Common use of Contests Clause in Contracts

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the Lessee is liable for a payment or indemnity hereunder, such Indemnitee shall promptly give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist for the Indemnitee's position. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.

Contests. If a written claim is made against In respect of the indemnification provided under Section 7.1(a), promptly after receipt by an Indemnitee of notice of any Indemnitee for Taxes with respect to which the Lessee is liable for a payment pending or indemnity hereunderthreatened Claim, such Indemnitee shall, if a claim for indemnification in respect thereof is to be made against the Lessee, give notice thereof to the Lessee. So long as no Event of Default is continuing, the Lessee, at its own expense, may elect to assume the defense of any such Claim through its own counsel, which shall promptly give be subject to the reasonable approval of the Indemnitee, on behalf of the Indemnitee (with full right of subrogation to the Indemnitee’s rights and defenses). Lessee must indicate its election to assume such defense by written notice to the Indemnitee within thirty (30) days following receipt of Indemnitee’s notice of the Claim, or in the case of a third- party claim which requires a shorter time for response then within such shorter period as specified in the Indemnitee’s notice of Claim; provided that such Indemnitee has given the Lessee notice in writing thereof. If the Lessee denies liability or fails to respond to the notice within the time period set forth above, the Indemnitee may defend or compromise the Claim as it deems appropriate without prejudice to any of Indemnitee’s rights hereunder. If the Lessee shall have elected to assume the defense of any such claim and Claim, then upon the request of the Lessee, the Indemnitee requesting payment of indemnity under Section 7.1(a) shall promptly furnish the Lessee with copies of any requests for information from any taxing authority relating records or documents pertaining to such Taxes with respect the matter to which the Lessee may be required to indemnify hereunder; providedindemnified and, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that known by such Indemnitee, a reasonably detailed explanation of the Lessee's contest rights have been materially circumstances giving rise to the claim of indemnification and adversely impaired by the failure determination of the amount of the requested indemnity payment. Upon payment in full to provide such notice. The Indemnitee shall in good faithof any indemnity pursuant to Section 7.1(a), with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee shall be subrogated to contest any right of Indemnitee in respect of the name matter against which such indemnity has been paid. If the Lessee shall have elected to assume the defense of any such Claim, upon the written request at any time and from time to time of the Lessee, if permitted by law) Indemnitee shall, at the validityexpense of the Lessee, applicability take such reasonable actions and execute such documents as are necessary or amount reasonably appropriate to assist the Lessee in the preservation and enforcement against third parties of the Lessee’s right of subrogation hereunder. The Indemnitee may employ separate counsel in any such Claim and participate in the defense thereof, but the fees and expenses of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying counsel shall be at the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk expense of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if unless the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, and the Lessee shall have the right to participate been advised by counsel that there exists an irresolvable conflict of interest in such contest, including, among other rights, counsel’s representation of the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim Indemnitee and the right to review and approve all submissions to any governmental or other authority insofar as they relate to Lessee in which case the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) expenses of such separate counsel shall be for the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment account of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful . All reasonable out-of-pocket fees and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement expenses shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, be paid periodically as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreementsincurred. In So long as no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security not be liable for any settlement of any such Claim effected without its obligations hereunder reasonably satisfactory to consent unless the Lessee shall fail to, or elect in writing not to, assume the defense thereof in which case the Indemnitee, (iv) if without waiving any rights to indemnification hereunder, may defend such contest shall be conducted in a manner requiring payment Claim and enter into any good faith settlement thereof without the prior written consent of the claim in advance, the Lessee. Lessee shall have advanced sufficient fundsnot, on an interest free basis, without the prior written consent (not to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(dunreasonably withheld) of the CodeIndemnitee, as interpreted by the Treasury regulations thereunder, or under similar principles effect any settlement of state or foreign law (as the case may be) for contesting any such claim and (vi) the amount Claim unless such settlement includes an unconditional release of the indemnity payments Indemnitee from all liabilities that are the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years subject of such Indemnitee is at least $50,000Claim. The Indemnitee shall not appeal parties agree to cooperate in any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist for the Indemnitee's position. Nothing contained in this Section 8.04 shall require any Indemnitee to contest defense or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee settlement of any amount that might otherwise be payable by Lessee under this Article 8 such Claim and to give each other reasonable access to all information relevant thereto subject to appropriate confidentiality agreements. The parties will similarly cooperate in connection with such claimthe prosecution of any claim or lawsuit against any third party.

Contests. (a) If the Purchaser, any other Indemnitee or any affiliate thereof receives any written notice of a written claim is made against any Indemnitee pending or threatened audit, investigation, inquiry, assessment, proposed adjustment, notice of deficiency, litigation, contest or other dispute that could result in a Loss for Taxes with respect to which the Lessee Indemnitor is liable for obligated to indemnify an Indemnitee under this Indemnity Agreement (a payment or indemnity hereunder“Claim”), such Indemnitee shall the Purchaser agrees promptly give to notify the Lessee notice Indemnitor in writing of such claim Claim. (b) Upon written notice from the Indemnitor to the Purchaser within fifteen (15) days after receipt by Indemnitor of the notice referred to in Section 3(a), the Indemnitor or its designee shall have the sole right to represent the REITs in the applicable Claim at the expense of the Indemnitor, with counsel selected by the Indemnitor and in the forum selected by the Indemnitor; provided that in the case of a Claim in respect of Section 2(e), the Indemnitor or its designee shall furnish be entitled so to represent the Lessee REITs only in a controversy with copies the Internal Revenue Service (the “IRS”) for a taxable period ending on or before or that includes the date of any requests for information from any taxing authority relating Purchaser’s acquisition of the REIT Interests pursuant to the LP Agreement (the “Purchase Date”); provided that the Purchaser or its designee shall be entitled to assume such Taxes representation if upon the Purchaser’s request the Indemnitor is not able to demonstrate to the Purchaser’s reasonable satisfaction that the Indemnitor has the financial capability to satisfy its obligations hereunder with respect to which the Lessee may be required to indemnify hereunder; providedapplicable Claim. Notwithstanding the foregoing, however, that the failure of an Indemnitee to give such notice or furnish such copy Indemnitor shall not terminate be entitled to settle any controversy so conducted by the Indemnitor without the prior written consent of the rights of Purchaser (not unreasonably to be withheld, delayed or conditioned) if such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: settlement could (i) resisting payment adversely affect the tax status or liability of either REIT, any Indemnitee or any affiliate thereof if lawful and practicable for any taxable period commencing on or not paying after or that includes the same except under protest if protest is necessary and proper in each case so long as non-payment will not Purchase Date or (ii) reasonably be expected to result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; orLoss to an Indemnitee for which such Indemnitee would not be indemnified under this Indemnity Agreement. (iic) if The Purchaser or its designee shall contest any Claim not contested by the payment be madeIndemnitor or its designee pursuant to Section 3(b), using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith at the expense of any suggestion made the Indemnitor (such expenses, including reasonable legal, accounting and investigatory fees and costs, to be paid currently by the Lessee as Indemnitor), with counsel selected by the Purchaser and in the forum selected by the Purchaser upon written request therefor from the Indemnitor to the method of pursuing such contest, elects to conduct Purchaser within thirty (30) days after receipt by the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee Indemnitor of the progress of such contest; provided, however, that if the Indemnitee determines notice referred to in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussedSection 3(a) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated accompanied by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and proof reasonably satisfactory to the Lessee ("Tax Counsel") Purchaser that the Indemnitor has the financial capability to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for satisfy its obligations hereunder reasonably satisfactory with respect to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on applicable Claim along with an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, opinion in form and substance reasonably satisfactory to such Indemnitee, Purchaser of Tax Counsel, independent tax counsel or accountants of recognized standing reasonably satisfactory to the Purchaser to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority for the position that the Purchaser seeks to take in the contest of such Claim, provided that (i) the Purchaser shall not be required to pursue any appeal of a judicial decision under this Section 3(c) unless timely so requested in writing by Indemnitor and shall not be obligated to contest any Claim in the U. S. Supreme Court, and (ii) the Indemnitor shall advance to the Purchaser on an interest free basis sufficient funds to pay the applicable tax, interest, penalties and additions to tax to the extent necessary for the contest to proceed in the forum selected by the Purchaser. The Purchaser shall have the sole right to represent the REITs in any controversy with the IRS that does not constitute a Claim or that is solely with respect to taxable periods beginning after the Purchase Date and to employ counsel of its choice at its expense. The Purchaser shall (except to the extent provided in Section 3(d)) have full control over the conduct of any contest under this Section 3(c) but shall keep the Indemnitor informed as to the progress of such contest, shall provide the Indemnitor with all documents and information related to such contest reasonably requested in writing by the Indemnitor (other than tax returns (except for (i) separate company tax returns of either or both REITS or (ii) portions of tax returns that include but are not limited to either or both REITS or information therefrom compiled by the Purchaser) and other confidential information), and shall consider in good faith any suggestions made by the Indemnitor as to the conduct of such contest. Neither the Purchaser nor any REIT or any Indemnitee shall waive or extend the statute of limitations with respect to any taxable year of either REIT ending on or before or that includes the Purchase Date without the prior written consent of the Indemnitor (not unreasonably to be withheld, delayed or conditioned). (d) Purchaser shall advise Indemnitor in writing of any settlement offer made by the IRS with respect to a controversy being contested pursuant to Section 3(c). Purchaser shall not be entitled to settle or compromise, either administratively or after the commencement of litigation, any controversy conducted by it pursuant to Section 3(c) without the prior written consent of the Indemnitor (not unreasonably to be withheld, delayed or conditioned) if such settlement or compromise (i) would give rise to an obligation of Indemnitor to indemnify an Indemnitee under this Indemnity Agreement (unless Purchaser waives payment of such indemnity) or (ii) could adversely affect the liability of Indemnitor or any direct or indirect owner of Indemnitor for taxes. If the Indemnitor requests in writing that the Purchaser accept a settlement or compromise offer (other than a settlement or compromise offer that would adversely affect the status of any Indemnitee or any affiliate (other than the REITs) as a real estate investment trust for Federal income tax purposes or a settlement or compromise offer conditioned upon agreement with respect to any matter not indemnified against by Indemnitor under this Indemnity Agreement), the Purchaser shall either accept such settlement offer or agree with the Indemnitor that the liability of the Indemnitor with respect to such Claim under this Indemnity Agreement shall be limited to an amount calculated on the basis of such settlement offer. (e) Indemnitor shall pay any indemnity amount due under this Indemnity Agreement in respect of a Claim that is contested as set forth in Section 3(b) or 3(c), and Purchaser shall refund to Indemnitor any amount advanced by Indemnitor pursuant to clause (ii) of the proviso to the first sentence of Section 3(c) in excess of the portion thereof due to Purchaser under this Indemnity Agreement, within fifteen (15) Business Days (as defined in the LP Agreement) after the earlier of (i) a decision, judgment, decree or other order by any court of competent jurisdiction which has become final and is not appealed pursuant to this Indemnity Agreement, or (ii) entry into a closing agreement or other settlement agreement or compromise in connection with an administrative or judicial proceeding. Indemnitor shall pay any indemnity amount due under this Indemnity Agreement in respect of a Claim other than a Claim that is contested as set forth in Section 3(b) or 3(c) within fifteen (15) Business Days (as defined in the LP Agreement) after written demand therefor by the Purchaser accompanied by reasonable evidence of the liability for and amount of the indemnity. Late payments shall bear interest at the rate of eighteen percent (18%) per annum compounded monthly (or if less, the highest rate allowed by law). (f) Except as provided above, the Purchaser and the other Indemnitees shall have full control over any decisions in respect of contesting or not contesting any tax matter and may pursue or not pursue administrative and/or judicial remedies and conduct any contest in any manner as they may determine, in each case in their sole and absolute discretion. (g) The Parties shall use commercially reasonable efforts to mitigate any Loss, including by availing the REITs at the expense of the Indemnitor of the mitigation provisions available to real estate investment trusts under the Code. (h) Notwithstanding anything herein to the contrary, under no circumstances shall the Indemnitor be liable for any Loss: (i) incurred by any Person (as defined in the LP Agreement) other than the REITs after the earlier of (A) the day immediately prior to the last day of the calendar quarter that includes the Purchase Date or (B) the last day of the tax year of the REITs that includes the Purchase Date (regardless of when during the Survival Period such taxes are assessed by the IRS) (it being understood that any tax arising from a failure to comply with Section 856(c)(4) of the Code in any quarter is incurred no sooner than the last day of the applicable quarter); or (ii) incurred by either or both of the REITs that results from a transaction (including a transaction deemed to occur for income tax purposes) that occurs after the date which is six (6) months following the Purchase Date (regardless of when during the Survival Period such taxes are assessed by the IRS); provided, however, that Indemnitor’s liability for any Loss relating to taxes shall be determined by reference to, and shall not exceed, the RP REITs’ Tax Liability Limitation (as hereinafter defined). For purposes of this Agreement, the term “RP REITs’ Tax Liability Limitation” shall mean the tax liabilities of the REITs that would have resulted had REIT I sold its assets on the Purchase Date for the value used to determine the Purchase Payments (as defined in the LP Agreement) under the LP Agreement (such maximum tax liabilities to be determined (x) for the sake of clarity, taking into account any additional tax arising from such sale resulting from the actual failure of a REIT to qualify as a real estate investment trust within the meaning of Section 6662(d) 856 of the CodeCode on or prior to the Purchase Date, and (y) without giving effect to any items of deduction or credits unrelated to such deemed sales that such REITs would have had available to reduce their tax liabilities resulting from such sales). (i) Notwithstanding anything contained herein to the contrary, no Specified Matter shall be treated as interpreted failing to be true and correct, and therefore no such Specified Matter shall be the basis for indemnification under this Indemnity Agreement, to the extent any failure of such Specified Matter to be true and correct is the result of a breach by the Treasury regulations thereunderPartnership or any Indemnitee of any representation or covenant in any Transaction Document, including any failure by the Partnership to operate in accordance with the REIT Requirements (as defined in the LP Agreement), or under similar principles as a result of state or foreign law any Event of Default (as defined in the case may beLP Agreement). (j) The amount for contesting such claim and (vi) the amount of the indemnity payments the Lessee would which Indemnitor is otherwise liable hereunder shall be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected reduced by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist for the Indemnitee's position. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee reason of any amount liability that might otherwise be payable by Lessee under this Article 8 in connection with such claimit would not have incurred but for an Event of Default having occurred.

