SUCH TAX UNDER PROTEST OR (C) PAYING SUCH TAX AND SEEKING A
REFUND OR OTHER REPAYMENT THEREOF.
IN NO EVENT SHALL SUBLESSOR BE REQUIRED TO
CONTEST, OR TO REQUEST A TAX INDEMNITEE TO CONTEST, OR SUBLESSEE BE PERMITTED TO
CONTEST, THE IMPOSITION OF ANY TAX FOR WHICH SUBLESSEE IS OBLIGATED PURSUANT TO
THIS SECTION 29(B) UNLESS (W) NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING UNDER THE SUBLEASE AND NO EVENT OF DEFAULT (AS SUCH TERM IS
DEFINED IN THE HEAD LEASE) SHALL HAVE OCCURRED AND BE CONTINUING, (X) SUBLESSEE
SHALL HAVE AGREED TO PAY TO SUBLESSOR AND TO THE TAX INDEMNITEE ON DEMAND ON AN
AFTER-TAX BASIS ALL REASONABLE COSTS AND EXPENSES THAT SUBLESSOR
A1-49
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 AIRCRAFT, THE ENGINES
OR ANY PART, OTHER THAN PERMITTED LIENS OR A MATERIAL RISK OF LOSS OF THE LIEN
OF THE TRUST INDENTURE 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,
SUBLESSEE 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 SUBLESSOR AND SUCH TAX INDEMNITEE ON
AN AFTER-TAX BASIS FOR ANY COST OR TAXES PAYABLE WITH RESPECT TO SUCH ADVANCE.
IN ADDITION, SUBLESSEE SHALL NOT HAVE ANY RIGHT TO REQUEST SUBLESSOR OR ANY
OTHER TAX INDEMNITEE TO CONTEST A CLAIM UNLESS (X) THE AMOUNT OF INDEMNITY
PAYMENTS THAT SUBLESSEE WOULD BE REQUIRED TO MAKE IF THE CONTEST WERE
UNSUCCESSFUL IS AT LEAST $***, (Y) PRIOR TO COMMENCEMENT OF ANY CONTEST,
SUBLESSEE HAS DELIVERED TO SUBLESSOR AND, IF REQUESTED BY SUBLESSOR, THE TAX
INDEMNITEE A WRITTEN ACKNOWLEDGMENT OF SUBLESSEE'S OBLIGATION UNDER THIS
SECTION 29(B) TO INDEMNIFY SUCH SUBLESSOR AND SUCH TAX INDEMNITEE WITH RESPECT
TO THE TAX AT ISSUE TO THE EXTENT THAT THE CONTEST IS UNSUCCESSFUL; AND (Z)
SUBLESSOR AND THE RELEVANT TAX INDEMNITEE HAS RECEIVED AN OPINION OF INDEPENDENT
TAX COUNSEL SELECTED BY SUBLESSOR THAT CONCLUDES THAT A REASONABLE BASIS EXISTS
WITH RESPECT TO THE TAX POSITION SUBLESSEE 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.
SUBLESSEE SHALL HAVE NO RIGHT TO PURSUE OR APPEAL OR CAUSE ANY TAX INDEMNITEE OR
SUBLESSOR TO PURSUE OR APPEAL AN ADVERSE JUDICIAL DECISION WITHOUT THE PRIOR
WRITTEN CONSENT OF SUBLESSOR AND, IF REQUIRED BY SUBLESSOR, THE RELEVANT TAX
INDEMNITEE.
If Sublessor receives from any Tax Indemnitee (other than from its Affiliate) a
payment with respect to a refund of