Common use of Accountants' Certificate as to Adjustments Clause in Contracts

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Stock issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in reasonable detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Class A Voting Common Stock then outstanding on a fully- diluted basis, and (ii) the number of shares of Class A Voting Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted an readjusted (if required by Section 6) on account thereof. The Company will forthwith mail a copy of each such certificate to each holder of a Warrant, and will, on the written request at any time of any holder of a Warrant, furnish to such holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option the holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of such holder unless such accountant determines an error of more than five percent (5%) was made in the adjustment noted on such certificate, in which case such confirmation shall be at the expense of the Company.

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Stock Shares issuable on the exercise of this Warrant, the Company at its expense will promptly cause independent certified public accountants of recognized standing selected by the Company (and not objected to by the holder of this Warrant) to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, showing in reasonable detail, detail the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of the Company's Class A Voting Common Stock then (or Other Securities) outstanding on a fully- diluted basisor deemed to be outstanding, and (iic) the number of shares of Class A Voting Common Stock to be received upon exercise of this Warrant, Purchase Price in effect and number and type of Shares for which this Warrant was exercisable immediately prior to such adjustment issue or readjustment sale and as each is adjusted an and readjusted (if required by Section 6) on account thereof. The Company will forthwith mail a copy of each such certificate to each holder of a Warrantthe Investor, and will, on the written request at any time of any holder of a Warrantthe Investor, furnish to such holder the Investor a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option Purchase Price and the holder number and type of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant Shares at the expense of such holder unless such accountant determines an error of more than five percent (5%) time in effect and showing how it was made in the adjustment noted on such certificate, in which case such confirmation shall be at the expense of the Companycalculated.

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Stock (or Other Securities) or the Purchase Price issuable on the exercise of this Warrant, the Company at its expense will promptly cause independent certified public accountants of national standing selected by the Company (which may be the Company's auditors) to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, showing in reasonable detail, detail the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of the Company's Class A Voting Common Stock then (or Other Securities) outstanding on a fully- diluted basis, or deemed to be outstanding and (iic) the Purchase Price and the number of shares of Class A Voting Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment issue or readjustment sale and as adjusted an and readjusted (if required by Section 6) on account thereofas provided in this Warrant. The Company will forthwith mail a copy of each such certificate to each holder the Holder of a this Warrant, and will, on the written request at any time of any holder the Holder of a this Warrant, furnish to such holder the Holder a like certificate setting forth the calculations used Purchase Price at the time in effect and showing how it was calculated. Notwithstanding the foregoing, the Company shall not be required to determine such adjustment or readjustment. At cause its option the holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of such holder unless such accountant determines an error of accountants to deliver more than five percent one (5%1) was made such certificate in the adjustment noted on such certificate, in which case such confirmation shall be at the expense of the Companyeach calendar quarter.

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Stock (or Other Securities) issuable on the exercise of this Warrantthe Warrants, the Company at its expense will promptly compute such adjustment or readjustment in accordance with the terms of the Warrants and, on the written request at any time of any holder of a Warrant, prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, showing in reasonable detail, detail the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of the Company's Class A Voting Common Stock then (or Other Securities) outstanding on a fully- diluted basisor deemed to be outstanding, and (iic) the Purchase Price and the number of shares of Class A Voting Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment issue or readjustment sale and as adjusted an and readjusted (if required by Section 6) on account thereofas provided in this Warrant. The Company will forthwith mail a copy of each such certificate to each holder of a Warrant, and will, on the written request at any time of any holder of a Warrant, furnish to such holder a like certificate setting forth the calculations used Purchase Price at the time in effect and showing how it was calculated. In case of any dispute concerning computation of any adjustment or readjustment, the Company at its expense will promptly cause independent certified public accountants of recognized standing selected by the Company to determine compute such adjustment or readjustmentreadjustment in accordance with the terms of the Warrants. At its option the holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense The determination of such holder unless such accountant determines an error of more than five percent (5%) was made in the adjustment noted on such certificate, in which case such confirmation accountants shall be at the expense of the Companyfinal and binding for all purposes. 8.