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the requested by Lessee is liable for a payment or indemnity hereunder, such Indemnitee shall promptly give the Lessee notice in writing within forty-five (45) days after its receipt of notice pursuant to this Section 10 of a claim against an Indemnitee, upon receipt of indemnity reasonably satisfactory to it and at the sole expense of Lessee (including, without limitation, all reasonable out-of-pocket costs and expenses, reasonable legal and accounting and investigatory fees and disbursements, additions to tax because of underpayments of estimated Taxes, losses, penalties, and interest) such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the faith contest or permit Lessee's expense, if timely requested in writing desired by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of Lessee and/or the Lessee, if permitted by law) Indemnitee the validity, applicability or amount of such Taxes by: , in the reasonable discretion of such Indemnitee (or, where the Lessee is not permitted to conduct the contest in the name of the Indemnitee, in the sole discretion of such Indemnitee), (i) resisting payment thereof if lawful practicable and practicable or legally permissible, (ii) not paying the same except under protest with funds advanced by Lessee on an interest-free basis, if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the saleproper, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or and (iiiii) if the payment be payments are made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that Lessee shall not be permitted to contest in the name of such Indemnitee if such contest involves Income Taxes imposed by a U.S. Taxing Authority, Income Taxes imposed by a Foreign Taxing Authority, or any Taxes imposed against such Indemnitee that are unrelated to the transactions contemplated by the Lease, in which event such Indemnitee determines in its sole discretion shall follow the direction of Lessee with respect to the method of pursuing that such participation will not adversely affect such Indemnitee's contest portion of any such contest that does not relate to Income Taxes unless with respect to issues that do not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax settlement of any portion of the contest involving Taxes for which indemnification is sought. Notwithstanding the preceding sentences of provided by this Section 8.0410, such direction would, in the judgment of such Indemnitee, adversely affect in a material manner interests of such Indemnitee unrelated to the transactions hereby contemplated; provided further, however, that in no event shall an Indemnitee settle such portion of any claim for which Lessee has an indemnity obligation pursuant to this Section 10 without Lessee's written consent; provided further, however, that the Indemnitee shall not be required to take undertake any contest or continue allow Lessee to contest in the name of such Indemnitee unless: (A) no Event of Default shall have occurred and be continuing, (B) prior to the commencement of any action unless contest undertaken by the Lessee or any contest undertaken by such Indemnitee with respect to which such Indemnitee is required to follow the direction of the Lessee with respect to the method of pursuing that portion of the contest that relates to the transactions hereby contemplated, the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the such Indemnitee a written acknowledgment of the Lessee's its obligation to indemnify fully such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and successful, (C) Lessee shall have provided such Indemnitee with an opinion of legal counsel reasonably acceptable to such Indemnitee to the inapplicability effect that a reasonable basis exists to contest such claim and, prior to the commencement of any exclusion appeal of an adverse administrative or defenses theretojudicial decision, with an opinion of such tax counsel to the effect that a reasonable basis exists to appeal such adverse administrative or judicial decision (which opinions shall be obtained at Lessee's sole 33 cost and expense), (D) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, Lessee shall have advanced to such Indemnitee sufficient funds (on an interest-free basis) to make such payments, provided, however, that such acknowledgement shall not preclude the Lessee shall indemnify such Indemnitee for any adverse tax consequences resulting from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates advance, (E) such proceedings do not involve any material risk or danger of the cause sale, forfeiture, or loss of such Tax and the cause, as so articulated, is not one for which Aircraft or any part thereof or the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities creation of any Lien (other than a Lien for taxes not yet due or being contested payments in good faith by appropriate proceedings, and indemnitiesfor the payment of which such reserves, if any, as are required to be provided under generally accepted accounting principles have been provided), and (F) then due in the event that the subject matter of the contest is of a continuing nature and has previously been resolved adversely pursuant to the Indemnitee hereunder or with respect to any contest provisions of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 10 and there has been a change in the imposition of any Tax for which the Lessee is obligated law (including, without limitation, amendments to indemnify any Indemnitee hereunder unless (istatutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously resolved, such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, counsel selected by such Indemnitee and reasonably satisfactory acceptable to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claimLessee, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest which opinion shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, obtained at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that, as a result of such change, it is as likely as not that the applicable circumstances position which such Indemnitee or law has changed andLessee, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be, had asserted in such previous contest would prevail. If any Indemnitee shall obtain a refund of all or any part of such Taxes (including interest, penalties, or additions thereto) for contesting paid by Lessee, such claim and (vi) Indemnitee shall pay Lessee, the amount of such refund reduced by the indemnity amount of any Taxes payable by such Indemnitee in respect of the receipt of such refund and increased by the amount of any savings realized by such Indemnitee in respect to any such Taxes by reason of deductions, credits, allocations or allowances in respect of such payment to Lessee; provided that such amount shall not be payable (x) before such time as Lessee shall have made all payments or indemnities then due to or on behalf of all Indemnitees under this Lease, (y) while an Event of Default is outstanding and continues unremedied, or (z) to the extent it exceeds the amount of all payments made by Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised Taxes. If in other taxable years addition to such refund any Indemnitee shall receive an amount representing interest on the amount of such Indemnitee refund, Lessee shall be paid that proportion of such interest which is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected fairly attributable to Taxes paid by such Indemnitee and reasonably satisfactory Lessee prior to the receipt of such refund; provided, however, that no amount shall be payable under this or the preceding sentence during any period in which an Event of Default has occurred and is continuing unremedied unless the Lease has terminated and Lessee has paid all amounts due Lessor hereunder. If any such refund or tax savings taken into account under this paragraph in Taxes is subsequently disallowed or canceled, such disallowance or cancellation shall be treated as a Tax that is indemnifiable under this Section 10 without regard to the effect that a reasonable basis continues to exist for the Indemnitee's position. Nothing contained exclusions set forth in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim10(b).

Contests. If So long as (a) no Default or Event of Default is continuing and this Lease has not been declared in default, (b) a written claim is made against contest of Taxes does not involve any danger of the sale, forfeiture or loss of the Aircraft or any interest therein, (c) Lessee has provided the relevant Indemnitee for Taxes with respect an opinion of independent tax counsel acceptable to which the Lessee is liable for a payment or indemnity hereunder, such Indemnitee shall promptly give the that a meritorious basis exists for contesting such claim, (d) Lessee notice in writing of has made adequate reserves for such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; providedTaxes, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of then such Indemnitee under this Article 8, except to the extent that the at Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and written request will at the Lessee's sole cost and expense, if timely requested in writing by the Lessee, take such actions as Lessee shall reasonably request to contest (or, at the Indemnitee's optionif permitted by Law, require the to permit Lessee to contest in the name of the Lessee, if permitted by lawsuch Indemnitee) the validity, applicability or amount of such Taxes by: (i) resisting Taxes. If such contest is to be initiated by the payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or and the creation claiming of a Lien other than a Lessor's Lien refund for, any Taxes, Lessee shall advance to the relevant Indemnitee sufficient funds (on an interest-free basis) to make such payments and shall indemnify such Indemnitee for any tax consequences resulting from such advance of funds. Although the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration relevant Indemnitee may consult in good faith with Lessee concerning the conduct of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine control the manner in conduct of all proceedings relating to any such contest which to contest such Taxes, and shall periodically is brought by or upon the Lessee's request advise the Lessee of the progress on behalf of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's . Any contest of initiated hereunder may be settled or discontinued at any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent time provided that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such relevant Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory waived any right to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist indemnification for the Indemnitee's position. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claimTaxes being contested.

Contests. If a any written claim is made against any Indemnitee or if any proceeding is commenced against any Indemnitee for any Taxes as to which Borrower may have indemnity obligation pursuant to Section 9.02(a), such Indemnitee shall notify Borrower of such claim within thirty (30) days after such Indemnitee receives notice of such claim or proceeding; provided, that failure to provide such notice to Borrower shall not affect the obligation of Borrower to provide indemnity hereunder with respect to the Taxes that are the subject of such claim or proceeding unless and except to the extent that (i) such failure (whether by adversely affecting a counterclaim or defense, or otherwise) increases the amount for which Borrower would have been liable in the absence of such failure, or (ii) such failure results in the imposition of, or an increase in the amount of, any penalties, interest, or additions to Tax related to the Tax which is the subject of such claim or proceeding. (a) reasonably satisfactory to such Indemnitee; (y) if the Indemnitee decides after consultation with Borrower to pay the Tax prior to the contest, Borrower shall provide to the Indemnitee an interest-free advance in an amount equal to the Tax which the Lessee Indemnitee is liable required to pay and shall, in such case, pay any additional amount required to hold such Indemnitee harmless against any adverse Tax consequences arising from such advance (and if such contest is finally determined adversely, the amount of such advance shall be applied against Borrower’s obligation to indemnify the Indemnitee against the Tax which is the subject of such contest); and (z) the action to be taken will not involve any risk of criminal liability on the Indemnitee or of a sale, forfeiture, or loss of any Engine Kit, or the creation of any Lien other than Liens for the Taxes being contested unless Borrower posts a bond or other security reasonably satisfactory to the Indemnitee in respect to such risk (other than in the case of a risk of criminal liability). Any contest required pursuant to the preceding paragraph shall be conducted by Borrower in the name of Borrower, if permitted by law, with respect to (i) any claim which involves only Taxes or claims for which Borrower is required to indemnify hereunder, or (ii) any claim which can be segregated and contested separately without material adverse unindemnified consequences for such Indemnitee, provided, Borrower shall have acknowledged in writing its obligation to indemnify the applicable Indemnitee with respect to such contest without regard to the exclusions in Section 9.02(a)(i) through (xi). Any other contest shall be at the control and discretion of the Indemnitee. If Borrower satisfies the conditions imposed on it in this Section 9.02(b) and an Indemnitee nevertheless fails to contest and refuses to permit Borrower to contest under and as and to the extent required by this Section 9.02(b), then Borrower shall not be obligated to indemnify such Indemnitee for such claim or for any other claim for which a successful contest is adversely affected in any material respect because of such failure to contest or to permit a contest. In addition, the Indemnitee shall not settle, concede, or compromise any contest without Borrower’s prior written consent unless the Indemnitee forgoes its right to be indemnified for such claim, and any such settlement, concession, or compromise without the prior written consent of Borrower shall constitute a waiver of such Indemnitee’s rights to indemnification hereunder with respect to such claim and any other related claim for which a successful contest is adversely affected in any material respect because of such settlement, concession, or compromise. If the settlement proposal of a claim is acceptable to the Indemnitee but is unacceptable to Borrower, Borrower shall inform such Indemnitee of the amount for which Borrower would be willing to settle such claim and such Indemnitee may accept the settlement proposal; provided, that the amount of any indemnity payment which Borrower shall be required to pay to such Indemnitee under Section 9.02(a) in respect of such claim shall not exceed the amount for which Borrower would have been willing to settle such claim. Such Indemnitee shall promptly return such portion of any amounts (including any “gross up” paid thereon, but excluding the expense of contest), previously advanced by Borrower for the payment of the Taxes which were the subject of the contest, as exceeds the amount to which Borrower did not withhold its consent. If Borrower notifies such Indemnitee that the settlement proposal is unacceptable to Borrower, the Indemnitee shall treat such notification as Borrower’s request that such Indemnitee contest such claim for Taxes, in which case Borrower’s and such Indemnitee’s rights and obligations with respect to such taxes shall be as provided in this Section 9.02(b) without regard to the settlement proposal. An Indemnitee will not be required to appeal any decision to the United States Supreme Court or indemnity hereunderany similar court in a jurisdiction outside the United States. If any Indemnitee actually obtains a refund (or would have actually received such a refund but for offset by matters not indemnifiable by Borrower under Section 9.02(a)) of all or any part of any Tax paid or reimbursed by Borrower, such Indemnitee shall promptly give pay to Borrower the Lessee notice in writing amount equal to the lesser of (x) the amount of such claim and shall furnish refund (or the Lessee with copies amount of such offset) plus any requests for information from interest thereon (less any taxing authority relating to Taxes imposed on such Taxes Indemnitee with respect to such interest) received from the relevant taxing authority (or which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except would have been received with respect to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (ian offset) resisting payment thereof if lawful and practicable or not paying plus the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith amount of any suggestion made Tax benefits realized by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation payment (and net of any net Tax detriment resulting from the receipt of the refund and interest on the refund (after giving effect to such Indemnitee’s obligations to make payments to Borrower under this sentence)), and (y) reasonable attorneys' and accountants' fees and the sum of (zi) the amount of any interest, penalty or additions such Tax payment by Borrower to tax which may ultimately be payable as the result of contesting such Taxes, Indemnitee plus (ii) delivered any interest received by such Indemnitee with respect to such refund or offset plus (iii) any other payment other than the Indemnitee a written acknowledgment expenses of the Lessee's obligation contest by Borrower to such Indemnitee theretofore made (and not theretofore repaid to Borrower) pursuant to this Section 9.02(b), it being intended that such Indemnitee shall be entitled to a net tax benefit pursuant to this Section 9.02(b) only if Borrower has been reimbursed for any payments by it to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, Section 9.02(b); provided, however, that (a) such acknowledgement amount shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in be payable before such contest is rendered which clearly articulates the cause of such Tax and the cause, time as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) Borrower shall have made all payments and or indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis owing to such Indemnitee of such advance by Borrower pursuant to the Basic Documents, (b) no Specified Default shall exist, and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vic) the amount of such payment by the indemnity Indemnitee with respect to a Tax paid or indemnified by Borrower hereunder, together with all payments previously made to Borrower by the Lessee would be required to make Indemnitee with respect to such adjustmentTax, when aggregated shall not exceed the aggregate amount paid by Borrower to the Indemnitee with similar adjustments that could be raised in respect to such Tax pursuant to Section 9.02(a) other taxable years than the expenses of the contest. Any subsequent loss or disallowance of such refund (as a result of a redetermination of the claim giving rise to such refund by any taxing authority or as a result of a judicial proceeding with respect to such claim) or tax benefit shall be treated as a Tax subject to indemnification under Section 9.02(a) without regard to the exclusions in Section 9.02(a) and the provisions of this Section 9.02(b). If an Indemnitee is at least $50,000. The receives an award of attorneys’ fees in a contest for which Borrower has paid an allocable portion of the contest expenses, such Indemnitee shall not appeal any judicial decision unless it receives an opinion pay to Borrower that portion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory award that is directly related to the Lessee issues contested with respect to a Tax indemnified under this Section 9.02, taking into account the effect that a reasonable basis continues rules applicable to exist for obtaining such an award and any decision of the Indemnitee's positioncourt in making such award. Nothing contained in this Section 8.04 9.02 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, the contest of a claim which such Indemnitee it would otherwise be required to contest pursuant to this Section 8.04, 9.02 if such Indemnitee shall waive waives payment by Lessee Borrower of (x) any amount that might otherwise be payable by Lessee Borrower under this Article 8 Section 9.02 by way of indemnity in connection with respect of such claim, and (y) any other amount that might otherwise be payable by Borrower by way of indemnification in respect of any other claim for which a successful contest is adversely affected in any material respect because of such failure to contest. In such event, such Indemnitee shall reimburse Borrower for all amounts paid by or on behalf of Borrower with respect to such non-contested claim other than the expenses of the contest.

