Common use of Books and Records; Tax Returns Clause in Contracts

Books and Records; Tax Returns. The Owner Trustee shall be responsible for the keeping of all appropriate books and records relating to its receipt and disbursement of all moneys under this Agreement or any Operative Agreement and shall, upon the request of the Trustor or its duly authorized representative, make available such books and records at its principal trust office during normal business hours for inspection and copying. The Owner Trustee agrees to sign and file all returns with respect to Taxes that the Trustor prepares (or causes to be prepared) and directs the Owner Trustee to sign and file. The Owner Trustee, upon request, will furnish the Trustor with all such information as may be reasonably required or necessary from the Owner Trustee in connection with the preparation of such tax returns and in connection with any other filing or audit and related litigation obligations. At the request of the Trustor, and at the expense of the Lessee, the Owner Trustee shall file an application with the Internal Revenue Service for a taxpayer identification number with respect to the trust created hereunder and prepare or cause to be prepared and sign and/or file the Federal fiduciary tax return with respect to Taxes due and payable by the Trust in connection with the transactions contemplated hereby or by any other Operative Agreement; provided, however, that the Owner Trustee shall send a completed copy of each such return to the Trustor not more than 60 nor less than 30 days prior to the due date of such return; provided that the Owner Trustee shall have timely received all necessary information to complete and deliver to the Trustor such return. The Trustor, upon request, will furnish the Owner Trustee with all such information as may be required from the Trustor in connection with the preparation of such income tax returns. The Owner Trustee shall keep copies of all returns delivered to or filed by it.

Books and Records; Tax Returns. (a) The Owner Trustee shall be responsible for the keeping of all appropriate books and records relating to its the receipt and disbursement of all moneys that it may receive hereunder, or under this Agreement or any other Operative Agreement and shall, upon the request of the Trustor or its duly authorized representative, make available such books and records at its principal trust office during normal business hours for inspection and copyingAgreement. The Owner Trustee agrees to sign and file all returns with respect to Taxes that the Trustor prepares (or causes to be prepared) and directs the Owner Trustee to sign and file. The Owner Trusteeshall, upon request, will furnish the Trustor with all such information as may be reasonably required or necessary from the Owner Trustee in connection with the preparation of such tax returns and in connection with any other filing or audit and related litigation obligations. At the request of the Trustor, and at the expense of the Lessee, the Owner Trustee shall file an application with the Internal Revenue Service for a taxpayer identification number with respect to the trust created hereunder and hereby. The Owner Trustee shall, at the expense of Lessee, prepare or cause to be prepared and the Owner Trustee shall sign and/or file the Federal federal fiduciary tax return with respect to Taxes due and payable by the Trust trust created hereby in connection with the transactions contemplated hereby or and by any other Operative Agreement; provided, however, that the Owner Trustee . Each Holder shall send a completed copy of each such return to the Trustor not more than 60 nor less than 30 days prior to the due date of such return; provided that the Owner Trustee shall have timely received all necessary information to complete and deliver to the Trustor such return. The Trustor, upon request, will furnish the Owner Trustee with all such information as may be reasonably required from such Holder (as such is requested in writing by the Trustor Owner Trustee) in connection with the preparation of such income tax returns. The Owner Trustee shall keep copies of all returns delivered to or filed by it. (b) The Owner Trustee, either in its trust or individual capacities, shall be under no obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of-pocket expense or any liability unless the Owner Trustee shall be furnished with such reasonable security and indemnity by Lessee (or, at the election of the Majority Secured Parties, by the Holders and the Lenders) against such expense or liability as it may require. The Owner Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times, without any further action by the Agent or any Holder to protect one (1) or more of the Properties and the rights and interests of the Holders pursuant to the terms of this Trust Agreement; provided, however, that the Owner Trustee may obtain reimbursement for the reasonable out-of-pocket expenses and costs of such actions, undertakings or proceedings from Lessee.

