all or any part of any Tax paid by
Sublessee, Sublessor shall pay Sublessee an amount equal to the amount of such
payment less any cost and/or expenses, including net tax cost, incurred in
respect thereof.
Nothing contained in this Section 29(b)(iv) shall require a Sublessor or a Tax
Indemnitee to contest, or permit Sublessee to contest, a claim which such Tax
Indemnitee would otherwise be required to contest, if such Tax Indemnitee shall
waive payment by Sublessor and Sublessee of any amount that might otherwise be
payable by Sublessee under this Section 29(b) or Sublessor under Section 7(b) of
the Tax Indemnity Agreement in respect of such claim and any other claim, the
contest of which would be precluded.
In addition, for the avoidance of doubt,
Sublessee shall have no right to contest or require any other party to contest
any Tax imposed on a Tax Indemnitee in a manner or to the extent that is
inconsistent with Sublessor's rights under the Participation Agreement.
A1-50
(V)
GENERAL TAX INDEMNITY - REPORTS.
IF ANY
REPORT, RETURN OR STATEMENT IS REQUIRED TO BE FILED WITH RESPECT TO ANY TAX
WHICH IS SUBJECT TO INDEMNIFICATION UNDER THIS SECTION 29(B), SUBLESSEE SHALL
TIMELY FILE THE SAME AT ITS SOLE EXPENSE (EXCEPT FOR ANY SUCH REPORT, RETURN OR
STATEMENT WHICH A TAX INDEMNITEE HAS NOTIFIED SUBLESSOR OR SUBLESSEE THAT SUCH
TAX INDEMNITEE INTENDS TO FILE OR WHICH SUCH TAX INDEMNITEE IS REQUIRED BY LAW
TO FILE IN ITS OWN NAME).
SUBLESSEE SHALL EITHER FILE SUCH REPORT, RETURN OR
STATEMENT SO AS TO SHOW THE OWNERSHIP OF THE AIRCRAFT IN THE OWNER TRUSTEE OR
THE OWNER PARTICIPANT WHERE APPROPRIATE AND SEND A COPY OF SUCH REPORT, RETURN
OR STATEMENT TO SUBLESSOR, THE TAX INDEMNITEE AND OWNER TRUSTEE OR, WHERE
SUBLESSEE IS NOT SO PERMITTED TO FILE SUCH REPORT, RETURN OR STATEMENT, IT SHALL
NOTIFY THE TAX INDEMNITEE AND SUBLESSOR OF SUCH REQUIREMENT AND PREPARE AND
DELIVER SUCH REPORT, RETURN OR STATEMENT TO THE TAX INDEMNITEE AND SUBLESSOR IN
A MANNER SATISFACTORY TO SUCH TAX INDEMNITEE AND SUBLESSOR WITHIN A REASONABLE
TIME PRIOR TO THE TIME SUCH REPORT, RETURN OR STATEMENT IS TO BE FILED.
SUBLESSEE SHALL HOLD SUBLESSOR AND THE TAX INDEMNITEE HARMLESS ON AN AFTER-TAX
BASIS FROM AND AGAINST ANY PENALTIES, INTEREST, FINES OR ADDITIONS TO TAX CAUSED
BY THE INACCURACY OF ANY REPORT, RETURN OR STATEMENT PREPARED AND FILED BY
SUBLESSEE ON BEHALF OF SUBLESSOR OR ANY OTHER TAX INDEMNITEE. SUBLESSEE WILL
PROVIDE AT SUBLESSEE'S EXPENSE TO SUBLESSOR AND THE TAX INDEMNITEE SUCH
INFORMATION MAINTAINED IN THE REGULAR COURSE OF SUBLESSEE'S BUSINESS AS
SUBLESSOR OR ANY TAX INDEMNITEE MAY REASONABLY REQUEST IN WRITING THAT IS
REASONABLY NECESSARY TO ENABLE SUBLESSOR OR SUCH TAX INDEMNITEE TO COMPLY WITH
THEIR TAX FILINGS, AUDIT AND LITIGATION REQUIREMENTS.
IF SUBLESSEE RECEIVES
WRITTEN NOTICE FROM A TAXING AUTHORITY OR A TAX INDEMNITEE OR OTHERWISE OF A TAX
THAT IS IMPOSED UPON A TAX INDEMNITEE BUT NOT INDEMNIFIED AGAINST BY SUBLESSEE
HEREUNDER, SUBLESSEE WILL PROMPTLY FORWARD A COPY