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that ------------ ----------- -- -- ----------- may require any adjustment or readjustment in of the Exercise Price and the shares of Class A Voting Common Stock issuable on the exercise of this Warrant, the Company Company, at its expense expense, will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in reasonable detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Class A Voting Common Stock then outstanding on a fully- diluted basisnew Exercise Price, and (ii) the number of shares of Class A Voting the Company's Common Stock then outstanding on a fully diluted basis, and (iii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted an and readjusted (if required by Section 67) on account thereof. The Company will forthwith mail a copy of each such certificate to each holder of a Warrant, and will, on the written request at any time of any holder of a Warrant, furnish to such holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option option, the holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of such holder unless such accountant determines an error of more than five percent (5%) was made in the adjustment noted on such certificate, in which case such confirmation shall be at the expense of the Company.

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Stock (or Other Securities) or the Purchase Price issuable on the exercise of this Warrant, the Company at its expense will promptly cause independent COMMON STOCK PURCHASE WARRANT NO. 1 - Page 16 (AutoBond Acceptance Corporation) certified public accountants of national standing selected by the Company (which may be the Company's auditors) to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, showing in reasonable detail, detail the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of the Company's Class A Voting Common Stock then (or Other Securities) outstanding on a fully- diluted basis, or deemed to be outstanding and (iic) the Purchase Price and the number of shares of Class A Voting Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment issue or readjustment sale and as adjusted an and readjusted (if required by Section 6) on account thereofas provided in this Warrant. The Company will forthwith mail a copy of each such certificate to each holder the Holder of a this Warrant, and will, on the written request at any time of any holder the Holder of a this Warrant, furnish to such holder the Holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option the holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant Purchase Price at the expense of such holder unless such accountant determines an error of more than five percent (5%) time in effect and showing how it was made in the adjustment noted on such certificate, in which case such confirmation shall be at the expense of the Companycalculated.

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Stock (or Other Securities) issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in reasonable detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Class A Voting Common Stock then outstanding on a fully- diluted basisFully-Diluted Basis, and (ii) the number of shares of Class A Voting Common Stock (or Other Securities) to be received upon exercise of this Warrant, in effect Warrant (A) immediately prior to such adjustment or readjustment and (B) as adjusted an and readjusted (if required by Section 67 hereof) on account thereof. The Company will forthwith mail a copy of each such certificate to each holder of a Warrant, Warrant and will, on the written request at any time of any holder of a Warrant, furnish to such holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option option, the holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company. The cost of any such holder unless confirmation shall be borne (x) by the Company, if the computation of such independent certified public accountant determines an error of more than five percent (5%) was made in indicates that the adjustment noted on such certificate, the Company's certificate was in which case such confirmation shall be at any respect incorrect to the expense detriment of the Companyholders, and (y) otherwise, by the holder requesting such confirmation.

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Stock (or Other Securities) issuable on the exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, in reasonable detail, the facts upon which any such adjustment or readjustment is based, including a statement of (i) the number of shares of the Company's Class A Voting Common Stock then outstanding on a fully- diluted basisFully-Diluted Basis, and (ii) the number of shares of Class A Voting Common Stock (or Other Securities) to be received upon exercise of this Warrant, in effect Warrant (A) immediately prior to such adjustment or readjustment and (B) as adjusted an and readjusted (if required by Section 67) on account thereof. The Company will forthwith mail a copy of each such certificate to each holder of a Warrant, Warrant and will, on the written request at any time of any holder of a Warrant, furnish to such holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option option, the holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant at the expense of the Company. The cost of any such holder unless confirmation shall be borne (x) by the Company, if the computation of such independent certified public accountant determines an error of more than five percent (5%) was made in indicates that the adjustment noted on such certificate, the Company's certificate was in which case such confirmation shall be at any respect incorrect to the expense detriment of the Companyholders, and (y) otherwise, by the holder requesting such confirmation.