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the Lessee is liable for a payment or indemnity hereunder, such Indemnitee shall promptly (but in any event within 30 days of receipt thereof) give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any written requests for information sent to such Indemnitee (and not the Lessee) from any taxing authority to the extent relating to such Taxes with respect to which the Lessee may be required to indemnify hereunderhereunder and with respect to which it would be necessary or beneficial to have information provided by the Lessee; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such noticenotice or copy. The Lessee may, at its option, contest in its own name or, if required by law, require the Indemnitee shall to contest in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. Notwithstanding the foregoing, the Lessee shall not be permitted or entitled to contest any such Tax in its own name unless the Tax is reflected in a report or a return of the Lessee or raised in an audit or other proceeding of the Lessee and the Lessee is allowed to directly contest such Tax under applicable law of the taxing jurisdiction provided, that if the Lessee is so permitted under applicable law to contest a Tax asserted against the Lessee and the same or similar Tax is also asserted against the Indemnitee, each of the Lessee and such Indemnitee shall conduct its contest in its own name and the Lessee and such Indemnitee will cooperate in a reasonable manner with respect to the respective contests of such Tax. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall control the contest and shall determine the manner in which to contest such Taxes, Taxes and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate be consulted in such contestgood faith with respect to any contest of claims subject to indemnification hereunder, including, among other rights, the right to attend including governmental or and judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve be consulted in good faith regarding the relevant portions of all related submissions to any governmental or other authority insofar as they relate authority, provided, however, that the Lessee shall be permitted to the Tax participate in any such contest only (x) with respect to issues that can be separated on audit from any Taxes for which the Lessee is not required to indemnify the Indemnitee hereunder, and (y) if the Indemnitee shall have determined that in its judgment, exercised in its sole discretion, neither such participation nor the separation of issues will adversely affect the Indemnitee. The Indemnitee will not settle a contest that results in a final determination without consent of the Lessee, unless the Indemnitee waives its right to indemnification is soughtwith respect to such contest and any related contest. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand a current basis and on an After-Tax Basis for any liability or the after-tax cost of all reasonable expense fees and expenses (including reasonable attorneys' fees and accountants' fees) which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative AgreementsAgreements and (iii) acknowledged in writing the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful, unless it is reasonably clear from the resolution of the contest that an exclusion set forth in Section 8.01(b) hereof applies. In no event shall such Indemnitee be required or the Lessee be permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counselreceived, at the Lessee's expense, selected by an opinion of its tax counsel, such Indemnitee and counsel to be reasonably satisfactory to the Lessee ("Tax Counsel") ), to the effect that there exists a reasonable basis exists for contesting such claim, (ii) such Indemnitee (and, if such Indemnitee is not the Owner Participant, the Owner Participant and such Indemnitee) shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if a Payment Default, Bankruptcy Default or an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and advance, (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, received at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, Counsel to the effect that the applicable circumstances or law has changed and, and that in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least exceeds $50,000; provided, that in the event that such Indemnitee is not required under this paragraph to contest any Tax liability for which the Lessee is obligated to indemnify any Indemnitee, the Lessee may contest such Tax liability in the name of the Lessee, if permitted by law. The Lessee may appeal or require the Indemnitee shall not to appeal any judicial decision unless it receives an opinion provided the foregoing requirements of independent tax counselthis Section 8.04 are met and the Indemnitee shall have received, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee an opinion of Tax Counsel, to the effect that a reasonable basis continues to exist there is substantial authority for the Indemnitee's positionsuch appeal. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the requested by Lessee is liable for a payment or indemnity hereunder, such Indemnitee shall promptly give the Lessee notice in writing within forty-five (45) days after its receipt of notice pursuant to this Section 10 of a claim against an Indemnitee, upon receipt of indemnity reasonably satisfactory to it and at the sole expense of Lessee (including, without limitation, all reasonable out-of-pocket costs and expenses, reasonable legal and accounting and investigatory fees and disbursements, additions to tax because of underpayments of estimated Taxes, losses, penalties, and interest) such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the faith contest or permit Lessee's expense, if timely requested in writing desired by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of Lessee and/or the Lessee, if permitted by law) Indemnitee the validity, applicability or amount of such Taxes by: , in the reasonable discretion of such Indemnitee (or, where the Lessee is not permitted to conduct the contest in the name of the Indemnitee, in the sole discretion of such Indemnitee), (i) resisting payment thereof if lawful practicable and practicable or legally permissible, (ii) not paying the same except under protest with funds advanced by Lessee on an interest-free basis, if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the saleproper, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or and (iiiii) if the payment be payments are made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that Lessee shall not be permitted to contest in the name of such Indemnitee if such contest involves Income Taxes imposed by a U.S. Taxing Authority, Income Taxes imposed by a Foreign Taxing Authority, or any Taxes imposed against such Indemnitee that are unrelated to the transactions contemplated by the Lease, in which event such Indemnitee determines in its sole discretion shall follow the direction of Lessee with respect to the method of pursuing that such participation will not adversely affect such Indemnitee's contest portion of any such contest that does not relate to Income Taxes unless with respect to issues that do not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax settlement of any portion of the contest involving Taxes for which indemnification is sought. Notwithstanding the preceding sentences of provided by this Section 8.0410, such direction would, in the judgment of such Indemnitee, adversely affect in a material manner interests of such Indemnitee unrelated to the transactions hereby contemplated; provided further, however, that in no event shall an Indemnitee settle such portion of any claim for which Lessee has an indemnity obligation pursuant to this Section 10 without Lessee's written consent; provided further, however, that the Indemnitee shall not be required to take undertake any contest or continue allow Lessee to contest in the name of such Indemnitee unless: (A) no Event of Default shall have occurred and be continuing, (B) prior to the commencement of any action unless contest undertaken by the Lessee or any contest undertaken by such Indemnitee with respect to which such Indemnitee is required to follow the direction of the Lessee with respect to the method of pursuing that portion of the contest that relates to the transactions hereby contemplated, the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the such Indemnitee a written acknowledgment of the Lessee's its obligation to indemnify fully such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and successful, (C) Lessee shall have provided such Indemnitee with an opinion of legal counsel reasonably acceptable to such Indemnitee to the inapplicability effect that a reasonable basis exists to contest such claim and, prior to the commencement of any exclusion appeal of an adverse administrative or defenses theretojudicial decision, with an opinion of such tax counsel to the effect that a reasonable basis exists to appeal such adverse administrative or judicial decision (which opinions shall be obtained at Lessee's sole 33 <PAGE> cost and expense), (D) if such contest is to be initiated by the payment of, and the claiming of a refund for, such Taxes, Lessee shall have advanced to such Indemnitee sufficient funds (on an interest-free basis) to make such payments, provided, however, that such acknowledgement shall not preclude the Lessee shall indemnify such Indemnitee for any adverse tax consequences resulting from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunderadvance, (iiiE) made all payments and indemnities such proceedings do not involve any material risk or danger of the sale, forfeiture, or loss of the Aircraft or any part thereof or the creation of any Lien (other than a Lien for taxes not yet due or being contested payments in good faith by appropriate proceedings, and indemnitiesfor the payment of which such reserves, if any, as are required to be provided under generally accepted accounting principles have been provided), and (F) then due in the event that the subject matter of the contest is of a continuing nature and has previously been resolved adversely pursuant to the Indemnitee hereunder or with respect to any contest provisions of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 10 and there has been a change in the imposition of any Tax for which the Lessee is obligated law (including, without limitation, amendments to indemnify any Indemnitee hereunder unless (istatutes or regulations, administrative rulings and court decisions) after such claim shall have been so previously resolved, such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, counsel selected by such Indemnitee and reasonably satisfactory acceptable to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claimLessee, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest which opinion shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, obtained at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that, as a result of such change, it is as likely as not that the applicable circumstances position which such Indemnitee or law has changed andLessee, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be, had asserted in such previous contest would prevail. If any Indemnitee shall obtain a refund of all or any part of such Taxes (including interest, penalties, or additions thereto) for contesting paid by Lessee, such claim and (vi) Indemnitee shall pay Lessee, the amount of such refund reduced by the indemnity amount of any Taxes payable by such Indemnitee in respect of the receipt of such refund and increased by the amount of any savings realized by such Indemnitee in respect to any such Taxes by reason of deductions, credits, allocations or allowances in respect of such payment to Lessee; provided that such amount shall not be payable (x) before such time as Lessee shall have made all payments or indemnities then due to or on behalf of all Indemnitees under this Lease, (y) while an Event of Default is outstanding and continues unremedied, or (z) to the extent it exceeds the amount of all payments made by Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised Taxes. If in other taxable years addition to such refund any Indemnitee shall receive an amount representing interest on the amount of such Indemnitee refund, Lessee shall be paid that proportion of such interest which is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected fairly attributable to Taxes paid by such Indemnitee and reasonably satisfactory Lessee prior to the receipt of such refund; provided, however, that no amount shall be payable under this or the preceding sentence during any period in which an Event of Default has occurred and is continuing unremedied unless the Lease has terminated and Lessee has paid all amounts due Lessor hereunder. If any such refund or tax savings taken into account under this paragraph in Taxes is subsequently disallowed or canceled, such disallowance or cancellation shall be treated as a Tax that is indemnifiable under this Section 10 without regard to the effect that a reasonable basis continues to exist for the Indemnitee's positionexclusions set forth in Section 10(b). Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.(h)

