OF SUCH NOTICE TO SUBLESSOR
AND THE TAX INDEMNITEE.
SUBLESSEE SHALL ALSO PROVIDE OR CAUSE TO BE PROVIDED TO
SUBLESSOR, UPON REQUEST AND AT SUBLESSEE'S EXPENSE, ALL DOCUMENTS, RECORDS AND
OTHER INFORMATION THAT SUBLESSOR IS REQUIRED TO PROVIDE ANY TAX INDEMNITEE UNDER
SECTION 7(B) OF THE PARTICIPATION AGREEMENT.
(VI)
VERIFICATION.
AT SUBLESSEE'S WRITTEN REQUEST
AFTER SUBLESSEE RECEIVES COMPUTATIONS SHOWING THE AMOUNT OF ANY INDEMNITY
PAYABLE BY SUBLESSEE PURSUANT TO SECTION 29(B)(I), SUBLESSOR SHALL EXERCISE ITS
RIGHTS, IF ANY, UNDER SECTION 7(B)(VI) OF THE PARTICIPATION AGREEMENT WITH
RESPECT TO VERIFICATION OF SUCH COMPUTATION.
IF SUBLESSEE 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 SUBLESSOR
SHALL BE PAID BY SUBLESSEE.
SUBLESSEE WILL HAVE NO RIGHT UNDER THIS
SECTION 29(B) TO EXAMINE ANY TAX RETURN OF ANY TAX INDEMNITEE OR SUBLESSOR.
THE
SOLE RESPONSIBILITY OF SUCH ACCOUNTING FIRM SHALL BE TO VERIFY THE COMPUTATIONS
OF THE AMOUNT PAYABLE HEREUNDER AND THE INTERPRETATION OF THIS AGREEMENT OR ANY
OTHER AGREEMENT SHALL NOT BE WITHIN THE SCOPE OF SUCH ACCOUNTING FIRM'S
RESPONSIBILITIES.
A1-51
(VII)
GENERAL TAX INDEMNITY - PAYMENT.
EXCEPT AS
PROVIDED IN SECTION 29(B)(IV) HEREOF, SUBLESSEE SHALL PAY ANY TAX FOR WHICH IT
IS LIABLE PURSUANT TO SECTION 29(B)(I) DIRECTLY TO THE APPROPRIATE TAXING
AUTHORITY IF LEGALLY PERMISSIBLE OR UPON DEMAND OF A TAX INDEMNITEE OR SUBLESSOR
SHALL PAY SUCH TAX AND ANY OTHER AMOUNTS DUE HEREUNDER TO SUCH TAX INDEMNITEE OR
TO SUBLESSOR AS INDICATED IN SUCH DEMAND WITHIN TEN (10) BUSINESS DAYS OF SUCH
DEMAND.
ANY SUCH DEMAND FOR PAYMENT FROM A TAX INDEMNITEE OR SUBLESSOR SHALL
SPECIFY IN REASONABLE DETAIL THE PAYMENT AND THE FACTS UPON WHICH THE RIGHT TO
PAYMENT IS BASED.
SUBLESSOR SHALL REQUEST THAT THE TAX INDEMNITEE PROMPTLY
FORWARD TO SUBLESSEE A COPY OF ANY NOTICE, BILL OR ADVICE RECEIVED BY IT TO THE
EXTENT CONCERNING ANY TAX INDEMNIFIED AGAINST HEREUNDER, (PROVIDED THAT THE
FAILURE OF THE SUBLESSOR TO MAKE SUCH REQUEST OR THE FAILURE OF THE TAX
INDEMNITEE TO FORWARD SUCH NOTICE, BILL OR ADVICE SHALL NOT ADVERSELY AFFECT THE
SUBLESSOR'S OR TAX INDEMNITEE'S RIGHTS TO INDEMNIFICATION HEREUNDER).
WITHIN
TWENTY (20) DAYS AFTER THE DATE OF EACH PAYMENT BY SUBLESSEE OF ANY TAX
INDEMNIFIED AGAINST HEREUNDER, SUBLESSEE SHALL FURNISH THE APPROPRIATE TAX
INDEMNITEE (WITH A COPY TO SUBLESSOR) THE ORIGINAL OR A CERTIFIED COPY OF A
RECEIPT FOR SUBLESSEE'S PAYMENT OF SUCH TAX OR SUCH OTHER EVIDENCE OF PAYMENT OF
SUCH TAX AS IS REASONABLY ACCEPTABLE TO SUCH TAX INDEMNITEE.
(VIII)
APPLICATION OF PAYMENTS DURING EXISTENCE OF
DEFAULT OR EVENT OF DEFAULT.
ANY AMOUNT PAYABLE TO SUBLESSEE PURSUANT TO THE
TERMS OF THIS SECTION 29(B) SHALL NOT BE PAID TO OR RETAINED BY SUBLESSEE IF AT
THE TIME OF SUCH PAYMENT OR RETENTION A DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING