OR IF ANY EVENT DESCRIBED IN SECTION 10.02 OF THE
AIRLINE SERVICES AGREEMENT GIVING SUBLESSOR THE ABILITY TO TERMINATE THE AIRLINE
SERVICES AGREEMENT SHALL HAVE OCCURRED, IF ANY EVENT DESCRIBED IN SECTION 10.03
OF THE AIRLINE SERVICES AGREEMENT SHALL HAVE OCCURRED OR IF THE AIRLINE SERVICES
AGREEMENT SHALL HAVE BEEN TERMINATED OR CANCELLED OR SHALL HAVE BEEN TERMINATED
IN ACCORDANCE WITH ITS TERMS, BUT SHALL BE HELD BY SUBLESSOR AND APPLIED
PURSUANT TO SECTION 28 HEREOF.
(IX)
[INTENTIONALLY OMITTED].
(X)
INCLUSIONS.
IF SUBLESSOR IS REQUIRED BY
ANY TAXING AUTHORITY TO INCLUDE IN ITS INCOME FOR INCOME TAX PURPOSES, OR
SUBLESSOR RECEIVES AN OPINION FROM INDEPENDENT TAX COUNSEL SELECTED BY SUBLESSOR
AND REASONABLY ACCEPTABLE TO SUBLESSEE, THAT SUBLESSOR DOES NOT HAVE A
REASONABLE BASIS TO EXCLUDE FROM ITS INCOME FOR INCOME TAX PURPOSES, ANY AMOUNT
IN RESPECT OF, OR RESULTING FROM (I) ANY MODIFICATION, REPAIR, IMPROVEMENT,
ADDITION, SUBSTITUTION OR REPLACEMENT OF THE AIRCRAFT, THE AIRFRAME OR ANY
ENGINE OR ANY PART, (II) ANY PAYMENT OF BASIC RENT OR SUPPLEMENTAL RENT UNDER
THE SUBLEASE BY OR ON BEHALF OF SUBLESSEE IN AN AMOUNT GREATER, OR AT A TIME
EARLIER, THAN THE AMOUNTS OR TIMES PROVIDED IN THE SUBLEASE, (III) ANY WARRANTY
OR INDEMNITY PAYMENTS OR REFUNDS ATTRIBUTABLE TO THE AIRCRAFT, THE AIRFRAME OR
ANY ENGINE RECEIVED FROM THE MANUFACTURER WHICH WAS NOT REMITTED TO, AND
RETAINED BY, SUBLESSOR, (IV) THE THEFT, DESTRUCTION OR OTHER LOSS OF THE
AIRCRAFT, AIRFRAME OR ANY ENGINE OR ANY PART; (V) ANY APPLICATION OF SECTION
A1-52
467(B)(2) TO THE SUBLEASE; (VI)
ANY PAYMENT OF INDEMNITIES TO A TAX INDEMNITEE
OR INDEMNITEE (OTHER THAN SUBLESSOR) OR FEES, EXPENSES OR REIMBURSEMENT TO A
TRUSTEE, AGENT OR OTHER PERSON PURSUANT TO THIS AGREEMENT; OR (VII) ANY ACT OR
PAYMENT BY SUBLESSEE NOT REQUIRED UNDER THE TERMS OF THE SUBLESSEE DOCUMENTS,
(HEREIN CALLED A "SUBLESSOR INCLUSION"), SUBLESSEE SHALL PAY TO SUBLESSOR AN
AMOUNT WHICH, ON AN AFTER-TAX BASIS, SHALL BE EQUAL TO THE AMOUNT OF THE
ADDITIONAL TAXES ON OR MEASURED BY GROSS OR NET INCOME (PLUS ANY AND ALL FINES,
PENALTIES, ADDITIONS TO TAX AND INTEREST CALCULATED BY REFERENCE THERETO)
PAYABLE BY SUBLESSOR AS A RESULT OF SUCH SUBLESSOR INCLUSION.
(XI)
CONTESTS ETC.
THE PROVISIONS OF
SECTION 29(B)(III) (RELATING TO TAX SAVINGS) AND 29(B)(IV) (RELATING TO
CONTESTS) OF THIS AGREEMENT SHALL APPLY, MUTATIS MUTANDIS, WITH RESPECT TO ANY
SUBLESSOR INCLUSION.
(XII)
PASS-THROUGH OF TAX INDEMNITY AGREEMENT
INDEMNITIES.
(1)
INDEMNITY.
IF SUBLESSOR IS REQUIRED TO PAY HEAD LESSOR OR
OWNER PARTICIPANT ANY AMOUNT (HEREIN CALLED A "TIA LIABILITY") PURSUANT TO THE
TAX INDEMNITY AGREEMENT, SUBLESSEE SHALL PAY TO SUBLESSOR AN AMOUNT, WHICH, ON
AN AFTER-TAX BASIS, SHALL BE EQUAL TO SUCH TIA LIABILITY.
SUCH PAYMENT SHALL BE
MADE AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE DATE SUBLESSOR MUST PAY HEAD
LESSOR UNDER THE TAX INDEMNITY AGREEMENT.
(2)
EXCEPTIONS. SUBLESSEE SHALL NOT BE REQUIRED
TO INDEMNIFY SUBLESSOR FOR ANY TIA LIABILITY TO THE EXTENT THAT SUCH TIA
LIABILITY WOULD NOT HAVE OCCURRED BUT FOR ANY OF THE FOLLOWING:
(y)