Contests. If (a) Except as provided in Section 9.4, if a written claim is shall be made against and received by any Indemnitee for Taxes with respect to any Tax for which the Lessee is liable for a payment or indemnity hereunderobligated to indemnify pursuant to this Section 9.3, such Indemnitee shall promptly give the notify Lessee notice in writing of such claim within 30 days after its receipt, and shall furnish the provide Lessee with copies of any requests for such information from any taxing authority relating to regarding such Taxes with respect to which the claim as Lessee may be required to indemnify hereunderreasonably request; provided, however, that the failure of an Indemnitee to give provide such notice or furnish within such copy 30 days shall not terminate release Lessee from any of the rights of such Indemnitee its obligations to indemnify under this Article 8Section 9 unless, except and only to the extent that that, such failure has a material adverse effect on the conduct of such contest. To the extent permitted under applicable Law, such Indemnitee will not make any payments with respect to such claim for at least 30 days after giving notice of such claim to Lessee's contest rights have been materially and adversely impaired . (b) If requested by the failure to provide Lessee in writing within 30 days after its receipt of such notice. The , such Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (orshall, at the Indemnitee's optionexpense of Lessee and subject to subsection (c) below, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: , in the case of an "Indemnitee-Controlled Contest" (iwhich shall mean any contest other than a Lessee-Controlled Contest (as defined below)), in such Indemnitee's sole discretion or, in the case of a "Lessee-Controlled Contest" (which shall mean any contest which such Indemnitee agrees in its sole discretion to allow Lessee to control or involving only Taxes with respect to which participation by neither the Indemnitee nor any Affiliate of the Indemnitee is required (it being understood that any contest involving Taxes in the nature of Income Taxes or any contest conducted in the name of such Indemnitee is a contest requiring the participation of such Indemnitee) and no tax return of the Indemnitee or any of its Affiliates is held open with respect to which any Indemnitee may reasonably be viewed as having an actual or potential material liability for Taxes not indemnified against by Lessee), in Lessee's sole discretion, resisting payment thereof if lawful and practicable or practicable, not paying the same such Tax except under protest protest, if protest is necessary and proper in each case so long as non-proper, if payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be such Tax is made, using reasonable efforts to obtain a refund thereof thereof, in appropriate administrative and judicial proceedings. If , and in the case of an Indemnitee-Controlled Contest, after reasonable discussion with the Lessee and consideration considering in good faith any other reasonable action as Lessee and Lessee's counsel may reasonably request. Each -------- * Confidential Indemnitee shall consult in good faith with Lessee and Lessee's counsel concerning the forum in which the contest is most likely to be favorably resolved and whether such contest shall be by (x) resisting payment of any suggestion made by such Tax, (y) paying such Tax under protest or (z) paying such Tax and seeking a refund or other repayment thereof. In the Lessee as to the method case of pursuing such contest, elects to conduct the contestan Indemnitee-Controlled Contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the (i) keep Lessee of reasonably informed regarding the progress of such contest; provided, however, that if and (ii) consult with Lessee in good faith regarding the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result manner of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses theretoclaim, provided, however, that such acknowledgement the Indemnitee shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in have ultimate control over such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or its decisions with respect to such contest shall be conclusive and binding. If requested to do so by Lessee, the Indemnitee shall appeal any of the transactions contemplated by adverse administrative or under the Operative Agreements. judicial decision, [*] (c) In no event shall such an Indemnitee be required required, or the Lessee permitted be permitted, to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated pursuant to indemnify any Indemnitee hereunder this Section 9.3 or Section 9.4 hereof unless (i) Lessee shall have agreed to pay and shall promptly on request pay on an After-tax Basis all reasonable out of pocket costs and expenses that such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for incurs in contesting such claimclaim or arising out of or relating to such contest and which are reasonably allocable to such claim (including legal fees and disbursements, including those on appeal, if any); (ii) (unless Lessee has provided to the relevant Indemnitee a bond or other security in form and substance acceptable to such Indemnitee shall have determined that in its sole discretion) such contest will is not reasonably likely to result in any a material risk danger of lossthe sale, sale seizure, forfeiture or forfeiture ofloss of the Aircraft, or the creation of a any Lien (thereon other than Lessor's Liens) onLiens for Taxes either not yet due or being contested in good faith by appropriate proceedings and for which such reserves, the Aircraft or any part thereof or interest thereon or in a risk of criminal liabilityif any, or adversely affect the Trust Indenture Estate, as are required to be provided under GAAP have been provided by Lessee; (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring the payment of the claim in advanceclaim, the Lessee shall have advanced sufficient funds, on an interest interest-free basis, to make the payment required, and shall have agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an Afterafter-Tax Basis cost to such Indemnitee of such advance and advance; (viv) if requested by the issue shall not be the same as an issue previously contested hereunder and decided adverselyIndemnitee in writing, unless the such Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives received an opinion of independent tax counsel, Tax counsel selected by Lessee and reasonably acceptable to such Indemnitee and furnished at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee expense to the effect that a reasonable "Realistic Possibility of Success" (which shall mean the standard upon which an attorney may properly advise the taking of a position on a tax return as set forth in ABA Formal Opinion 85-352) exists for contesting such claim (or, in the case of an appeal of an adverse judicial determination, a written opinion from such independent Tax counsel to the effect there is a Realistic Possibility of Success such adverse judicial determination will be reversed or substantially modified); (v) Lessee shall have delivered to such Indemnitee a written acknowledgment of Lessee's obligation to indemnify such Indemnitee to the extent that the contest is not successful, provided, however, that Lessee will not be bound by its acknowledgment of liability if the contest is resolved on a clear and unambiguous basis continues showing no such liability under this Section 9.3 or Section 9.4 hereof with respect to exist such Tax; (vi) if a Lease Event of Default shall have occurred and be continuing, Lessee shall have provided security for its obligation hereunder satisfactory to the Indemnitee by placing in escrow sufficient funds to cover any such contested Tax and the reasonably expected expenses of such contest on an After-tax Basis, or otherwise providing satisfactory (as determined in such Indemnitee's positionsole discretion) provisions for payment of such amounts; (vii) the aggregate amount of all indemnity payments that Lessee may be required to make to such Indemnitee with respect to such claim (or similar or related claims) is at least $10,000 [*] and (viii) the claim is not for a Tax the imposition of which has been previously contested by Lessee hereunder, and such previous contest (including all allowable appeals) was decided adversely to Lessee, unless Lessee has delivered an opinion of independent Tax counsel selected by Lessee and reasonably -------- * Confidential acceptable to the Indemnitee to the effect that, on the basis of (x) a change in applicable Law, or (y) a difference in the underlying facts, there is currently a Realistic Possibility of Success for contesting such claim. (d) With respect to any Indemnitee [*], if such Indemnitee shall obtain a refund of all or any part of any Tax paid, advanced or indemnified by Lessee (or of an amount which otherwise would have been a refund was used to offset another liability of such Indemnitee not indemnified by Lessee hereunder (an "Applied Amount")), such Indemnitee shall pay Lessee, but not before Lessee shall have made all payments theretofore due to such Indemnitee pursuant to this Section 9.3 and any other payments theretofore due to such Indemnitee under any of the Operative Agreements, an amount equal to the amount of such refund (or such Applied Amount), including interest received or credited and attributable thereto plus, if Lessee has paid an amount pursuant to the first sentence of Section 9.3.3(a), any net Tax benefit (or minus any net Tax detriment) realized by such Indemnitee as a result of any refund (or Applied Amount) received, and payment made, by such Indemnitee pursuant to this sentence, provided that the Indemnitee shall not be obligated to pay any amount under the preceding sentence to the extent that such amount (other than that portion attributable to interest) would exceed the amount of Taxes paid, reimbursed or advanced by Lessee to such Indemnitee plus any other payment in respect of such Taxes paid, reimbursed or advanced, provided, further, that any amount not paid to Lessee pursuant to the foregoing limitation shall be carried forward to reduce pro tanto any future payments that Lessee may be required to make to such Indemnitee pursuant to this Section 9.3. If any Indemnitee shall have paid Lessee any refund (or Applied Amount) of all or part of any Tax paid by Lessee and it is subsequently determined pursuant to a contest conducted in accordance with Section 9.3.4 that such Indemnitee was not entitled to the refund, such determination shall be treated as the imposition of a Tax for which Lessee is obligated to indemnify such Indemnitee pursuant to the provisions of this Section 9.3 subject to the exclusions set forth in Section 9.3.2. With respect to an Indemnitee [*], if an Indemnitee receives an award of attorneys fees in a contest for which the Lessee has paid an allocable portion of the contest expenses, such Indemnitee shall pay to the Lessee the same proportion of the amount of such award as the amount of such Indemnitee's attorneys fees paid or reimbursed by the Lessee bears to the total amount of attorneys fees actually incurred by such Indemnitee in conducting such contest, up to the amount of attorneys fees paid or borne by the Lessee in connection with such contest. With respect to an Indemnitee [*], an Indemnitee shall have the right to settle or compromise a contest that it is otherwise required to pursue pursuant to this Section 9.3.4 if the applicable Indemnitee has provided Lessee a reasonable opportunity to review a copy of that portion of the settlement or compromise proposal which relates to the Tax for which the applicable Indemnitee is seeking indemnification hereunder; provided that, if (i) the applicable Indemnitee fails to provide the Lessee such a reasonable opportunity to review such portion of such proposal or (ii) after such reasonable opportunity to review such proposal the Lessee in writing reasonably withholds its consent to all or part of such settlement or compromise proposal, the Lessee shall not be obligated to indemnify such Indemnitee hereunder to the extent of the amount attributable to the Tax to which such settlement or compromise relates as to which the Lessee has reasonably withheld its consent and with respect to any other Tax for which a successful contest is foreclosed because of such settlement or compromise as to which the Lessee has withheld its consent. If the applicable Indemnitee effects a settlement or compromise of such contest, notwithstanding that the Lessee has reasonably withheld its consent thereto, such Indemnitee shall repay to the Lessee such amounts theretofore advanced by the -------- * Confidential Lessee pursuant to this Section 9.3.4 and the amount of any Tax subject to such contest paid or reimbursed by Lessee, to the extent the Lessee has reasonably withheld its consent to the settlement or compromise thereof (together with interest at the rate applicable to refunds of such Tax on any such amount paid by the Lessee from the date paid by the Lessee to the date repaid by such Indemnitee). (e) [*] if [*] Lender shall obtain a refund of all or any part of any Tax paid, advanced or indemnified by Lessee (or if an amount which otherwise would have been a refund was used to offset another liability of the Lender not indemnified by Lessee hereunder (an "Applied Amount")), such Lender shall pay Lessee, but not before Lessee shall have made all payments theretofore due to the Lender pursuant to this Section 9.3 and any other payments theretofore due the Lender under any of the Operative Agreements, an amount equal to the amount of such refund (or such Applied Amount), including interest received or credited and attributable thereto plus, if Lessee has paid an amount pursuant to the first sentence of Section 9.3.3(a), any net Tax benefit (or minus any net Tax detriment) realized by such Lender as a result of any refund (or Applied Amount) received, and payment made, by such Lender pursuant to this sentence, provided that such Lender shall not be obligated to pay any amount under the preceding sentence [*] and (ii) to the extent that such amount (other than that portion attributable to interest) would exceed the amount of Taxes paid, reimbursed or advanced by Lessee to such Lender plus any other payment in respect of such Taxes paid, reimbursed or advanced. If such Lender shall have paid Lessee any refund (or Applied Amount) of all or part of any Tax paid by Lessee and it is subsequently determined pursuant to a contest conducted in accordance with Section 9.3.4 that the Lender was not entitled to the refund, such determination shall be treated as the imposition of a Tax for which Lessee is obligated to indemnify the Lender pursuant to the provisions of this Section 9.3. If such Lender receives an award of attorneys fees in a contest for which the Lessee has paid an allocable portion of the contest expenses, the Lender shall pay [*] to the Lessee the same proportion of the amount of such award as the amount of the Lender's attorneys fees paid or reimbursed by the Lessee bears to the total amount of attorneys fees actually incurred by the Lender in conducting such contest, up to the amount of attorneys fees paid or borne by the Lessee in connection with such contest. (f) Nothing contained in this Section 8.04 9.3.4 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contestcontest in the name of such Indemnitee, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, 9.3.4 if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 Section 9.3 in connection with such claimclaim (and any other claim for which a successful contest would be foreclosed because of the absence of, or the failure to pursue, such contest) and promptly [*] pay Lessee an amount equal to all funds advanced with respect to such contest by Lessee.

