee shall not be deemed to be in default under any proceeding to of the extent permitted by indemnification provisions under this Section 7.17(b) so long as it or any Indemnified Party shall diligently prosecute such contest; provided, that Lessee shall nonetheless be required to pay all Advances and expenses required hereunder. Such Indemnitee shall not enter into a settlement In case any report or other compromise return is required to be made with respect to any Expense obligation of Lessee under this Section 7(b) or arising out of this Section 7(b), Lessee will either timely make such report or return in such manner as will show the ownership of the Aircraft in Owner Trustee, and send a copy of such report or return to Owner Trustee (except for any report or return that an Indemnified Party has notified Lessee that the Indemnified Party intends to file or that the Indemnified Party is required by law to file), or will notify Owner Trustee of such requirement and prepare and deliver such report or return to the Indemnified Party in such manner as shall be satisfactory to such Indemnified Party and Owner Trustee. Notwithstanding the above provisions of this Section 7(b), any Indemnified Party in its sole discretion (by written notice to Lessee) may unconditionally waive its rights to the indemnities provided for in this Section 7(b) with respect to any Taxes, and refrain from contesting, or continuing the contest of such Taxes, in which event Lessee shall have no liability to such Indemnified Party hereunder with respect to such Taxes. In addition, if an Indemnified Party shall agree to a settlement of any contest under this Section 7(b) without the prior written consent of OwnerLessee, which consent then the Indemnified Party shall not be unreasonably withheld or delayed, unless such Indemnitee waives deemed to have waived its right rights to be indemnified the indemnities provided in this Section 7(b) with respect to the subject matter of such Expense under this Section 7.1. Owner shall supply each affected Indemnitee with such information reasonably requested by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 7.1settlement.

Notice and Contest. If a written claim is made against received by an Indemnitee involving one or more Expenses and such Indemnitee has notice thereofIndemnified Party for Taxes, which claim, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 7(b), such Indemnitee Indemnified Party shall promptly after receiving such notice give notice notify Lessee of such claim to Ownerwithin 15 days after its receipt; provided provided, that the failure to provide such notice shall within 15 days will not release Owner from relieve Lessee of any of its obligations to indemnify hereunder except to the extent that such failure results in an additional Expense to Owner (in which case Owner shall not be responsible for such additional Expense) or Owner is prejudiced as a result of the failure to give such notice in a timely fashion, and no payment by Owner to an Indemnitee indemnification obligation pursuant to this Section 7.1 7(b) if such failure does not preclude Lessee from exercising its contest rights hereunder. Payments due from Lessee to such Indemnified Party pursuant to this Section 7(b) shall be deemed made directly to constitute such Indemnified Party within 30 days of written demand by such Indemnified Party to Lessee. If requested by Lessee in writing (provided, that Lessee shall have furnished Indemnified Party with a waiver written opinion of Vinsxx & Xlkixx X.X.P. or release other independent counsel selected by Lessee and reasonably satisfactory to Indemnified Party to the effect that a reasonable basis in law and fact exists under ABA opinion 85-352), such Indemnified Party shall upon receipt of indemnity reasonably satisfactory to it and at the expense of Lessee (including, without limitation, all reasonable costs, expenses, losses, legal and accountants' fees, and disbursements, penalties, interest incurred in contesting such claim, and additions to tax) in good faith contest, in the name of such Indemnified Party or, if requested by Lessee, in the name of Lessee (or permit Lessee, if desired by Lessee, to contest in the name of Lessee) if permissible under applicable laws, the validity, applicability or PARTICIPATION AGREEMENT [N620SW] -21- 27 amount of such Taxes by (i) resisting payment thereof if practicable, (ii) not paying the same except under protest, if protest shall be necessary and proper, (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings, and (iv) taking such other action as is reasonably requested by Lessee from time to time. The Indemnified Party shall determine the method of any right contest and (in good faith consultation with Lessee) control the conduct thereof. Notwithstanding anything contained in this Section 7(b)(iv), an Indemnified Party will not be required to contest, or remedy which Owner may to continue to contest, the validity, applicability or amount of any Tax (or portion thereof) (w) unless Lessee shall have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give Owner such notice. Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as Owner has acknowledged in writing its responsibility for such Expense obligation to indemnify the Indemnified Party hereunder (provided that such acknowledgment in the event the Indemnified Party does not apply prevail in such contest, (x) if such Expense is covered by Section 7.1.2 or if the decision of a court or arbitrator provides that Owner is not liable hereunder), (A) contest would result in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Owner’s sole expense, to participate therein. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the preceding provisions. Notwithstanding any of the foregoing, Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the criminal penalties or any material risk of sale, forfeiture or loss of(or loss of use) of the Aircraft, the Airframe or any Engine or any Part or any interest therein, (y) if a Lease Event of Default has occurred and is continuing or (z) if the creation of any Lien claim (other than a Permitted Lien) on the Aircraft when aggregated with related or the Collateral, unless Owner shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee correlative adjustments with respect to such risk Indemnified Party) will not exceed $10,000. The Owner Participant shall not be required to appeal, or if seek leave to appeal, an adverse judicial determination with respect to such proceedings could entail Taxes to the United States Supreme Court. If an Indemnified Party contests a Tax by making a payment and seeking a refund thereof, then Lessee shall advance to such Indemnified Party, on an interest-free basis, an amount equal to the Taxes and any risk penalties, additions to tax, fines and interest thereon (which shall collectively be known, only for the purpose of criminal liability being this Section 7(b), as an "Advance") that are paid by such Indemnified Party in connection with such contest. Such Advance shall be repayable to Lessee at the time and in the manner specified in the last paragraph of Section 7(b)(iii). If any Indemnified Party shall obtain a refund of all or any part of such Taxes for which an indemnity was paid by Lessee, such Indemnified Party shall pay Lessee the amount of such refund as is attributable to the Taxes for which such indemnity was paid; provided, however, that such amount shall not be payable before such time as Lessee shall have made all payments or indemnities to such Indemnified Party then due under this Section 7(b) and under the Lease. If in addition to such refund such Indemnified Party shall receive an amount representing interest on the amount of such refund, Lessee shall be paid that proportion of such interest which is fairly attributable to Taxes paid with an indemnity payment or Advance by Lessee prior to the receipt of such refund, reduced by taxes imposed on such IndemniteeIndemnified Party on receipt of such refund or interest and increased by any taxes saved by reason of the deductibility of such payment by the Indemnified Party. Each affected Indemnitee Any subsequent determination that such Indemnified Party was not entitled to all or any portion of any refund paid to Lessee shall supply Owner with such information reasonably requested by Owner be treated as is necessary or advisable for Owner a Tax indemnifiable under Section 7(b)(i) without regard to control or participate Section 7(b)(ii). Lessee shall not be deemed to be in default under any proceeding to of the extent permitted by indemnification provisions under this Section 7.17(b) so long as it or any Indemnified Party shall diligently prosecute such contest; provided, that Lessee shall nonetheless be required to pay all Advances and expenses required hereunder. Such Indemnitee shall not enter into a settlement In case any report or other compromise return is required to be made with respect to any Expense obligation of Lessee under this Section 7(b) or arising out of this Section 7(b), Lessee will either timely make such report or return in such manner as will show the ownership of the Aircraft in Owner Trustee, and send a copy of such report or return to Owner Trustee (except for any report or return that an Indemnified Party has notified Lessee that the Indemnified Party intends to file or that the Indemnified Party is required by law to file), or will notify Owner Trustee of such requirement and prepare and deliver such report or return Notwithstanding the above provisions of this Section 7(b), any Indemnified Party in its sole discretion (by written notice to Lessee) may unconditionally waive its rights to the indemnities provided for in this Section 7(b) with respect to any Taxes, and refrain from contesting, or continuing the contest of such Taxes, in which event Lessee shall have no liability to such Indemnified Party hereunder with respect to such Taxes. In addition, if an Indemnified Party shall agree to a settlement of any contest under this Section 7(b) without the prior written consent of OwnerLessee, which consent then the Indemnified Party shall not be unreasonably withheld or delayed, unless such Indemnitee waives deemed to have waived its right rights to be indemnified the indemnities provided in this Section 7(b) with respect to the subject matter of such Expense under this Section 7.1. Owner shall supply each affected Indemnitee with such information reasonably requested by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 7.1settlement.

