TO, AND RETAINED BY, LESSOR,
(IV) THE THEFT, DESTRUCTION OR OTHER LOSS OF THE ENGINE OR ANY PART; (V) ANY
APPLICATION OF SECTION 467(B)(2) TO THE LEASE; (VI)
ANY PAYMENT OF INDEMNITIES
TO A TAX INDEMNITEE OR INDEMNITEE (OTHER THAN LESSOR) OR FEES, EXPENSES OR
REIMBURSEMENT TO A TRUSTEE, AGENT OR OTHER PERSON PURSUANT TO THIS AGREEMENT, OR
(VII) ANY ACT OR PAYMENT BY LESSEE NOT REQUIRED UNDER THE TERMS OF THE LESSEE
DOCUMENTS (HEREIN CALLED A "LESSOR INCLUSION"), LESSEE SHALL PAY TO LESSOR 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 LESSOR AS A RESULT OF SUCH LESSOR INCLUSION.
(XI)
CONTESTS ETC.
THE PROVISIONS OF
SECTION 29(B)(III) AND 29(B)(IV) OF THIS AGREEMENT SHALL APPLY, MUTATIS
MUTANDIS, WITH RESPECT TO ANY LESSOR INCLUSION.
(XII)
MINIMUM INDEMNITY.
THE AMOUNT OF ANY
INDEMNITY PAYABLE BY LESSEE TO LESSOR PURSUANT TO THIS SECTION 29 SHALL IN ALL
EVENTS BE AN AMOUNT SUFFICIENT TO RESTORE LESSOR TO THE POSITION THAT LESSOR
WOULD BE IN IF THE LESSOR INCLUSION OR ANY INDEMNITY OTHERWISE PAYABLE BY LESSOR
PURSUANT TO ANY AGREEMENT WITH A TAX INDEMNITEE THAT GAVE RISE TO LESSEE'S
OBLIGATION HEREUNDER HAD NOT OCCURRED.
(C)
GENERAL INDEMNITY.
LESSEE HEREBY AGREES TO
INDEMNIFY EACH INDEMNITEE AGAINST, AND AGREES TO PROTECT, DEFEND, SAVE AND KEEP
HARMLESS EACH THEREOF FROM (WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREIN
OR IN ANY OF THE OTHER LESSEE DOCUMENTS ARE CONSUMMATED), ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, ACTIONS, SUITS,
OUT-OF-POCKET COSTS, EXPENSES AND DISBURSEMENTS (INCLUDING REASONABLE LEGAL FEES
AND EXPENSES BUT EXCLUDING INTERNAL COSTS AND EXPENSES SUCH AS SALARIES AND
OVERHEAD), OF WHATSOEVER KIND AND NATURE (COLLECTIVELY CALLED "EXPENSES")
IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, IN ANY WAY RELATING
TO OR ARISING OUT OF (A) ANY OF THE OPERATIVE DOCUMENTS OR THE LESSEE DOCUMENTS
OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY OR THE ENFORCEMENT OF ANY OF THE
TERMS THEREOF OR ANY AMENDMENT, MODIFICATION OR WAIVER IN RESPECT THEREOF,
(B) THE MANUFACTURE, PURCHASE, ACCEPTANCE OR REJECTION OF ANY AIRCRAFT,
AIRFRAME, AIRFRAME, THE ENGINE OR ANY PART, (C) ANY AIRCRAFT, AIRFRAME OR
AIRFRAME (OR ANY PORTION OF ANY THEREOF) OR THE ENGINE OR ANY PART WHETHER OR
NOT ARISING OUT OF THE FINANCE, REFINANCE, OWNERSHIP, DELIVERY, NONDELIVERY,
STORAGE, SUBLEASE, POSSESSION, USE, NON-USE, OPERATION, MAINTENANCE,
REGISTRATION, REREGISTRATION, CONDITION, MODIFICATION, ALTERATION, REPLACEMENT,
REPAIR, SUBSTITUTION, SALE, RETURN OR OTHER DISPOSITION OF ANY
A2-45
AIRCRAFT, AIRFRAME, AIRFRAME (OR ANY PORTION OF ANY THEREOF) OR THE ENGINE OR
ANY PART) INCLUDING, WITHOUT LIMITATION, LATENT OR OTHER DEFECTS, WHETHER OR NOT
DISCOVERABLE, STRICT TORT LIABILITY, ANY DAMAGE TO PROPERTY OR THE ENVIRONMENT,
DEATH OF OR INJURY TO ANY PERSON AND ANY CLAIM FOR PATENT, TRADEMARK OR
COPYRIGHT INFRINGEMENT; PROVIDED THAT THE FOREGOING INDEMNITY AS TO ANY
INDEMNITEE SHALL NOT EXTEND TO ANY EXPENSE TO THE EXTENT RESULTING FROM