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the Lessee is liable for a payment or indemnity hereunder, such Indemnitee shall promptly give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist for the Indemnitee's position. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the Lessee is liable for a payment or indemnity hereunder, such Indemnitee shall promptly (but in any event within 30 days of receipt thereof) give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any written requests for information sent to such Indemnitee (and not the Lessee) from any taxing authority to the extent relating to such Taxes with respect to which the Lessee may be required to indemnify hereunderhereunder and with respect to which it would be necessary or beneficial to have information provided by the Lessee; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except (a) to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such noticenotice or copy or (b) to the extent that such failure results in the imposition of, or an increase in the amount of, any penalties, interest or additions to Tax related to the Tax which is the subject of such claim or proceeding. The Lessee may, at its option, contest in its own name or, if required by law, require the Indemnitee shall to contest in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Permitted Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. Notwithstanding the foregoing, the Lessee shall not be permitted or entitled to contest any such Tax in its own name unless the Tax is reflected in a report or a return of the Lessee or raised in an audit or other proceeding of the Lessee and the Lessee is allowed to directly contest such Tax under applicable law of the taxing jurisdiction provided, that if the Lessee is so permitted under applicable law to contest a Tax asserted against the Lessee and the same or similar Tax is also asserted against the Indemnitee, each of the Lessee and such Indemnitee shall conduct its contest in its own name and the Lessee and such Indemnitee will cooperate in a reasonable manner with respect to the respective contests of such Tax. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall control the contest and shall determine the manner in which to contest such Taxes, Taxes and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate be consulted in such contestgood faith with respect to any contest of claims subject to indemnification hereunder, including, among other rights, the right to attend including governmental or and judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve be consulted in good faith regarding the relevant portions of all related submissions to any governmental or other authority insofar as they relate authority, provided, however, that the Lessee shall be permitted to participate in any such contest only (x) with respect to issues that can be separated on audit from any Taxes for which the Lessee is not required to indemnify the Indemnitee hereunder, and (y) if the Indemnitee shall have determined that in its judgment, exercised in its sole discretion, neither such participation nor the separation of issues will adversely affect the Indemnitee. Notwithstanding the foregoing provisions of this paragraph, if the Lessee acknowledges in writing its liability to the Tax Indemnitee hereunder with respect to the Taxes subject to the contest if the contest is resolved adversely, the Lessee shall control such contest. If the Lessee satisfies the conditions imposed on it in this Section 8.04 and an Indemnitee nevertheless fails to contest and refuses to permit the Lessee to contest under and as and to the extent required by this Section 8.04, then the Lessee shall not be obligated to indemnify such Indemnitee for such claim or for any other claim for which a successful contest is adversely affected because of such failure to contest or to permit a contest. The Indemnitee will not settle a contest that results in a final determination without consent of the Lessee, unless the Indemnitee waives its right to indemnification with respect to such contest and any related contest. Any such settlement, concession, or compromise without the prior written consent of the Lessee shall constitute a waiver of such Indemnitee's rights to indemnification hereunder with respect to such claim and any other claim for which a successful contest is soughtadversely affected because of such settlement, concession, or compromise. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand a current basis and on an After-Tax Basis for any liability or all reasonable expense fees and expenses (including reasonable attorneys' fees and accountants' fees) which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees Taxes, and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee be permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counselreceived, at the Lessee's expense, an opinion of tax counsel selected by the Lessee, such Indemnitee and counsel to be reasonably satisfactory to the Lessee Indemnitee ("Tax Counsel") ), to the effect that there exists a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Permitted Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of a Specified Default shall have occurred and be continuingexists, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance advance, and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, received at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, Counsel to the effect that the applicable circumstances or law has changed and, and that in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) claim; provided, that in the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments event that could be raised in other taxable years of such Indemnitee is at least $50,000not required under this paragraph to contest any Tax liability for which the Lessee is obligated to indemnify any Indemnitee, the Lessee may contest such Tax liability in the name of the Lessee, if permitted by law. The Lessee may appeal or require the Indemnitee shall not to appeal any judicial decision unless it receives an opinion provided the foregoing requirements of independent tax counselthis Section 8.04 are met and the Indemnitee shall have received, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee an opinion of Tax Counsel, to the effect that a reasonable basis continues to exist there is substantial authority for the Indemnitee's positionsuch appeal. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.

Contests. (a) Nothing in this Agreement shall be construed to prevent UpREIT from contesting, through its Tax Matters Partner in accordance with the Partnership Agreement as part of the unified audit of the UpREIT, any claim in respect of any "partnership" item of the UpREIT that, if successful, would result in an Income Inclusion (a "Partnership Level Issue"). (b) If UpREIT contests a written claim Partnership Level Issue that, if successful, would result in an Income Inclusion, UpREIT's liability for indemnification under Section 4 hereof (other than reasonable costs and expenses described in Section 6(f) of the Agreement) shall, at UpREIT's election, be deferred until thirty (30) days after a Final Determination of such ▇▇▇▇▇ Indemnitee's federal income tax liability in respect of an Income Inclusion. (c) If any audit or proceeding involving an indemnifiable adjustment is made against any Indemnitee for Taxes with respect being conducted in a proceeding involving such ▇▇▇▇▇ Indemnitee, which cannot be transferred to which the Lessee is liable for UpREIT as a payment or indemnity hereunderpartnership item (a "▇▇▇▇▇ Level Issue"), such ▇▇▇▇▇ Indemnitee shall hereby agrees (i) promptly give the Lessee notice to notify UpREIT in writing of such claim adjustment (and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an such ▇▇▇▇▇ Indemnitee to give such notice or furnish such copy so notify UpREIT shall not terminate preclude any of the rights of such Indemnitee under this Article 8, except indemnity hereunder to the extent that the LesseeUpREIT's right to effect its contest rights have hereunder has been materially precluded by such failure), and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts upon UpREIT's delivery to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment opinion of the Lessee's obligation nationally recognized tax counsel reasonably acceptable to such ▇▇▇▇▇ Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that there is a reasonable Realistic Possibility of Success upon contest of such ▇▇▇▇▇ Level Issue, such ▇▇▇▇▇ Indemnitee will contest that adjustment by filing a protest and administrative appeal and prosecuting the same in good faith; provided, however, that such ▇▇▇▇▇ Indemnitee will not be obligated to pursue an administrative appeal if such ▇▇▇▇▇ Indemnitee instead pursues relief in Tax Court or a court having refund jurisdiction. (d) If, within 30 days following the failure of such administrative proceedings with respect to a ▇▇▇▇▇ Level Issue, UpREIT delivers to a ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that there is a Realistic Possibility of Success if the proposed adjustment is presented to a court for resolution, then such ▇▇▇▇▇ Indemnitee will contest the proposed adjustment in good faith in the Tax Court or by paying the tax (and any applicable interest and penalties) and suing for refund in the Court of Federal Claims or appropriate Federal District Court. If, within 30 days following a final adverse decision of such court with respect to such ▇▇▇▇▇ Level Issue, UpREIT delivers to such ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that it is more likely than not that such decision would be reversed on appeal, then such ▇▇▇▇▇ Indemnitee will appeal such decision to the appropriate Federal Court of Appeals. With respect to any of the above-described proceedings, such ▇▇▇▇▇ Indemnitee will keep UpREIT and its counsel informed as to the progress of such proceedings, give UpREIT and its counsel the opportunity to review and comment in advance on all written submissions and filings relevant to indemnifiable issues (after making appropriate redactions to preserve the confidentiality of the such ▇▇▇▇▇ Indemnitee return as to other issues), and consider in good faith any suggestions made by UpREIT or its counsel. (e) Such ▇▇▇▇▇ Indemnitee shall present any settlement offer provided to such ▇▇▇▇▇ Indemnitee pursuant to a ▇▇▇▇▇ Level Issue to UpREIT. If UpREIT recommends acceptance of a settlement offer of a ▇▇▇▇▇ Level Issue or if the Tax Matters Partner recommends acceptance of a settlement offer in respect of a Partnership Level Issue, but such ▇▇▇▇▇ Indemnitee declines to accept such offer in writing within 30 days (if such ▇▇▇▇▇ Indemnitee does not respond within 30 days, such lack of response shall be treated as acceptance of UpREIT's or the Tax Matters Partner's recommendation, respectively), (1) the obligation of UpREIT to make indemnity payments as the result of any such contest or proceedings shall not thereafter exceed the obligation that it would have had if such contest had been settled or proceeding terminated on the basis exists recommended by UpREIT or the Tax Matters Partner, as applicable, and (2) in the case of a ▇▇▇▇▇ Level Issue, UpREIT shall have no further liability for contesting costs or other expenses in respect of such claimcontest. (f) Notwithstanding the foregoing, such ▇▇▇▇▇ Indemnitee will have no obligation to contest any action with respect to a ▇▇▇▇▇ Level Issue (i) unless such items could give rise to a federal income tax liability (disregarding other items in the assessment and considering effects in future years) in excess of $__________ , (ii) such Indemnitee shall have determined that such contest will not result without UpREIT paying when due, reasonable third-party costs and out-of-pocket expenses including reasonable legal, witness and accounting fees and other expenses and, in any material risk the case of loss, sale proceedings before the Court of Federal Claims or forfeiture of, or the creation of a Lien (other than Lessor's Liens) onFederal District Court, the Aircraft or amount of tax (and any part thereof or applicable interest thereon or in a risk of criminal liabilityand penalties) for which refund is claimed, or adversely affect the Trust Indenture Estate, and (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if extent such contest shall be conducted ▇▇▇▇▇ Indemnitee waives in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed writing UpREIT's obligation to indemnify the such ▇▇▇▇▇ Indemnitee against for such items, in which case all third-party costs and out-of-pocket expenses described in clause (ii) thereafter incurred and all taxes would be paid by such ▇▇▇▇▇ Indemnitee. (g) such ▇▇▇▇▇ Indemnitee shall not settle any additional net adverse tax consequences on an After-Tax Basis to such ▇▇▇▇▇ Level Issue without UpREIT's consent; provided that such ▇▇▇▇▇ Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder required to contest any proposed adjustment and decided adversely, unless the may settle any such proposed adjustment if such ▇▇▇▇▇ Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory waive its right to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or indemnity under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make this Agreement with respect to such adjustmentadjustment and any Income Inclusion that results from such adjustment and, when aggregated in the case of proceedings before the Court of Federal Claims or Federal District Court, shall pay to UpREIT the amount of tax (and any applicable interest and penalties) previously paid or advanced by UpREIT with similar adjustments that could be raised in other taxable years respect to such adjustment or the contest of such adjustment under Section 6(f), plus interest at ___% computed from the time such amounts were paid or advanced by UpREIT. (h) Within thirty (30) days after a Final Determination of the liability of such ▇▇▇▇▇ Indemnitee is at least $50,000. The in respect of a ▇▇▇▇▇ Level Issue, UpREIT and each Indemnitee shall agree to pay each other, as applicable, the net amount of (i) the payment owed by the UpREIT to such ▇▇▇▇▇ Indemnitee of any indemnification hereunder, not appeal any judicial decision unless it receives an opinion theretofore paid resulting from the outcome of independent tax counselsuch contest, at and (ii) in the Lessee's sole expensecase of proceedings before the Court of Federal Claims or Federal District Court, selected the repayment owed by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist for the Indemnitee's position. Nothing contained in this Section 8.04 shall require any ▇▇▇▇▇ Indemnitee to UpREIT of the amount of tax (and any applicable interest and penalties) previously paid or advanced by UpREIT with respect to such adjustment or the contest of such adjustment under Section 6(f), together with any interest received by or continue credited to contest, or permit Lessee such ▇▇▇▇▇ Indemnitee that is attributable to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claimadvance.