Books and Records; Tax Returns. (a) The Owner Trustee and the ------------------------------ Certificate Holders shall treat the trust created hereby as a grantor trust for all federal and state income tax filing purposes. (b) The Trustee shall be responsible for the keeping of all appropriate books and records relating to its receipt and disbursement of all moneys under this Agreement file, or any Operative Agreement and shall, upon the request of the Trustor or its duly authorized representative, make available such books and records at its principal trust office during normal business hours for inspection and copying. The Owner Trustee agrees to sign and file all returns with respect to Taxes that the Trustor prepares (or causes cause to be prepared) and directs the Owner Trustee to sign and file. The Owner Trusteefiled, upon request, will furnish the Trustor with all such information as may be reasonably required or necessary from the Owner Trustee in connection with the preparation of such tax returns and in connection with any other filing or audit and related litigation obligations. At the request of the Trustor, and at the expense of the Lessee, the Owner Trustee shall file an application with the Internal Revenue Service for a taxpayer identification number with respect to the trust created hereunder Trust. The Certificate Holders shall prepare and prepare file, or cause to be prepared and sign and/or file filed, the Federal fiduciary tax return return, reports, state tax returns and other forms with respect to the Taxes due and payable by the Trust in connection with the transactions contemplated hereby or by any the other Operative Agreement; provided, however, Agreements. In the event that the Owner Certificate Holders shall request the Trustee to prepare (or cause to be prepared) such tax returns, at the expense of the Trust, the Certificate Holders shall send a completed copy of each such return furnish to the Trustor not more than 60 nor less than 30 days prior to the due date of such return; provided that the Owner Trustee shall have timely received all necessary information to complete and deliver to the Trustor such return. The Trustor, upon request, will furnish the Owner Trustee with all such information as may be required from the Trustor Certificate Holders in connection with the preparation of such income tax returns. The Owner Trustee shall keep copies of all returns delivered to or filed by itit relating to the Trust. (c) The Certificate Holders shall sign on behalf of the Trust any and all tax returns of the Trust. (d) Neither the Trustee nor the Trust Company shall be under any obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of-pocket expense or any liability unless it shall be furnished with such reasonable security and indemnity against such expense or liability as it may reasonably require. The Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times, without any further action by the Certificate Holders to protect the Equipment or any other part of the Trust Estate and the rights and interests of the Certificate Holders pursuant to the terms of this Trust Agreement; provided -------- that the Trust Company may obtain reimbursement for the reasonable out-of-pocket expenses and costs (including reasonable attorneys fees and expenses) of such actions, undertakings or proceedings from the Lessee. Each of the Certificate Holders and the Trustee, by entering into this Trust Agreement, agrees that it will file its own Federal, state and local income, franchise and other tax returns in a manner that is consistent with the treatment of the Trust as a grantor trust. The parties agree that, unless otherwise required by final decision (i.e., one from which no appeal can be taken or with respect to which the time for appeal has expired) of the appropriate taxing authorities or court of competent jurisdiction, the Certificate Holders shall file, or cause to be filed, annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as a grantor trust for such tax purposes.

Books and Records; Tax Returns. (a) The Owner Trustee shall be responsible for the keeping of all appropriate books and records relating to its the receipt and disbursement of all moneys that it may receive hereunder, or under this the Bridge Note, the Indemnification Agreement or any other Operative Agreement and shall, upon the request of the Trustor or its duly authorized representative, make available such books and records at its principal trust office during normal business hours for inspection and copyingAgreement. The Owner Trustee agrees to sign and file all returns with respect to Taxes that the Trustor prepares (or causes to be prepared) and directs the Owner Trustee to sign and file. The Owner Trusteeshall, upon request, will furnish the Trustor with all such information as may be reasonably required or necessary from the Owner Trustee in connection with the preparation of such tax returns and in connection with any other filing or audit and related litigation obligations. At the request of the Trustor, and at the expense of the LesseeOwner Trustee, the Owner Trustee shall file an application with the Internal Revenue Service for a taxpayer identification number with respect to the trust created hereunder and hereby. The Owner Trustee shall, at the expense of the Owner Trustee, prepare or cause to be prepared and the Owner Trustee shall sign and/or or file the Federal federal fiduciary tax return with respect to Taxes due and payable by the Trust trust created hereby in connection with the transactions contemplated hereby and by the Bridge Note, the Indemnification Agreement or by any other Operative Agreement; provided, however, that the Owner Trustee . Each Holder shall send a completed copy of each such return to the Trustor not more than 60 nor less than 30 days prior to the due date of such return; provided that the Owner Trustee shall have timely received all necessary information to complete and deliver to the Trustor such return. The Trustor, upon request, will furnish the Owner Trustee with all such information as may be reasonably required from the Trustor such Holder in connection with the preparation of such income tax returns. The Owner Trustee shall keep copies of all returns delivered to or filed by it. (b) The Owner Trustee, either in its trust or individual capacities, shall be under no obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of-pocket expense or any liability unless it shall be furnished with such reasonable security and indemnity against such expense or liability as it may require. The Owner Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times, without any further action by the Administrative Agent or any Holder to protect the Properties and the rights and interests of the Holders pursuant to the terms of this Trust Agreement; provided, however, that Trust Company may obtain reimbursement for the out-of-pocket expenses and costs of such actions, undertakings or proceedings from the Lessee.