Notice and Contest. If a written claim is made against received by an Indemnitee involving one or more Expenses and such Indemnitee has notice thereofIndemnified Party for Taxes, which claim, if sustained, would require the payment of an indemnity by Lessee pursuant to this Section 7(b), such Indemnitee Indemnified Party shall promptly after receiving such notice give notice notify Lessee of such claim to Ownerwithin 15 days after its receipt; provided provided, that the failure to provide such notice shall within 15 days will not release Owner from relieve Lessee of any of its obligations to indemnify hereunder except to the extent that such failure results in an additional Expense to Owner (in which case Owner shall not be responsible for such additional Expense) or Owner is prejudiced as a result of the failure to give such notice in a timely fashion, and no payment by Owner to an Indemnitee indemnification obligation pursuant to this Section 7.1 7(b) if such failure does not preclude Lessee from exercising its contest rights hereunder. Payments due from Lessee to such Indemnified Party pursuant to this Section 7(b) shall be deemed made directly to constitute such Indemnified Party within 30 days of written demand by such Indemnified Party to Lessee. If requested by Lessee in writing (provided, that Lessee shall have furnished Indemnified Party with a waiver written opinion of Vinsxx & Xlkixx X.X.P. or release other independent counsel selected by Lessee and reasonably satisfactory to Indemnified Party to the effect that a reasonable basis in law and fact exists under ABA opinion 85-352), such Indemnified Party shall upon receipt of indemnity reasonably satisfactory to it and at the expense of Lessee (including, without limitation, all reasonable costs, expenses, losses, legal and accountants' fees, and disbursements, penalties, interest incurred in contesting such claim, and additions to tax) in good faith contest, in the name of such Indemnified Party or, if requested by Lessee, in the name of Lessee (or permit Lessee, if desired by Lessee, to contest in the name of Lessee) if permissible under applicable laws, the validity, applicability or amount of such PARTICIPATION AGREEMENT [N605SW] -21- 27 Taxes by (i) resisting payment thereof if practicable, (ii) not paying the same except under protest, if protest shall be necessary and proper, (iii) if payment shall be made, using reasonable efforts to obtain a refund thereof in appropriate administrative or judicial proceedings, and (iv) taking such other action as is reasonably requested by Lessee from time to time. The Indemnified Party shall determine the method of any right contest and (in good faith consultation with Lessee) control the conduct thereof. Notwithstanding anything contained in this Section 7(b)(iv), an Indemnified Party will not be required to contest, or remedy which Owner may to continue to contest, the validity, applicability or amount of any Tax (or portion thereof) (w) unless Lessee shall have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give Owner such notice. Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as Owner has acknowledged in writing its responsibility for such Expense obligation to indemnify the Indemnified Party hereunder (provided that such acknowledgment in the event the Indemnified Party does not apply prevail in such contest, (x) if such Expense is covered by Section 7.1.2 or if the decision of a court or arbitrator provides that Owner is not liable hereunder), (A) contest would result in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Owner’s sole expense, to participate therein. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the preceding provisions. Notwithstanding any of the foregoing, Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the criminal penalties or any material risk of sale, forfeiture or loss of(or loss of use) of the Aircraft, the Airframe or any Engine or any Part or any interest therein, (y) if a Lease Event of Default has occurred and is continuing or (z) if the creation of any Lien claim (other than a Permitted Lien) on the Aircraft when aggregated with related or the Collateral, unless Owner shall have posted a bond or other security reasonably satisfactory to the relevant Indemnitee correlative adjustments with respect to such risk Indemnified Party) will not exceed $10,000. The Owner Participant shall not be required to appeal, or if seek leave to appeal, an