Contests. If a written claim is made against any Tax Indemnitee for Taxes with respect to which the Lessee is liable for a payment or indemnity hereunder, such Tax Indemnitee shall promptly (but in any event within 30 days of receipt thereof) give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any written requests for information sent to such Tax Indemnitee from any taxing authority to the extent relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Tax Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Tax Indemnitee under this Article 86, except (a) to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such noticenotice or copy or (b) to the extent that such failure results in the imposition of, or an increase in the amount of, any penalties, interest or additions to Tax related to the Tax which is the subject of such claim or proceeding. The Lessee may, at its option, contest in its own name or require the Tax Indemnitee shall to contest in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (ia) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Permitted Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (iib) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If requested by the Lessee, the Tax Indemnitee shall appeal any adverse administrative or judicial decision, except that the Tax Indemnitee shall not be required to pursue any appeals to the United States Supreme Court. Notwithstanding the foregoing, the Lessee shall not be permitted or entitled to contest any such Tax in its own name unless the Tax is reflected in a report or a return of the Lessee or raised in an audit or other proceeding of the Lessee, and the Lessee is allowed to contest such Tax under applicable law of the taxing jurisdiction. If the Lessee is permitted under applicable law to contest a Tax asserted against the Lessee and the same or similar Tax is also asserted against the Tax Indemnitee, each of the Lessee and such Tax Indemnitee shall conduct its contest in its own name and the Lessee and such Tax Indemnitee will cooperate in a reasonable manner with respect to the respective contests of such Tax. If the Tax Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Tax Indemnitee shall control the contest and shall determine the manner in which to contest such Taxes, Taxes and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to be consulted in good faith with respect to any contest of claims subject to indemnification hereunder and to participate in such contestany contest proceeding, includingincluding governmental and judicial conferences, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve be consulted in good faith regarding the relevant portions of all related submissions to any governmental or other authority insofar as they relate authority; provided, further, that the Lessee shall be permitted to participate directly in any such contest only (x) with respect to issues that can be separated on audit from any Taxes for which the Lessee is not required to indemnify the Tax Indemnitee hereunder, and (y) if the Tax Indemnitee shall have reasonably determined that neither such participation nor the separation of issues will adversely affect the Tax Indemnitee. Notwithstanding the foregoing provisions of this paragraph, if the Lessee acknowledges in writing its liability to the Tax Indemnitee hereunder with respect to the Taxes subject to the contest if the contest is resolved adversely, the Lessee shall control such contest. If the Lessee satisfies the conditions imposed on it in this Section 6.04 and a Tax Indemnitee nevertheless fails to contest and refuses to permit the Lessee to contest under and as and to the extent required by this Section 6.04, then the Lessee shall not be obligated to indemnify such Tax Indemnitee for such claim or for any other claim for which a successful contest is adversely affected because of such failure to contest or to permit a contest. The Tax Indemnitee will not settle a contest that results in a final determination without consent of the Lessee, unless the Tax Indemnitee waives its right to indemnification with respect to such contest and any related contest. Any such settlement, concession, or compromise without the prior written consent of the Lessee shall constitute a waiver of such Tax Indemnitee's rights to indemnification hereunder with respect to such claim and any other claim for which a successful contest is soughtadversely affected because of such settlement, concession, or compromise. Notwithstanding the preceding sentences of this Section 8.046.04, such Tax Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Tax Indemnitee on demand a current basis all reasonable fees and on an After-Tax Basis for any liability or expenses (including reasonable expense attorneys' fees and accountants' fees) which such Tax Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest pursuant to this Section 8.04 6.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Tax Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Permitted Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iiiii) if an Event of a Specified Default shall have occurred and be continuingexists, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Tax Indemnitee, and (iviii) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Tax Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Tax Indemnitee of such advance and (v) advance; provided, that in the issue shall event that such Tax Indemnitee is not be required under this paragraph to contest any Tax liability for which the same as an issue previously contested hereunder and decided adverselyLessee is obligated to indemnify any Tax Indemnitee, unless the Indemnitee shall have received, at Lessee may contest such Tax liability in the name of the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted if permitted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist for the Indemnitee's positionlaw. Nothing contained in this Section 8.04 6.04 shall require any Tax Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 8.046.04, if such Tax Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 6 in connection with such claim.

Contests. If a written claim is made against any -------- Tax Indemnitee for Taxes with respect to which the Lessee is liable for a payment or indemnity hereunder, such Tax Indemnitee shall promptly (but in any event within 30 days of receipt thereof) give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any written requests for information sent to such Tax Indemnitee from any taxing authority to the extent relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, -------- ------- that the failure of an a Tax Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Tax Indemnitee under this Article 86, except (a) to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such noticenotice or copy or (b) to the extent that such failure results in the imposition of, or an increase in the amount of, any penalties, interest or additions to Tax related to the Tax which is the subject of such claim or proceeding. The Lessee may, at its option, contest in its own name (if permissible as a matter of law) or require the Tax Indemnitee shall to contest in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (ia) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Permitted Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (iib) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If requested by the Lessee, the Tax Indemnitee shall appeal any adverse administrative or judicial decision. Notwithstanding the foregoing, the Lessee shall not be permitted or entitled to contest any such Tax in its own name unless the Lessee is allowed to contest such Tax under applicable law of the taxing jurisdiction. If the Tax Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Tax Indemnitee shall control the contest and shall determine the manner in which to contest such Taxes, Taxes and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee -------- ------- shall have the right to be consulted in good faith with respect to any contest of claims subject to indemnification hereunder and to participate in such contestany contest proceeding, includingincluding governmental and judicial conferences, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve be consulted in good faith regarding the relevant portions of all related submissions to any governmental or other authority insofar authority. If the Lessee satisfies the conditions imposed on it in this Section 6.04 and a Tax Indemnitee nevertheless fails to contest and refuses to permit the Lessee to contest under and as they relate and to the extent required by this Section 6.04, then the Lessee shall not be obligated to indemnify such Tax Indemnitee for such claim or for any other claim for which a successful contest is adversely affected because of such failure to contest or to permit a contest. The Tax Indemnitee will not settle a contest that results in a final determination without consent of the Lessee, unless the Tax Indemnitee waives its right to indemnification with respect to such contest and any related contest. Any such settlement, concession, or compromise without the prior written consent of the Lessee shall constitute a waiver of such Tax Indemnitee's rights to indemnification hereunder with respect to such claim and any other claim for which a successful contest is soughtadversely affected because of such settlement, concession, or compromise. Notwithstanding the preceding sentences of this Section 8.046.04, such Tax Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Tax Indemnitee on demand a current basis all reasonable fees and on an After-Tax Basis for any liability or expenses (including reasonable expense attorneys' fees and accountants' fees) which such Tax Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Tax Indemnitee be required or the Lessee be permitted to contest pursuant to this Section 8.04 6.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Tax Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Permitted Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, and (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (ivii) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Tax Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Tax Indemnitee of such advance and (v) advance; provided, that in the issue shall event that such Tax Indemnitee -------- is not be required under this paragraph to contest any Tax liability for which the same as an issue previously contested hereunder and decided adverselyLessee is obligated to indemnify any Tax Indemnitee, unless the Indemnitee shall have received, at Lessee may contest such Tax liability in the name of the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted if permitted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist for the Indemnitee's positionlaw. Nothing contained in this Section 8.04 6.04 shall require any Tax Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Tax Indemnitee would otherwise be required to contest pursuant to this Section 8.046.04, if such Tax Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 6 in connection with such claim.

Contests. (a) Nothing in this Agreement shall be construed to prevent UpREIT from contesting, through its Tax Matters Partner in accordance with the Partnership Agreement as part of the unified audit of the UpREIT, any claim in respect of any "partnership" item of the UpREIT that, if successful, would result in an Income Inclusion (a "Partnership Level Issue"). (b) If UpREIT contests a written claim Partnership Level Issue that, if successful, would result in an Income Inclusion, UpREIT's liability for indemnification under Section 4 hereof (other than reasonable costs and expenses described in Section 6(f) of the Agreement) shall, at UpREIT's election, be deferred until thirty (30) days after a Final Determination of such ▇▇▇▇▇ Indemnitee's federal income tax liability in respect of an Income Inclusion. (c) If any audit or proceeding involving an indemnifiable adjustment is made against any Indemnitee for Taxes with respect being conducted in a proceeding involving such ▇▇▇▇▇ Indemnitee, which cannot be transferred to which the Lessee is liable for UpREIT as a payment or indemnity hereunderpartnership item (a "▇▇▇▇▇ Level Issue"), such ▇▇▇▇▇ Indemnitee shall hereby agrees (i) promptly give the Lessee notice to notify UpREIT in writing of such claim adjustment (and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an such ▇▇▇▇▇ Indemnitee to give such notice or furnish such copy so notify UpREIT shall not terminate preclude any of the rights of such Indemnitee under this Article 8, except indemnity hereunder to the extent that the LesseeUpREIT's right to effect its contest rights have hereunder has been materially precluded by such failure), and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts upon UpREIT's delivery to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment opinion of the Lessee's obligation nationally recognized tax counsel reasonably acceptable to such ▇▇▇▇▇ Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that there is a reasonable Realistic Possibility of Success upon contest of such ▇▇▇▇▇ Level Issue, such ▇▇▇▇▇ Indemnitee will contest that adjustment by filing a protest and administrative appeal and prosecuting the same in good faith; provided, however, that such ▇▇▇▇▇ Indemnitee will not be obligated to pursue an administrative appeal if such ▇▇▇▇▇ Indemnitee instead pursues relief in Tax Court or a court having refund jurisdiction. (d) If, within 30 days following the failure of such administrative proceedings with respect to a ▇▇▇▇▇ Level Issue, UpREIT delivers to a ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that there is a Realistic Possibility of Success if the proposed adjustment is presented to a court for resolution, then such ▇▇▇▇▇ Indemnitee will contest the proposed adjustment in good faith in the Tax Court or by paying the tax (and any applicable interest and penalties) and suing for refund in the Court of Federal Claims or appropriate Federal District Court. If, within 30 days following a final adverse decision of such court with respect to such ▇▇▇▇▇ Level Issue, UpREIT delivers to such ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that it is more likely than not that such decision would be reversed on appeal, then such ▇▇▇▇▇ Indemnitee will appeal such decision to the appropriate Federal Court of Appeals. With respect to any of the above-described proceedings, such ▇▇▇▇▇ Indemnitee will keep UpREIT and its counsel informed as to the progress of such proceedings, give UpREIT and its counsel the opportunity to review and comment in advance on all written submissions and filings relevant to indemnifiable issues (after making appropriate redactions to preserve the confidentiality of the such ▇▇▇▇▇ Indemnitee return as to other issues), and consider in good faith any suggestions made by UpREIT or its counsel. (e) Such ▇▇▇▇▇ Indemnitee shall present any settlement offer provided to such ▇▇▇▇▇ Indemnitee pursuant to a ▇▇▇▇▇ Level Issue to UpREIT. If UpREIT recommends acceptance of a settlement offer of a ▇▇▇▇▇ Level Issue or if the Tax Matters Partner recommends acceptance of a settlement offer in respect of a Partnership Level Issue, but such ▇▇▇▇▇ Indemnitee declines to accept such offer in writing within 30 days (if such ▇▇▇▇▇ Indemnitee does not respond within 30 days, such lack of response shall be treated as acceptance of UpREIT's or the Tax Matters Partner's recommendation, respectively), (1) the obligation of UpREIT to make indemnity payments as the result of any such contest or proceedings shall not thereafter exceed the obligation that it would have had if such contest had been settled or proceeding terminated on the basis exists recommended by UpREIT or the Tax Matters Partner, as applicable, and (2) in the case of a ▇▇▇▇▇ Level Issue, UpREIT shall have no further liability for contesting costs or other expenses in respect of such claimcontest. (f) Notwithstanding the foregoing, such ▇▇▇▇▇ Indemnitee will have no obligation to contest any action with respect to a ▇▇▇▇▇ Level Issue (i) unless such items could give rise to a federal income tax liability (disregarding other items in the assessment and considering effects in future years) in excess of $ __________ , (ii) such Indemnitee shall have determined that such contest will not result without UpREIT paying when due, reasonable third-party costs and out-of-pocket expenses including reasonable legal, witness and accounting fees and other expenses and, in any material risk the case of loss, sale proceedings before the Court of Federal Claims or forfeiture of, or the creation of a Lien (other than Lessor's Liens) onFederal District Court, the Aircraft or amount of tax (and any part thereof or applicable interest thereon or in a risk of criminal liabilityand penalties) for which refund is claimed, or adversely affect the Trust Indenture Estate, and (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if extent such contest shall be conducted ▇▇▇▇▇ Indemnitee waives in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed writing UpREIT's obligation to indemnify the such ▇▇▇▇▇ Indemnitee against for such items, in which case all third-party costs and out-of-pocket expenses described in clause (ii) thereafter incurred and all taxes would be paid by such ▇▇▇▇▇ Indemnitee. (g) such ▇▇▇▇▇ Indemnitee shall not settle any additional net adverse tax consequences on an After-Tax Basis to such ▇▇▇▇▇ Level Issue without UpREIT's consent; provided that such ▇▇▇▇▇ Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder required to contest any proposed adjustment and decided adversely, unless the may settle any such proposed adjustment if such ▇▇▇▇▇ Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory waive its right to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or indemnity under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make this Agreement with respect to such adjustmentadjustment and any Income Inclusion that results from such adjustment and, when aggregated in the case of proceedings before the Court of Federal Claims or Federal District Court, shall pay to UpREIT the amount of tax (and any applicable interest and penalties) previously paid or advanced by UpREIT with similar adjustments that could be raised in other taxable years respect to such adjustment or the contest of such adjustment under Section 6(f), plus interest at ___% computed from the time such amounts were paid or advanced by UpREIT. (h) Within thirty (30) days after a Final Determination of the liability of such ▇▇▇▇▇ Indemnitee is at least $50,000. The in respect of a ▇▇▇▇▇ Level Issue, UpREIT and each Indemnitee shall agree to pay each other, as applicable, the net amount of (i) the payment owed by the UpREIT to such ▇▇▇▇▇ Indemnitee of any indemnification hereunder, not appeal any judicial decision unless it receives an opinion theretofore paid resulting from the outcome of independent tax counselsuch contest, at and (ii) in the Lessee's sole expensecase of proceedings before the Court of Federal Claims or Federal District Court, selected the repayment owed by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist for the Indemnitee's position. Nothing contained in this Section 8.04 shall require any ▇▇▇▇▇ Indemnitee to UpREIT of the amount of tax (and any applicable interest and penalties) previously paid or advanced by UpREIT with respect to such adjustment or the contest of such adjustment under Section 6(f), together with any interest received by or continue credited to contest, or permit Lessee such ▇▇▇▇▇ Indemnitee that is attributable to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claimadvance.