Books and Records; Tax Returns. (a) The Owner Trustee shall be responsible for the keeping of all appropriate books and records relating to its the receipt and disbursement of all moneys that it may receive hereunder, or under this Agreement or any other Operative Agreement and shall, upon the request of the Trustor or its duly authorized representative, make available such books and records at its principal trust office during normal business hours for inspection and copyingAgreement. The Owner Trustee agrees to sign and file all returns with respect to Taxes that the Trustor prepares (or causes to be prepared) and directs the Owner Trustee to sign and file. The Owner Trusteeshall, upon request, will furnish the Trustor with all such information as may be reasonably required or necessary from the Owner Trustee in connection with the preparation of such tax returns and in connection with any other filing or audit and related litigation obligations. At the request of the Trustor, and at the expense of the Lessee, the Owner Trustee shall file an application with the Internal Revenue Service for a taxpayer identification number with respect to the trust created hereunder and hereby. The Owner Trustee shall, at the expense of Lessee, prepare or cause to be prepared and the Owner Trustee shall sign and/or file the Federal federal fiduciary tax return with respect to Taxes due and payable by the Trust trust created hereby in connection with the transactions contemplated hereby or and by any other Operative Agreement; provided, however, that the Owner Trustee . Each Holder shall send a completed copy of each such return to the Trustor not more than 60 nor less than 30 days prior to the due date of such return; provided that the Owner Trustee shall have timely received all necessary information to complete and deliver to the Trustor such return. The Trustor, upon request, will furnish the Owner Trustee with all such information as may be reasonably required from such Holder (as such is requested in writing by the Trustor Owner Trustee) in connection with the preparation of such income tax returns. The Owner Trustee shall keep copies of all returns delivered to or filed by it. (b) The Owner Trustee, either in its trust or individual capacities, shall be under no obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of-pocket expense or any liability unless the Owner Trustee shall be furnished with such reasonable security and indemnity by Lessee (or, at the election of the Majority Secured Parties, by the Holders and the Lenders) against such expense or liability as it may require. The Owner Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times, without any further action by the Agent or any Holder to protect one or more of the Properties and the rights and interests of the Holders pursuant to the terms of this Trust Agreement; provided, however, that the Owner Trustee may obtain reimbursement for the out-of-pocket expenses and costs of such actions, undertakings or proceedings from Lessee.