adverse judicial determination with respect to such proceedings could entail Taxes to the United States Supreme Court. If an Indemnified Party contests a Tax by making a payment and seeking a refund thereof, then Lessee shall advance to such Indemnified Party, on an interest-free basis, an amount equal to the Taxes and any risk penalties, additions to tax, fines and interest thereon (which shall collectively be known, only for the purpose of criminal liability being this Section 7(b), as an "Advance") that are paid by such Indemnified Party in connection with such contest. Such Advance shall be repayable to Lessee at the time and in the manner specified in the last paragraph of Section 7(b)(iii). If any Indemnified Party shall obtain a refund of all or any part of such Taxes for which an indemnity was paid by Lessee, such Indemnified Party shall pay Lessee the amount of such refund as is attributable to the Taxes for which such indemnity was paid; provided, however, that such amount shall not be payable before such time as Lessee shall have made all payments or indemnities to such Indemnified Party then due under this Section 7(b) and under the Lease. If in addition to such refund such Indemnified Party shall receive an amount representing interest on the amount of such refund, Lessee shall be paid that proportion of such interest which is fairly attributable to Taxes paid with an indemnity payment or Advance by Lessee prior to the receipt of such refund, reduced by taxes imposed on such IndemniteeIndemnified Party on receipt of such refund or interest and increased by any taxes saved by reason of the deductibility of such payment by the Indemnified Party. Each affected Indemnitee Any subsequent determination that such Indemnified Party was not entitled to all or any portion of any refund paid to Lessee shall supply Owner with such information reasonably requested by Owner be treated as is necessary or advisable for Owner a Tax indemnifiable under Section 7(b)(i) without regard to control or participate Section 7(b)(ii). Lessee shall not be deemed to be in default under any proceeding to of the extent permitted by indemnification provisions under this Section 7.17(b) so long as it or any Indemnified Party shall diligently prosecute such contest; provided, that Lessee shall nonetheless be required to pay all Advances and expenses required hereunder. Such Indemnitee shall not enter into a settlement In case any report or other compromise return is required to be made with respect to any Expense obligation of Lessee under this Section 7(b) or arising out of this Section 7(b), Lessee will either timely make such report or return in such manner as will show the ownership of the Aircraft in Owner Trustee, and send a copy of such report or return to Owner Trustee (except for any report or return that an Indemnified Party has notified Lessee that the Indemnified Party intends to file or that the Indemnified Party is required by law to file), or will notify Owner Trustee of such PARTICIPATION AGREEMENT [N605SW] -22- 28 requirement and prepare and deliver such report or return to the Indemnified Party in such manner as shall be satisfactory to such Indemnified Party and Owner Trustee. Notwithstanding the above provisions of this Section 7(b), any Indemnified Party in its sole discretion (by written notice to Lessee) may unconditionally waive its rights to the indemnities provided for in this Section 7(b) with respect to any Taxes, and refrain from contesting, or continuing the contest of such Taxes, in which event Lessee shall have no liability to such Indemnified Party hereunder with respect to such Taxes. In addition, if an Indemnified Party shall agree to a settlement of any contest under this Section 7(b) without the prior written consent of OwnerLessee, which consent then the Indemnified Party shall not be unreasonably withheld or delayed, unless such Indemnitee waives deemed to have waived its right rights to be indemnified the indemnities provided in this Section 7(b) with respect to the subject matter of such Expense settlement. Lessee agrees to consider in good faith any settlement proposal made with respect to any contest under this Section 7.1. Owner shall supply each affected Indemnitee with such information reasonably requested by such Indemnitee as is necessary or advisable for such Indemnitee to control or participate in any proceeding to the extent permitted by this Section 7.17(b).

