Contest Resolution. If a claim is made by any tax authority against a party hereto (the “Taxed party”) with respect to any Tax of which another party (the “Indemnifying party”) is obligated to indemnify under this Section 12, the taxed party shall promptly notify the indemnifying party of such claim; provided, however, that the failure to give such notice will not prejudice or otherwise affect any of the rights of the taxed party hereunder unless such failure materially and adversely affects the indemnifying party in exercising its contest rights hereunder or to the extent such failure results in any increase in, or fine or penalty with respect to, any amounts claimed to be payable by the indemnifying party to the taxed party pursuant to this Section 12. If reasonably requested by the indemnifying party in writing, the taxed party shall (at the expense and direction of the indemnifying party) contest in the name of the taxed party or indemnifying party (as applicable), the validity, applicability or amount of such Taxes so indemnified by # if permitted by applicable law without adverse consequences to the taxed party, resisting payment thereof, # paying under protest, if protest is necessary or proper, and # if payment be made, using reasonable commercial efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If the taxed party becomes eligible for a refund of any Taxes paid by the indemnifying party, it shall notify the indemnifying party and, if reasonably requested by the indemnifying party and permissible under applicable law, the taxed party shall consider in good faith any request by the indemnifying party to assign such right to the indemnifying party. Should the taxed party obtain a refund of all or any part of the Taxes paid by the indemnifying party, the taxed party shall pay the indemnifying party the amount of such refund, plus, any interest thereon (net of any taxes imposed on such interest) obtained by the taxed party from the taxing authority if fairly attributable to such Taxes.

Title and Contest: Seller owns all right, title, and interest to the Trademark Rights,

No Illegal Announcements. No announcements or promotion prohibited by federal or state law or regulation of any lottery, game or contest shall be made over the Station. Licensee reserves the right to reject any game, contest or promotion which, in its reasonable judgment, it deems violative of any applicable FCC rule or federal, state or local law or regulation.

Corporation acknowledges and agrees that Licensor is the owner of all right, title, and interest in and to the Licensed Marks, and all such right, title and interest shall remain with the Licensor. Corporation shall not contest, dispute, challenge, oppose or seek to cancel Licensor’s right, title, and interest in and to the Licensed Marks.

In connection with any Tax Contest that relates to Taxes of each of the Company and its Subsidiaries for a Pre-Closing Period that # the Seller does not timely elect to control pursuant to Section 16(b), such Tax Contest shall be controlled by the Buyer and the Seller agrees to cooperate with the Buyer in pursuing such Tax Contest. In connection with any Tax Contest that is described in this Section 16(c) and controlled by the Buyer, the Buyer shall # keep the Seller informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Seller of any related correspondence and shall provide the Seller with an opportunity to review and comment on any material correspondence before the Buyer sends such correspondence to any Taxing Authority), # consult with the Seller in connection with the defense or prosecution of any such Tax Contest and # provide such cooperation and information as the Seller shall reasonably request, and, at its own costs and expenses, the Seller shall have the right to participate in (but not control) the defense of such Tax Contest (including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests).

Tax Contests. Buyer shall promptly notify Seller in writing upon receiving notice from a Taxing Authority after the Closing of any audit, assessment, litigation, contest or other proceeding relating to Taxes (a “Tax Contest”) for which Seller would reasonably be expected to be liable under Article 8 or any other provision of this Agreement or under Law, including Taxes for any Pre-Closing Period or Straddle Period, and shall promptly deliver to Seller copies of all correspondence received from a Taxing Authority in connection with any such Tax Contest. Seller shall have the right to control the conduct of any Tax Contest relating solely to Taxes for which Seller (or their direct or indirect equity owners) would be responsible, including pursuant to Article 8; provided, that Buyer, at its own expense, shall be entitled to participate in the conduct of any such Tax Contest, Seller shall keep Buyer reasonably informed regarding developments in such Tax Contest and Seller shall not settle any such Tax Contest that would be binding on Buyer or that involves any Taxes for which Buyer would be responsible (whether under Article 8 or under applicable Law) without Buyer’s prior written consent, not to be unreasonably withheld, conditioned or delayed. Buyer shall control the conduct of any other Tax Contest with respect to the Facility or the Acquired Assets; provided, that if Seller would reasonably be expected to be responsible for a portion of the Taxes that would result from such Tax Contest, then Seller, at its own expense, shall be entitled to participate in the conduct of any such Tax Contest, Buyer shall keep Seller reasonably informed regarding developments in such Tax Contest and Buyer shall not settle any such Tax Contest without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed. To the extent of any conflict between Section 8.03 and this Section 5.03(b), the provisions of this Section 5.03(b) shall control.

ACKNOWLEDGMENT BY BORROWER OF EXISTING DEFAULTS. Borrower hereby acknowledges that, as of the date hereof, each Existing Default has occurred and is continuing. Borrower hereby waives the right to contest the occurrence, existence, accuracy, or materiality of any Existing Default.

The ​ shall notify the [[Organization A:Organization]] in writing (a “Company Contest Notice”) if the ​ determines that a payment of benefits under a Reinsured Policy (herein “Benefits”) should be contested or denied (each, a “Contest”). No later than five (5) Business Days following its receipt of the Company Contest Notice, the [[Organization A:Organization]] will provide written notice to the ​ of whether or not the [[Organization A:Organization]] elects to participate in the Contest. If the [[Organization A:Organization]] elects to participate in the Contest, it will pay its share (being the Quota Share) of the expense of the Contest in addition to the Quota Share of the corresponding Reinsured Liabilities. If the [[Organization A:Organization]] elects not to participate in the Contest, or if the [[Organization A:Organization]] fails to provide such written notice of its election within five (5) Business Days following its receipt of the Company Contest Notice (in which case the [[Organization A:Organization]] will be deemed to have elected not to participate in such Contest), it will discharge its liability by payment to the ​ of the full amount of the Quota Share of the Benefits as originally presented to the ​, and the [[Organization A:Organization]] shall not be liable for any Extra-Contractual Obligations arising out of such Contest. If the Contest of such Benefits results in the reduction of liability and the [[Organization A:Organization]] has chosen to participate in such Contest, the [[Organization A:Organization]] will share in such reduction in proportion to the Quota Share. If the Contest of such Benefits results in an increase of liability (including any Extra Contractual Obligations) and the [[Organization A:Organization]] has chosen to participate in such Contest, the [[Organization A:Organization]] will share in such increased liability in proportion to the Quota Share. In any Contest in which the [[Organization A:Organization]] has chosen to participate # the [[Organization A:Organization]]

With respect to Tax Contests for Taxes of the Company for a Pre-Closing Period, the Seller may elect to assume and control the defense of such Tax Contest by written notice to the Buyer within thirty (30) days after delivery by the Buyer to the Seller of the Tax Claim Notice. If the Seller elects to assume and control the defense of such Tax Contest, the Seller # shall bear its own costs and expenses, # shall be entitled to engage its own counsel and # may # pursue or forego any and all administrative appeals, Proceedings, hearings and conferences with any Taxing Authority, # either pay the Tax claimed or sue for refund where applicable law permits such refund suit or # contest, settle or compromise the Tax Contest in any permissible manner, provided, however, that the Seller shall not settle or compromise (or take other actions described herein with respect to) any Tax Contest without the prior written consent of the Buyer (such consent not to be unreasonably withheld, delayed or conditioned). If the Seller elects to assume the defense of any Tax Contest, the Seller shall # keep the Buyer reasonably informed of all material developments and events relating to such Tax Contest (including promptly forwarding copies to the Buyer of any related correspondence, and shall provide the Buyer with an opportunity to review and comment on any material correspondence before the Seller sends such correspondence to any Taxing Authority), # consult with the Buyer in connection with the defense or prosecution of any such Tax Contest and # provide such cooperation and information as the Buyer shall reasonably request, and the Buyer shall have the right to participate in (but not control) the defense of such Tax Contest(including participating in any discussions with the applicable Tax Authorities regarding such Tax Contests).

Put Right. Holder shall have the one-time right (but not the obligation), exercisable in its sole discretion on written notice to the Company (the “Put Notice”) at any time prior to the earlier to occur of # exercise in full of this Warrant, and # the expiration or termination of this Warrant, to require the Company to repurchase all (but not less than all) of the unexercised portion of this Warrant from Holder (and the Company hereby agrees to repurchase this Warrant from Holder upon exercise of such right), free and clear of all liens, claims and encumbrances (except such as may arise by or through the Company), for a total aggregate purchase price of One Dollar ($1.00), such purchase price to be paid by the Company to Holder in cash or by the Company’s check at the Put Closing against surrender by Holder to the Company at or prior to the Put Closing of the original of this Warrant (which may be in electronic form), duly endorsed for transfer on the books of the Company or accompanied by duly executed share transfer powers and/or other instruments of assignment or transfer (the “Put Right”). As used herein, “Put Closing” means the closing of the sale and purchase of this Warrant pursuant to Holder’s exercise of the Put Right, on such date (the “Put Closing Date”) as shall be set forth in Holder’s Put Notice, which date shall be not less than five (5) days following the date of such Put Notice. Notwithstanding anything to the contrary herein, in the event that Holder exercises the Put Right, then on and after the Put Closing Date, regardless of whether the Company shall have tendered payment of the purchase price thereat, this Warrant shall be deemed to have been sold, assigned and transferred by Holder to the Company and shall be the Company’s sole and exclusive property.