Books and Records; Tax Returns. (a) The Owner Trustee shall be responsible for the keeping of all appropriate books and records relating to its the receipt and disbursement of all moneys that it may receive hereunder, or under this Agreement or any other Operative Agreement and shall, upon the request of the Trustor or its duly authorized representative, make available such books and records at its principal trust office during normal business hours for inspection and copyingAgreement. The Owner Trustee agrees to sign and file all returns with respect to Taxes that the Trustor prepares (or causes to be prepared) and directs the Owner Trustee to sign and file. The Owner Trusteeshall, upon request, will furnish the Trustor with all such information as may be reasonably required or necessary from the Owner Trustee in connection with the preparation of such tax returns and in connection with any other filing or audit and related litigation obligations. At the request of the Trustor, and at the expense of the Lessee, the Owner Trustee shall file an application with the Internal Revenue Service for a taxpayer identification number with respect to the trust created hereunder and hereby. The Owner Trustee shall, at the expense of Lessee, prepare or cause to be prepared and the Owner Trustee shall sign and/or file the Federal federal fiduciary tax return with respect to Taxes due and payable by the Trust trust created hereby in connection with the transactions contemplated hereby or and by any other Operative Agreement; provided, however, that the Owner Trustee . Each Holder shall send a completed copy of each such return to the Trustor not more than 60 nor less than 30 days prior to the due date of such return; provided that the Owner Trustee shall have timely received all necessary information to complete and deliver to the Trustor such return. The Trustor, upon request, will furnish the Owner Trustee with all such information as may be reasonably required from such Holder (as such is requested in writing by the Trustor Owner Trustee) in connection with the preparation of such income tax returns. The Owner Trustee shall keep copies of all returns delivered to or filed by it. (b) The Owner Trustee, either in its trust or individual capacities, shall be under no obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of-pocket expense or any liability unless the Owner Trustee shall be furnished with such reasonable security and indemnity by Lessee (or, at the election of the Majority Secured Parties, by the Holders and the Lenders) against such expense or liability as it may require. The Owner Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times, without any further action by the Agent or any Holder to protect one (1) or more of the Properties and the rights and interests of the Holders pursuant to the terms of this Trust Agreement; provided, however, that the Owner Trustee may obtain reimbursement for the out-of-pocket expenses and costs of such actions, undertakings or proceedings from Lessee.

Books and Records; Tax Returns. (a) The Owner Trustee shall be responsible for the keeping of all appropriate books and records relating to its the receipt and disbursement of all moneys that it may receive hereunder, or under this Agreement or any other Operative Agreement and shall, upon the request of the Trustor or its duly authorized representative, make available such books and records at its principal trust office during normal business hours for inspection and copyingAgreement. The Owner Trustee agrees to sign and file all returns with respect to Taxes that the Trustor prepares (or causes to be prepared) and directs the Owner Trustee to sign and file. The Owner Trusteeshall, upon request, will furnish the Trustor with all such information as may be reasonably required or necessary from the Owner Trustee in connection with the preparation of such tax returns and in connection with any other filing or audit and related litigation obligations. At the request of the Trustor, and at the expense of the Lessee, the Owner Trustee shall file an application with the Internal Revenue Service for a taxpayer identification number with respect to the trust created hereunder and hereby. The Owner Trustee shall, at the expense of Lessee, prepare or cause to be prepared and the Owner Trustee shall sign and/or file the Federal federal fiduciary tax return with respect to Taxes due and payable by the Trust trust created hereby in connection with the transactions contemplated hereby or and by any other Operative Agreement; provided, however, that the Owner Trustee shall send a completed copy of each such return to the Trustor not more than 60 nor less than 30 days prior to the due date of such return; provided that the Owner Trustee shall have timely received all necessary information to complete and deliver to the Trustor such return. The Trustor, upon request, will Holder shall furnish the Owner Trustee with all such information as may be reasonably required from (as such is requested in writing by the Trustor Owner Trustee) in connection with the preparation of such income tax returns. The Owner Trustee shall keep copies of all returns delivered to or filed by it. (b) The Owner Trustee, either in its trust or individual capacities, shall be under no obligation to appear in, prosecute or defend any action, which in its opinion may require it to incur any out-of-pocket expense or any liability unless the Owner Trustee shall be furnished with such reasonable security and indemnity by Lessee (or by the Bank) against such expense or liability as it may require. The Owner Trustee may, but shall be under no duty to, undertake such action as it may deem necessary at any and all times, without any further action by the Holder to protect one (1) or more of the Properties and the rights and interests of the Holder pursuant to the terms of this Trust Agreement; provided, however, that the Owner Trustee may obtain reimbursement for the out-of-pocket expenses and costs of such actions, undertakings or proceedings from Lessee.