Notice and Contest. If a claim is made against an Indemnitee involving one or more Expenses and such Indemnitee has notice thereof, such An Indemnitee shall promptly after receiving such notice give notice obtaining actual knowledge thereof notify Lessee of such claim any Loss as to Ownerwhich indemnification is sought pursuant to Clause 12.1; provided that the a failure to provide such notice shall so notify will not release Owner from diminish or relieve Lessee of any obligations thereunder except (other than in the case of any Loss suffered by a Financier or its obligations to indemnify hereunder except shareholders, affiliates, directors, officers, agents, employees, successors and permitted assigns and transferees) to the extent that Lessee’s successful defense of any such failure results claimed Loss is precluded thereby. Without prejudice to the obligation of Lessee to indemnify pursuant to Clause 12.1, Lessee shall have the right to investigate and, in an additional Expense its discretion, to Owner defend or compromise (in other than with respect to a compromise of a non-monetary Loss, the compromise of which case Owner shall not be responsible may adversely affect the Indemnitee), any Loss for such additional Expense) or Owner which indemnification is prejudiced as a result of the failure to give such notice in a timely fashionsought under Clause 12.1, and no payment by Owner to an each Indemnitee pursuant to this Section 7.1 shall be deemed to constitute a waiver or release cooperate at Lessee’s cost with all reasonable requests of any right or remedy which Owner may have against such Indemnitee for any actual damages as a result of the failure by such Indemnitee to give Owner such notice. Owner shall be entitled, at its sole cost and expense, acting through counsel reasonably acceptable to the respective Indemnitee, so long as Owner has acknowledged Lessee in writing its responsibility for such Expense hereunder (connection therewith; provided that such acknowledgment does proceedings do not apply if such Expense is covered by Section 7.1.2 involve any risk of loss or if the decision forfeiture of a court or arbitrator provides that Owner is not liable hereunder), (A) in any judicial or administrative proceeding that involves solely a claim for one or more Expenses, to assume responsibility for and control thereof, (B) in any judicial or administrative proceeding involving a claim for one or more Expenses and other claims related or unrelated title to the transactions contemplated by the Operative Agreements, to assume responsibility for and control of such claim for Expenses to the extent that the same may be and is severed from such other claims Aircraft (and such Indemnitee shall use its reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee and to be allowed, at Owner’s sole expense, to participate therein. An Indemnitee may participate at its own expense and with its own counsel in any judicial proceeding controlled by Owner pursuant to the preceding provisions. Notwithstanding any of the foregoing, Owner shall not be entitled to assume responsibility for and control of any such judicial or administrative proceedings if any Event of Default shall have occurred and be continuing, if such proceedings will involve a material risk of the sale, forfeiture or loss of, or the creation of any Lien (other than a Permitted Lien) on the Aircraft or the Collateral, unless Owner Lessee shall have posted a bond or other security reasonably satisfactory to Lessor in all respects) or any risk of any civil or criminal penalty being assessed against any Indemnitee. Where Lessee or its insurers undertake the relevant defence of an Indemnitee with respect to a Loss, no additional legal fees or expenses of such risk or if such proceedings could entail any risk of criminal liability being imposed on such Indemnitee. Each affected Indemnitee shall supply Owner in connection with such information reasonably requested by Owner as is necessary or advisable for Owner to control or participate in any proceeding to the extent permitted by this Section 7.1. Such Indemnitee defence of such Loss shall not enter into a settlement or other compromise with respect to any Expense without the prior written consent of Owner, which consent shall not be unreasonably withheld or delayed, indemnified hereunder unless such Indemnitee waives its right to be indemnified with respect fees or expenses were incurred at the request of Lessee or such insurers; provided, that if in the written opinion of counsel to such Expense under this Section 7.1. Owner shall supply each affected Indemnitee with such information a conflict of interest exists or reasonably requested by such Indemnitee likely to arise and, as a result, it is necessary or advisable for such Indemnitee to control be represented by separate counsel, the reasonable fees and expenses of such separate counsel shall be borne by Lessee. Subject to the requirements of any policy of insurance, any Indemnitee may participate at its own expense (or participate at the expense of Lessee in the event of a conflict of interest as described in the immediately preceding sentence) in any judicial proceeding controlled by Lessee pursuant to the extent permitted by this Section 7.1preceding provisions, and such participation shall not constitute a waiver of the indemnification provided in Clause 12.1. Nothing in Clause 12 shall be deemed to require an Indemnitee to contest any Loss or to assume responsibility for or control of any judicial proceeding with respect thereto.