STATEMENT IS REQUIRED TO BE FILED WITH RESPECT TO ANY TAX
WHICH IS SUBJECT TO INDEMNIFICATION UNDER THIS SECTION 29(B), LESSEE SHALL
TIMELY FILE THE SAME AT ITS SOLE EXPENSE (EXCEPT FOR ANY SUCH REPORT, RETURN OR
STATEMENT WHICH A TAX INDEMNITEE HAS NOTIFIED LESSOR OR LESSEE THAT SUCH TAX
INDEMNITEE INTENDS TO FILE OR WHICH SUCH TAX INDEMNITEE IS REQUIRED BY LAW TO
FILE IN ITS OWN NAME).
LESSEE SHALL EITHER FILE SUCH REPORT, RETURN OR
STATEMENT SO AS TO SHOW THE OWNERSHIP OF THE ENGINE IN THE OWNER AND SEND A COPY
OF SUCH REPORT, RETURN OR STATEMENT TO LESSOR, THE TAX INDEMNITEE AND THE OWNER
OR, WHERE LESSEE IS NOT SO PERMITTED TO FILE SUCH REPORT, RETURN OR STATEMENT,
IT SHALL NOTIFY THE TAX INDEMNITEE AND LESSOR OF SUCH REQUIREMENT AND PREPARE
AND DELIVER SUCH REPORT, RETURN OR STATEMENT TO THE TAX INDEMNITEE AND LESSOR IN
A MANNER SATISFACTORY TO SUCH TAX INDEMNITEE AND LESSOR WITHIN A REASONABLE TIME
PRIOR TO THE TIME SUCH REPORT, RETURN OR STATEMENT IS TO BE FILED.
LESSEE SHALL
HOLD LESSOR AND THE TAX INDEMNITEE HARMLESS ON AN AFTER-TAX BASIS FROM AND
AGAINST ANY PENALTIES, INTEREST, FINES OR ADDITIONS TO TAX CAUSED BY THE
INACCURACY OF ANY REPORT, RETURN OR STATEMENT PREPARED AND FILED BY LESSEE ON
BEHALF OF LESSOR OR ANY OTHER TAX INDEMNITEE. LESSEE WILL PROVIDE AT LESSEE'S
EXPENSE TO LESSOR AND THE TAX INDEMNITEE SUCH INFORMATION AS LESSOR OR ANY TAX
INDEMNITEE MAY REASONABLY REQUEST IN WRITING THAT IS REASONABLY NECESSARY TO
ENABLE LESSOR OR SUCH TAX INDEMNITEE TO COMPLY WITH THEIR TAX FILINGS, AUDIT AND
LITIGATION REQUIREMENTS.
IF LESSEE RECEIVES WRITTEN NOTICE FROM A TAXING
AUTHORITY OR A TAX INDEMNITEE OR OTHERWISE OF A TAX THAT IS IMPOSED UPON A TAX
INDEMNITEE BUT NOT INDEMNIFIED AGAINST BY LESSEE HEREUNDER, LESSEE WILL PROMPTLY
FORWARD A COPY OF SUCH NOTICE TO LESSOR AND THE TAX INDEMNITEE.
LESSEE SHALL
ALSO PROVIDE OR CAUSE TO BE PROVIDED TO LESSOR, UPON REQUEST AND AT LESSEE'S
EXPENSE, ALL DOCUMENTS, RECORDS AND OTHER INFORMATION THAT LESSOR IS REQUIRED TO
PROVIDE ANY TAX INDEMNITEE UNDER ANY APPLICABLE AGREEMENTS BETWEEN LESSOR AND
SUCH TAX INDEMNITEE.
A2-43
(VI)
VERIFICATION.
AT LESSEE'S WRITTEN REQUEST
AFTER LESSEE RECEIVES COMPUTATIONS SHOWING THE AMOUNT OF ANY INDEMNITY PAYABLE
BY LESSEE PURSUANT TO SECTION 29(B)(I), LESSOR SHALL EXERCISE ITS RIGHTS, IF
ANY, UNDER APPLICABLE AGREEMENTS WITH THE CLAIMANT TAX INDEMNITEE WITH RESPECT
TO VERIFICATION OF SUCH COMPUTATION.
IF LESSEE PAYS SUCH INDEMNITY IN WHOLE OR
IN PART BEFORE COMPLETION OF THE VERIFICATION PROCEDURE, APPROPRIATE ADJUSTMENTS
WILL BE MADE PROMPTLY AFTER COMPLETION OF THE VERIFICATION PROCEDURE TO TAKE
INTO ACCOUNT ANY REDETERMINATION OF THE INDEMNITY BY THE ACCOUNTING FIRM.
ANY
FEE AND DISBURSEMENTS OF THE ACCOUNTING FIRM PAYABLE BY LESSOR SHALL BE PAID BY
LESSEE.
LESSEE WILL HAVE NO RIGHT UNDER THIS SECTION 29(B) TO EXAMINE ANY TAX
RETURN OF ANY TAX INDEMNITEE OR LESSOR.
THE SOLE RESPONSIBILITY OF SUCH
ACCOUNTING FIRM SHALL BE TO VERIFY THE COMPUTATIONS OF THE AMOUNT PAYABLE
HEREUNDER