AFTER-TAX BASIS ALL REASONABLE COSTS
AND EXPENSES THAT LESSOR AND THE TAX INDEMNITEE MAY INCUR IN CONNECTION WITH
CONTESTING SUCH CLAIM (INCLUDING, WITHOUT LIMITATION, ALL REASONABLE LEGAL AND
ACCOUNTING FEES AND DISBURSEMENTS), (Y) SUCH ACTION TO BE TAKEN WILL NOT RESULT
IN A RISK OF SALE, FORFEITURE OR LOSS OF, OR THE CREATION OF ANY LIEN ON, THE
ENGINE OR ANY PART, OR ANY AIRCRAFT, AIRFRAME OR AIRFRAME ON WHICH THE ENGINE IS
INSTALLED, OTHER THAN PERMITTED LIENS OR A RISK OF IMPOSITION OF CRIMINAL
PENALTIES, AND (Z) IF SUCH CONTEST SHALL BE CONDUCTED IN A MANNER REQUIRING THE
PAYMENT OF THE CLAIM, LESSEE SHALL HAVE PAID THE AMOUNT REQUIRED DIRECTLY TO THE
APPROPRIATE AUTHORITY OR MADE AN ADVANCE OF THE AMOUNT THEREOF TO SUCH TAX
INDEMNITEE ON AN INTEREST-FREE BASIS AND AGREED TO INDEMNIFY LESSOR AND SUCH TAX
INDEMNITEE ON AN AFTER-TAX BASIS FOR ANY COST OR TAXES PAYABLE WITH RESPECT TO
SUCH ADVANCE.
IN ADDITION, LESSEE SHALL NOT HAVE ANY RIGHT TO REQUEST LESSOR OR
ANY OTHER TAX INDEMNITEE TO CONTEST A CLAIM UNLESS (X) THE AMOUNT OF INDEMNITY
PAYMENTS THAT LESSEE WOULD BE REQUIRED TO MAKE IF THE CONTEST WERE UNSUCCESSFUL
IS AT LEAST $***, (Y) PRIOR TO COMMENCEMENT OF ANY CONTEST, LESSEE HAS DELIVERED
TO LESSOR AND, IF REQUESTED BY LESSOR, THE TAX INDEMNITEE A WRITTEN
ACKNOWLEDGMENT OF LESSEE'S OBLIGATION UNDER THIS SECTION 29(B) TO INDEMNIFY SUCH
LESSOR AND SUCH TAX INDEMNITEE WITH RESPECT TO THE TAX AT ISSUE TO THE EXTENT
THAT THE CONTEST IS UNSUCCESSFUL; AND (Z) LESSOR AND THE RELEVANT TAX INDEMNITEE
HAS RECEIVED AN OPINION OF INDEPENDENT TAX COUNSEL SELECTED BY LESSOR THAT
CONCLUDES THAT A REASONABLE BASIS EXISTS WITH RESPECT TO
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THE TAX POSITION LESSEE HAS ASSERTED.
FOR THE PURPOSES OF THIS SECTION 29(B),
THE TERM "REASONABLE BASIS" SHALL HAVE THE MEANING SET FORTH FOR SUCH TERM IN
FORMAL OPINION 85-352 ISSUED BY THE STANDING COMMITTEE ON ETHICS AND
PROFESSIONAL RESPONSIBILITY OF THE AMERICAN BAR ASSOCIATION.
LESSEE SHALL HAVE
NO RIGHT TO PURSUE OR APPEAL OR CAUSE ANY TAX INDEMNITEE OR LESSOR TO PURSUE OR
APPEAL AN ADVERSE JUDICIAL DECISION WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR
AND, IF REQUIRED BY LESSOR, THE RELEVANT TAX INDEMNITEE.
Nothing contained in this Section 29(b)(iv) shall require a Lessor or a Tax
Indemnitee to contest, or permit Lessee to contest, a claim which such Tax
Indemnitee would otherwise be required to contest, if such Tax Indemnitee shall
waive payment by Lessor and Lessee of any amount that might otherwise be payable
by Lessee under this Section 29(b) in respect of such claim and any other claim,
the contest of which would be precluded.
In addition, for the avoidance of
doubt, Lessee 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 Lessor's rights under any Operative Document or Lessee
Document.
(V)
GENERAL TAX INDEMNITY - REPORTS.
IF ANY
REPORT, RETURN OR