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Stock (or Other Securities) or the Purchase Price issuable on the exercise of this Warrant, the Company at its expense will promptly cause independent certified public accountants of national standing selected by the Company (which may be the Company's auditors) to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, showing in reasonable detail, detail the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of the Company's Class A Voting Common Stock then (or Other Securities) outstanding on a fully- diluted basis, or deemed to be outstanding and (iic) the Purchase Price and the number of shares of Class A Voting Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment issue or readjustment sale and as adjusted an and readjusted (if required by Section 6) on account thereofas provided in this Warrant. The Company will forthwith mail a copy of each such certificate to each holder the Holder of a this Warrant, and will, on the written request at any time of any holder the Holder of a this Warrant, furnish to such holder the Holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option the holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant Purchase Price at the expense of such holder unless such accountant determines an error of more than five percent time in effect and showing how it was calculated. COMMON STOCK PURCHASE WARRANT NO. 1 - Page 6 (5%) was made in the adjustment noted on such certificate, in which case such confirmation shall be at the expense of the Company.AutoBond Acceptance Corporation)

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Stock (or Other Securities) issuable on the exercise of this Warrantthe Warrants, the Company's chief financial officer will compute, or if requested by the holders of Warrants to purchase over 50% of the shares of Common Stock which may be purchased upon exercise of the Warrants the Company at its expense will promptly cause independent certified public accountants of recognized standing selected by the Company at its expense to compute, such adjustment or readjustment in accordance with the terms of the Warrants and prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, showing in reasonable detail, detail the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of the Company's Class A Voting Common Stock then (or Other Securities) outstanding on a fully- diluted basisor deemed to be outstanding, and (iic) the Purchase Price and the number of shares of Class A Voting Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment issue or readjustment sale and as adjusted an and readjusted (if required by Section 6) on account thereofas provided in this Warrant. The Company will forthwith mail a copy of each such certificate to each holder of a Warrant, and will, on the written request at any time of any holder of a WarrantWarrant (such request shall not be made more than once in any Fiscal Quarter), furnish to such holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option the holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant Purchase Price at the expense of such holder unless such accountant determines an error of more than five percent (5%) time in effect and showing how it was made in the adjustment noted on such certificate, in which case such confirmation shall be at the expense of the Companycalculated.

Accountants' Certificate as to Adjustments. In each case of any ------------------------------------------ event that may require any adjustment or readjustment in the shares of Class A Voting Common Series C-1 Preferred Stock (or Other Securities) issuable on the exercise of this Warrantthe Warrants, the Company at its expense will promptly cause independent certified public accountants of recognized standing selected by the Company to compute such adjustment or readjustment in accordance with the terms of the Warrants and prepare a certificate setting forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is being made, and showing, showing in reasonable detail, detail the facts upon which any such adjustment or readjustment is based, including a statement of (ia) the consideration received or receivable by the Company for any additional shares of Series C-1 Preferred Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of the Company's Class A Voting Common Series C-1 Preferred Stock then (or Other Securities) outstanding on a fully- diluted basisor deemed to be outstanding, and (iic) the Purchase Price and the number of shares of Class A Voting Common Series C-1 Preferred Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment issue or readjustment sale and as adjusted an and readjusted (if required by Section 6) on account thereofas provided in this Warrant. The Company will forthwith mail a copy of each such certificate to each holder of a Warrant, and will, on the written request at any time of any holder of a Warrant, furnish to such holder a like certificate setting forth the calculations used to determine such adjustment or readjustment. At its option the holder of a Warrant may confirm the adjustment noted on the certificate by causing such adjustment to be computed by an independent certified public accountant Purchase Price at the expense of such holder unless such accountant determines an error of more than five percent (5%) time in effect and showing how it was made in the adjustment noted on such certificate, in which case such confirmation shall be at the expense of the Companycalculated.