benefit (including foreign tax credits) referred to in
this subsection as to which Lessor has made a payment to Lessee required hereby
(or as to which such Lessor would have made payment but for
Section 29(b)(viii) or which benefit was otherwise taken into account in
computing Lessee's indemnity obligation pursuant to this Section 29(b)) in a
taxable year subsequent to the utilization by the Tax Indemnitee, or any amount
required to be paid by Lessor to a Tax Indemnitee pursuant to any other
agreement with such Tax Indemnitee relating to the Engine shall be treated as a
Tax for which Lessee is obligated to indemnify the relevant Tax Indemnitee or
reimburse Lessor pursuant to the provisions of this Section 29(b), without
regard to the exclusions set forth in Section 29(b)(ii) hereof.
(IV)
GENERAL TAX INDEMNITY - CONTESTS.
WITH
RESPECT TO ANY TAX INDEMNITEE THAT IS LESSOR OR ANY AFFILIATE THEREOF (A "LESSOR
TAX INDEMNITEE") AT
A2-41
LESSEE'S WRITTEN REQUEST AND WITH THE WRITTEN CONSENT OF LESSOR, LESSEE SHALL BE
ENTITLED TO CONTEST ANY CLAIM WITH RESPECT TO ANY TAX IMPOSED ON SUCH LESSOR TAX
INDEMNITEE OTHER THAN AN INCOME TAX EITHER IN LESSEE'S NAME OR IN THE NAME OF
SUCH LESSOR TAX INDEMNITEE AT LESSEE'S SOLE COST AND EXPENSE (A "LESSEE
CONTROLLED CONTEST") . IF LESSOR RECEIVES A WRITTEN CLAIM FROM ANY TAX
INDEMNITEE OR ANY TAXING AUTHORITY FOR ANY TAX FOR WHICH LESSEE IS OBLIGATED
PURSUANT TO SECTION 29(B)(I), LESSOR SHALL NOTIFY LESSEE PROMPTLY OF SUCH CLAIM
(IT BEING UNDERSTOOD AND AGREED THAT FAILURE TO PROVIDE SUCH NOTICE SHALL NOT
ADVERSELY AFFECT OR OTHERWISE PREJUDICE ANY TAX INDEMNITEE'S RIGHT TO AN
INDEMNITY HEREUNDER EXCEPT TO THE EXTENT SUCH FAILURE PRECLUDES ANY CONTEST OF
SUCH CLAIM).
IF THE TAX CANNOT BE CONTESTED IN A LESSEE CONTROLLED CONTEST FOR
ANY REASON (INCLUDING, BUT NOT LIMITED TO THE REFUSAL OF THE LESSOR OR OTHER TAX
INDEMNITEE TO CONSENT THERETO), UPON WRITTEN REQUEST FROM LESSEE RECEIVED BY
LESSOR WITHIN TEN (10) BUSINESS DAYS OF SUCH NOTICE LESSOR OR SUCH TAX
INDEMNITEE SHALL CONTEST SUCH CLAIM IN GOOD FAITH AT LESSEE'S SOLE COST AND
EXPENSE.
ANY SUCH CONTEST SHALL BE AT LESSOR'S OR SUCH TAX INDEMNITEE'S, AS THE
CASE MAY BE, CONTROL AND DIRECTION.
IN ANY SUCH CONTEST THE TAX INDEMNITEE OR
LESSOR, AS THE CASE MAY BE, MAY IN ITS SOLE DISCRETION SELECT THE FORUM FOR SUCH
CONTEST AND DETERMINE WHETHER ANY SUCH CONTEST SHALL BE BY (A) RESISTING PAYMENT
OF SUCH TAX, (B) PAYING SUCH TAX UNDER PROTEST OR (C) PAYING SUCH TAX AND
SEEKING A REFUND OR OTHER REPAYMENT THEREOF.
IN NO EVENT SHALL LESSOR BE
REQUIRED TO CONTEST, OR TO REQUEST A TAX INDEMNITEE TO CONTEST, OR LESSEE BE
PERMITTED TO CONTEST, THE IMPOSITION OF ANY TAX FOR WHICH LESSEE IS OBLIGATED
PURSUANT TO THIS SECTION 29(B) UNLESS (W) NO DEFAULT OR EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, (X) LESSEE SHALL HAVE AGREED TO PAY TO LESSOR
AND TO THE TAX INDEMNITEE ON DEMAND ON AN