Contests. If If, within 30 days of receipt of a written claim Tax Notice from an Indemnitee (or such shorter period as such Indemnitee has notified the Company is made against any required by law or regulation for such Indemnitee for Taxes with respect to which contest such Tax Loss), the Lessee is liable for a payment or indemnity hereunderCompany shall request in writing that such Indemnitee contest such Tax Loss, such Indemnitee shall promptly give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; providedshall, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the LesseeCompany's expense, if timely requested in writing by the Lessee, good faith conduct and control such contest (orincluding, at the Indemnitee's optionwithout limitation, require the Lessee to contest by pursuit of appeals) by, in the name sole discretion of the LesseeCompany, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or thereof, (ii) not paying the same except under protest protest, if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the saleproper, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (iiiii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If , or (iv) taking such other action as is reasonably requested by the Company from time to time; PROVIDED, HOWEVER, that (x) if such contest can be pursued independently from any other proceeding involving a Tax liability of such Indemnitee, after reasonable discussion with such Indemnitee, at the Lessee Company's request, shall allow the Company to conduct and consideration control such contest and (y) in good faith the case of any suggestion made by contest that the Lessee as Company is not entitled to control, the method of pursuing such contest, elects Indemnitee may request the Company to conduct the contest, and control such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically if possible or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental permissible under applicable law or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is soughtregulation. Notwithstanding the preceding sentences foregoing provisions of this Section 8.044, such Indemnitee shall not be required to take or continue any action and the Company shall not be able to contest such claim or Tax in its own name or that of such Indemnitee unless the Lessee shall have (i) the Company shall have agreed in writing to pay pay, and shall pay the pay, to such Indemnitee on demand all reasonable out-of- pocket third party costs and on an After-Tax Basis for any liability or reasonable expense which expenses that such Indemnitee may incur as a result of in connection with contesting such Taxes claim or Taxes, including without limitation all reasonable legal (y) reasonable attorneys' including non-duplicative internal counsel), accounting and accountants' investigatory fees and disbursements, (zii) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an potential indemnity hereunderexceeds $50,000, (iii) made all payments and indemnities (other than contested payments and indemnities) then due the action to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest taken will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred penalties and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring involve the payment of the claim in advanceTax prior to the contest, the Lessee shall have advanced sufficient fundsCompany shall, on an interest free basisat its option (and notwithstanding anything herein to the contrary), to make the payment required, and agreed to indemnify the either (A) pay such Indemnitee against any additional net adverse tax consequences on an After-Tax Basis for such Taxes or (B) provide to such Indemnitee of an interest-free advance in an amount equal to the Tax which such advance and Indemnitee is required to pay (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory with no additional net after-tax cost to such Indemnitee, of Tax Counsel, ). In no event shall an Indemnitee be required to appeal an adverse judicial determination to the effect that United States Supreme Court. Any Indemnitee shall consult in good faith with the applicable circumstances or law has changed andCompany regarding the conduct of any contest controlled by such Indemnitee, in light thereof, there is substantial authority within shall keep the meaning of Section 6662(d) Company fully informed as to the status of the Code, as interpreted contest and shall consider in good faith all suggestions made by the Treasury regulations thereunderCompany regarding the conduct of any such contest, subject to preserving counsel privilege in the Indemnitee's reasonable judgment. An Indemnitee shall not have the right to settle or under similar principles compromise a contest without the prior written consent of state the Company, such consent not to be unreasonably withheld. If an Indemnitee agrees to a settlement or foreign law (as compromise of such contest without the case may be) for contesting prior written consent of the Company, such Indemnitee shall waive its rights to any indemnity from the Company that otherwise would be payable in respect of such claim and (vi) shall pay to the Company any amount of previously paid or advanced by the indemnity payments the Lessee would be required Company pursuant to make this Section 4 with respect to such adjustment, when aggregated with similar adjustments that could be raised in Taxes other taxable years of such Indemnitee is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counsel, at than contest costs paid by the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist for the Indemnitee's position. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest Company pursuant to this Section 8.04, if 4 as it relates to such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claimcontest.

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the Lessee is liable for a payment or indemnity hereunder, such Indemnitee shall promptly give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such noticenotice or copy. The Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall control the contest and shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve be consulted in good faith regarding all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand a current basis all reasonable fees and on an After-Tax Basis for any liability or reasonable expense expenses which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, and (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee the Lessee and reasonably satisfactory to the Lessee such Indemnitee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee (and, if such Indemnitee is not the Owner Participant, the Owner Participant and such Indemnitee) shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (viviii) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least $50,000; provided, that in the event that such Indemnitee is not required under this paragraph to contest any Tax liability for which the Lessee is obligated to indemnify any Indemnitee, the Lessee may contest such Tax liability in the name of the Lessee, if permitted by law. The Indemnitee shall not appeal and shall not be required to permit Lessee to appeal any judicial decision unless (i) it receives an opinion of independent tax counselTax Counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist Substantial Authority exists for the Indemnitee's positionposition and (ii) in the case of an appeal to the U.S. Supreme Court, the amount of the proposed adjustment for the Lessee's entire fleet exceeds $5,000,000. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.

Contests. (a) Nothing in this Agreement shall be construed to prevent UpREIT from contesting, through its Tax Matters Partner in accordance with the Partnership Agreement as part of the unified audit of the UpREIT, any claim in respect of any "partnership" item of the UpREIT that, if successful, would result in an Income Inclusion (a "Partnership Level Issue"). (b) If UpREIT contests a written claim Partnership Level Issue that, if successful, would result in an Income Inclusion, UpREIT's liability for indemnification under Section 4 hereof (other than reasonable costs and expenses described in Section 6(f) of the Agreement) shall, at UpREIT's election, be deferred until thirty (30) days after a Final Determination of such ▇▇▇▇▇ Indemnitee's federal income tax liability in respect of an Income Inclusion. (c) If any audit or proceeding involving an indemnifiable adjustment is made against any Indemnitee for Taxes with respect being conducted in a proceeding involving such ▇▇▇▇▇ Indemnitee, which cannot be transferred to which the Lessee is liable for UpREIT as a payment or indemnity hereunderpartnership item (a "▇▇▇▇▇ Level Issue"), such ▇▇▇▇▇ Indemnitee shall hereby agrees (i) promptly give the Lessee notice to notify UpREIT in writing of such claim adjustment (and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an such ▇▇▇▇▇ Indemnitee to give such notice or furnish such copy so notify UpREIT shall not terminate preclude any of the rights of such Indemnitee under this Article 8, except indemnity hereunder to the extent that the LesseeUpREIT's right to effect its contest rights have hereunder has been materially precluded by such failure), and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts upon UpREIT's delivery to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment opinion of the Lessee's obligation nationally recognized tax counsel reasonably acceptable to such ▇▇▇▇▇ Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that there is a reasonable Realistic Possibility of Success upon contest of such ▇▇▇▇▇ Level Issue, such ▇▇▇▇▇ Indemnitee will contest that adjustment by filing a protest and administrative appeal and prosecuting the same in good faith; provided, however, that such ▇▇▇▇▇ Indemnitee will not be obligated to pursue an administrative appeal if such ▇▇▇▇▇ Indemnitee instead pursues relief in Tax Court or a court having refund jurisdiction. (d) If , within 30 days following the failure of such administrative proceedings with respect to a ▇▇▇▇▇ Level Issue, UpREIT delivers to a ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that there is a Realistic Possibility of Success if the proposed adjustment is presented to a court for resolution, then such ▇▇▇▇▇ Indemnitee will contest the proposed adjustment in good faith in the Tax Court or by paying the tax (and any applicable interest and penalties) and suing for refund in the Court of Federal Claims or appropriate Federal District Court. If, within 30 days following a final adverse decision of such court with respect to such ▇▇▇▇▇ Level Issue, UpREIT delivers to such ▇▇▇▇▇ Indemnitee a written opinion of Tax Counsel to the effect that it is more likely than not that such decision would be reversed on appeal, then such ▇▇▇▇▇ Indemnitee will appeal such decision to the appropriate Federal Court of Appeals. With respect to any of the above-described proceedings, such ▇▇▇▇▇ Indemnitee will keep UpREIT and its counsel informed as to the progress of such proceedings, give UpREIT and its counsel the opportunity to review and comment in advance on all written submissions and filings relevant to indemnifiable issues (after making appropriate redactions to preserve the confidentiality of the such ▇▇▇▇▇ Indemnitee return as to other issues), and consider in good faith any suggestions made by UpREIT or its counsel. (e) Such ▇▇▇▇▇ Indemnitee shall present any settlement offer provided to such ▇▇▇▇▇ Indemnitee pursuant to a ▇▇▇▇▇ Level Issue to UpREIT. If UpREIT recommends acceptance of a settlement offer of a ▇▇▇▇▇ Level Issue or if the Tax Matters Partner recommends acceptance of a settlement offer in respect of a Partnership Level Issue, but such ▇▇▇▇▇ Indemnitee declines to accept such offer in writing within 30 days (if such ▇▇▇▇▇ Indemnitee does not respond within 30 days, such lack of response shall be treated as acceptance of UpREIT's or the Tax Matters Partner's recommendation, respectively), (1) the obligation of UpREIT to make indemnity payments as the result of any such contest or proceedings shall not thereafter exceed the obligation that it would have had if such contest had been settled or proceeding terminated on the basis exists recommended by UpREIT or the Tax Matters Partner, as applicable, and (2) in the case of a ▇▇▇▇▇ Level Issue, UpREIT shall have no further liability for contesting costs or other expenses in respect of such claimcontest. (f) Notwithstanding the foregoing, such ▇▇▇▇▇ Indemnitee will have no obligation to contest any action with respect to a ▇▇▇▇▇ Level Issue (i) unless such items could give rise to a federal income tax liability (disregarding other items in the assessment and considering effects in future years) in excess of $10,000, (ii) such Indemnitee shall have determined that such contest will not result without UpREIT paying when due, reasonable third-party costs and out-of-pocket expenses including reasonable legal, witness and accounting fees and other expenses and, in any material risk the case of loss, sale proceedings before the Court of Federal Claims or forfeiture of, or the creation of a Lien (other than Lessor's Liens) onFederal District Court, the Aircraft or amount of tax (and any part thereof or applicable interest thereon or in a risk of criminal liabilityand penalties) for which refund is claimed, or adversely affect the Trust Indenture Estate, and (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if extent such contest shall be conducted ▇▇▇▇▇ Indemnitee waives in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed writing UpREIT's obligation to indemnify the such ▇▇▇▇▇ Indemnitee against for such items, in which case all third-party costs and out-of-pocket expenses described in clause (ii) thereafter incurred and all taxes would be paid by such ▇▇▇▇▇ Indemnitee. (g) such ▇▇▇▇▇ Indemnitee shall not settle any additional net adverse tax consequences on an After-Tax Basis to such ▇▇▇▇▇ Level Issue without UpREIT's consent; provided that such ▇▇▇▇▇ Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder required to contest any proposed adjustment and decided adversely, unless the may settle any such proposed adjustment if such ▇▇▇▇▇ Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory waive its right to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or indemnity under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make this Agreement with respect to such adjustmentadjustment and any Income Inclusion that results from such adjustment and, when aggregated in the case of proceedings before the Court of Federal Claims or Federal District Court, shall pay to UpREIT the amount of tax (and any applicable interest and penalties) previously paid or advanced by UpREIT with similar adjustments that could be raised in other taxable years respect to such adjustment or the contest of such Indemnitee is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counseladjustment under Section 6(f), plus interest at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory rate per annum equal to the Lessee weighted average cost of debt capital to the effect that UpREIT, computed from the time such amounts were paid or advanced by UpREIT. (h) Within thirty (30) days after a reasonable basis continues Final Determination of the liability of such ▇▇▇▇▇ Indemnitee in respect of a ▇▇▇▇▇ Level Issue, UpREIT and each Indemnitee agree to exist for pay each other, as applicable, the Indemnitee's position. Nothing contained in this Section 8.04 shall require net amount of (i) the payment owed by the UpREIT to such ▇▇▇▇▇ Indemnitee of any Indemnitee to contest or continue to indemnification hereunder, not theretofore paid resulting from the outcome of such contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.and

Contests. If a written claim is any Claim shall be made against any Indemnitee or if any proceeding shall be commenced against any Indemnitee (including a written notice of such proceeding) for any Taxes with respect as to which the Lessee is liable for a payment may have an indemnity obligation pursuant to Section 8.2, or if any Indemnitee shall determine that any Taxes as to which Lessee may have an indemnity hereunderobligation pursuant to Section 8.2 may be payable, such Indemnitee shall promptly give the notify Lessee. Lessee notice in writing of such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating be entitled, at its expense, acting through counsel reasonably acceptable to such Taxes with respect Indemnitee, to which participate in, and, to the extent that Lessee may be required to indemnify hereunderdesires to, assume and control the defense thereof; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right acknowledged in writing its obligation to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, indemnify fully such Indemnitee in respect of such action, suit or proceeding; and, provided, further, that Lessee shall not be required entitled to take or continue any action unless the Lessee shall have assume PARTICIPATION AGREEMENT (ia) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or Claim with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least $50,000. The Indemnitee shall not appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee to the effect that a reasonable basis continues to exist for the Indemnitee's position. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee its right to indemnification under this Article 8 Section 8.3 with respect to such claim (and any related claim with respect to other taxable years the contest of which is precluded or otherwise adversely affected as a result of such waiver) and (b) any Claim if the subject matter thereof shall be of a continuing nature and shall have previously been decided adversely. Each Indemnitee and Lessee shall consult in connection good faith with each other concerning each step and decision regarding the conduct of such claimcontest controlled by either, including the forum in which the claim is most likely to be favorably resolved.

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the Lessee is liable for a payment or indemnity hereunder, such Indemnitee shall promptly (but in any event within 30 days of receipt thereof) give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority to the extent relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such noticenotice or copy. The Other than with respect to claims in the nature of an Income Tax, the Lessee may, at its option, contest (if legally permitted to do so in its own name) or, if required by law, require the Indemnitee shall to contest in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If The Lessee shall control any such contest and shall determine in its sole discretion the manner in which to contest such Taxes and shall periodically or upon the Indemnitee, after reasonable discussion with 's request advise the Indemnitee of the progress of such contest; the Lessee and consideration shall consider in good faith of any suggestion made by the Lessee Indemnitee as to the method of pursuing such contest, elects to conduct the contest, such . The Indemnitee shall determine control any contest with respect to claims in the manner in which to contest such Taxesnature of an income Tax, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, provided that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate be consulted in good faith with respect to any such contest, including, among other rights, the right to attend including governmental or and judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve be consulted in good faith regarding all related submissions to any governmental or other authority insofar as they relate authority, provided, however, that the Lessee shall be permitted to the Tax participate in any such contest only (x) with respect to issues that can be separated on audit from any Taxes for which the Lessee is not required to indemnify the Indemnitee hereunder, and (y) if the Indemnitee shall have determined that in its judgment, exercised in its sole discretion, neither such participation nor the separation of issues will adversely affect the Indemnitee. The Lessor will not settle a contest without consent of the Lessee, unless the Lessor waives its right to indemnification is soughtwith respect to such contest and any related contest. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand a current basis all reasonable fees and on an After-Tax Basis for any liability or reasonable expense expenses which such Indemnitee may incur as a result of contesting such Taxes including (including, without limitation (y) limitation, all reasonable attorneys' legal and accountants' accounting fees and (zdisbursements incurred in connection with such contest) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, and (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by Fulbright & Jaworski L.L.P. (if such Indemnitee and is the Owner Participant or the ▇▇▇▇▇ ▇rustee), or other tax counsel reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that there exists a reasonable basis exists for contesting such claim, (ii) such Indemnitee (and, if such Indemnitee is not the Owner Participant, the Owner Participant and such Indemnitee) shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (vi) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least exceeds $50,000; provided, that in the event that such Indemnitee is not required under this paragraph to contest any Tax liability for which the Lessee is obligated to indemnify any Indemnitee, the Lessee may contest such Tax liability in the name of the Lessee, if permitted by law. The Lessee may appeal or require the Indemnitee shall not to appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory (including to the Lessee to U.S. Supreme Court), provided the effect that a reasonable basis continues to exist for the Indemnitee's positionforegoing requirements of this Section 8.04 are met. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the Lessee is liable for a payment or indemnity hereunder, such Indemnitee shall promptly give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such noticenotice or copy. The Lessee may, at its option, contest or, if required by law, require the Indemnitee shall to contest in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall control the contest and shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate be consulted in such good faith with respect to any contest, including, among other rights, the right to attend including governmental or and judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve be consulted in good faith regarding all related submissions to any governmental or other authority insofar as they relate authority, provided, however, that the Lessee shall be permitted to the Tax participate in any such contest only (x) with respect to issues that can be separated on audit from any Taxes for which indemnification the Lessee is soughtnot required to indemnify the Indemnitee hereunder, and (y) if the Indemnitee shall have determined that in its judgement, exercised in its sole discretion, neither such participation nor the separation of issues will adversely affect the Indemnitee. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand a current basis all reasonable fees and on an After-Tax Basis for any liability or reasonable expense expenses which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, and (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee the Lessee and reasonably satisfactory to the Lessee such Indemnitee ("Tax Counsel") to the effect that a reasonable basis there exists Substantial Authority for contesting such claim, (ii) such Indemnitee (and, if such Indemnitee is not the Owner Participant, the Owner Participant and such Indemnitee) shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iv) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) of the Code, as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) Substantial Authority for contesting such claim and (viviii) the amount of the indemnity payments the Lessee would be required to make with respect to such adjustment, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee is at least $50,000; provided, that in the event that such Indemnitee is not required under this paragraph to contest any Tax liability for which the Lessee is obligated to indemnify any Indemnitee, the Lessee may contest such Tax liability in the name of the Lessee, if permitted by law. The Lessee may appeal or require the Indemnitee shall to appeal any judicial decision (including to the U.S. Supreme Court), provided that the Lessee may not require the Indemnitee to appeal any judicial decision unless (i) it receives an opinion of independent tax counselTax Counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee to the effect that it is more likely than not that such appeal will be successful, and (ii) the Indemnitee shall have made a reasonable basis continues to exist for the Indemnitee's positiongood faith determination that it shall not be adversely affected by such appeal. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the Lessee is may be liable for a payment or indemnity hereunder, such Indemnitee shall promptly give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien not permitted under Section 6.01 of the Lease on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (ii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, (iii) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the Indemnitee, (iviii) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, basis to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance advance, (iv) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of any Lien not permitted under Section 6.01 of the Lease on, the Aircraft or any part thereof or interest therein or in a risk of criminal liability and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, to the effect that the applicable circumstances or law has changed and, in light thereof, there is substantial authority within the meaning of Section 6662(d) 6662 of the CodeCode (if applicable), as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (viv) the amount of the indemnity payments the Lessee would be required such claim (without taking into account any amount necessary to make with respect to such adjustmentindemnify on an After-Tax Basis), when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee related and correlative claims, is at least $50,000. The Indemnitee shall not be required to appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee Tax Counsel to the effect that a reasonable basis continues to exist for the Indemnitee's positionit is more likely than not that such appeal will be successful. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.

Contests. If a written claim is made against any Indemnitee for Taxes with respect to which the Lessee is may be liable for a payment or indemnity hereunder, such Indemnitee shall promptly give the Lessee notice in writing of such claim and shall furnish the Lessee with copies of any requests for information from any taxing authority relating to such Taxes with respect to which the Lessee may be required to indemnify hereunder; provided, however, that the failure of an Indemnitee to give such notice or furnish such copy shall not terminate any of the rights of such Indemnitee under this Article 8, except to the extent that the Lessee's contest rights have been materially and adversely impaired by the failure to provide such notice. The With respect to claims relating to Taxes in the nature of Income Taxes, the Indemnitee shall in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, contest (or, at the Indemnitee's option, require the Lessee to contest in the name of the Lessee, if permitted by law) the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien other than a Lessor's Lien not permitted under Section 6.01 of the Lease on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment be is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the Indemnitee, after reasonable discussion with the Lessee and consideration in good faith of any suggestion made by the Lessee as to the method of pursuing such contest, elects to conduct the contest, such Indemnitee shall determine the manner in which to contest such Taxes, and shall periodically or upon the Lessee's request advise the Lessee of the progress of such contest; provided, however, that if the Indemnitee determines in its sole discretion that such participation will not adversely affect such Indemnitee's contest of any Taxes not indemnified hereunder, the Lessee shall have the right to participate in such contest, including, among other rights, the right to attend governmental or judicial conferences (to the extent unrelated issues are not discussed) concerning such claim and the right to review and approve (such approval not to be unreasonably withheld) all submissions to any governmental or other authority insofar as they relate to the Tax for which indemnification is sought. With respect to claims relating to Taxes not in the nature of Income Taxes, the Lessee may, at its option and in its sole discretion, contest in its own name (if legally permitted to do so) or, if required by law, require the Indemnitee to contest in good faith, with due diligence and at the Lessee's expense, if timely requested in writing by the Lessee, the validity, applicability or amount of such Taxes by: (i) resisting payment thereof if lawful and practicable or not paying the same except under protest if protest is necessary and proper in each case so long as non-payment will not result in a material risk of the sale, forfeiture or loss of, or the creation of a Lien not permitted under Section 6.01 of the Lease on the Aircraft, Airframe or any Engine or any risk of criminal liability; or (ii) if the payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. The Lessee shall control any such contest and shall determine in its sole discretion the manner in which to contest such Taxes and shall periodically and upon the Indemnitee's request advise the Indemnitee of the progress of such contest; the Lessee shall consider in good faith any suggestion made by the Indemnitee as to the method of pursuing such contest. Notwithstanding the preceding sentences of this Section 8.04, such Indemnitee shall not be required to take or continue any action unless the Lessee shall have (i) agreed in writing to indemnify the Indemnitee in a manner reasonably satisfactory to such Indemnitee, (ii) agreed in writing to pay and shall pay the Indemnitee on demand and on an After-Tax Basis for the net after-tax amount of any liability or reasonable expense which such Indemnitee may incur as a result of contesting such Taxes including without limitation (y) reasonable attorneys' and accountants' fees and (z) the amount of any interest, penalty or additions to tax which may ultimately be payable as the result of contesting such Taxes, (iiiii) delivered to the Indemnitee a written acknowledgment of the Lessee's obligation to such Indemnitee pursuant to this Agreement to the extent that the contest is not successful and of the inapplicability of any exclusion or defenses thereto, provided, however, that such acknowledgement shall not preclude the Lessee from raising defenses to liability under this Agreement if a decision in such contest is rendered which clearly articulates the cause of such Tax and the cause, as so articulated, is not one for which the Lessee is responsible to pay an indemnity hereunder, and (iiiiv) made all payments and indemnities (other than contested payments and indemnities) then due to the Indemnitee hereunder or with respect to any of the transactions contemplated by or under the Operative Agreements. In no event shall such Indemnitee be required or the Lessee permitted to contest (or continue a contest) pursuant to this Section 8.04 the imposition of any Tax for which the Lessee is obligated to indemnify any Indemnitee hereunder unless (i) such Indemnitee shall have received an opinion of independent tax counsel, at the Lessee's expense, selected by such Indemnitee and reasonably satisfactory to the Lessee ("Tax Counsel") to the effect that a reasonable basis exists for contesting such claim, (ii) such Indemnitee shall have determined that such contest will not result in any material risk of lossif a Payment Default, sale Bankruptcy Default or forfeiture of, or the creation of a Lien (other than Lessor's Liens) on, the Aircraft or any part thereof or interest thereon or in a risk of criminal liability, or adversely affect the Trust Indenture Estate, (iii) if an Event of Default shall have occurred and be continuing, the Lessee shall have provided security for its obligations hereunder reasonably satisfactory to the IndemniteeIndemnitee (which security shall be promptly refunded after such Payment Default, Bankruptcy Default or Event of Default is cured), (iviii) if such contest shall be conducted in a manner requiring payment of the claim in advance, the Lessee shall have advanced sufficient funds, on an interest free basis, basis to make the payment required, and agreed to indemnify the Indemnitee against any additional net adverse tax consequences on an After-Tax Basis to such Indemnitee of such advance advance, (iv) such Indemnitee shall have determined that such contest will not result in any material risk of loss, sale or forfeiture of, or the creation of any Lien not permitted under Section 6.01 of the Lease on, the Aircraft or any part thereof or interest therein or in a risk of criminal liability, and (v) the issue shall not be the same as an issue previously contested hereunder and decided adversely, unless the Indemnitee shall have received, at the Lessee's sole expense, a written opinion, in form and substance reasonably satisfactory to such Indemnitee, of Tax Counsel, Counsel to the effect that the applicable relevant circumstances or applicable law has changed and, in light thereof, there is substantial authority ("Substantial Authority") within the meaning of Section 6662(d) 6662 of the CodeCode (if applicable), as interpreted by the Treasury regulations thereunder, or under similar principles of state or foreign law (as the case may be) for contesting such claim and (viv) the amount of the indemnity payments the Lessee payment that would be required to make with respect to such adjustmentof the Lessee, when aggregated with similar adjustments that could be raised in other taxable years of such Indemnitee related and correlative claims, is at least $50,000. The Indemnitee shall not be required to appeal any judicial decision unless it receives an opinion of independent tax counsel, at the Lessee's sole expense, selected by such Indemnitee and reasonably satisfactory to the Lessee Tax Counsel to the effect that a reasonable basis continues to exist for there is Substantial Authority supporting the Indemnitee's positionposition taken on appeal. Nothing contained in this Section 8.04 shall require any Indemnitee to contest or continue to contest, or permit Lessee to contest, a claim which such Indemnitee would otherwise be required to contest pursuant to this Section 8.04, if such Indemnitee shall waive payment by Lessee of any amount that might otherwise be payable by Lessee under this Article 8 in connection with such claim.