Common use of Adjustments to Basic Rent, Stipulated Loss Value, Termination Value Clause in Contracts

Adjustments to Basic Rent, Stipulated Loss Value, Termination Value. and the EBO Price After the Delivery Date. The percentages for Basic Rent referred to in Schedule II hereto and the percentages for Stipulated Loss Value and Termination Value referred to in Schedule III and Schedule IV hereto, and the EBO Price shall be adjusted (upward or downward) subject to the minimum value established by Section 3.05 hereof and the definitions of Stipulated Loss Value and Termination Value to reflect (i) any costs and expenses paid by the Lessor or the Owner Participant pursuant to Section 10.01 of the Participation Agreement being greater or less than the Estimated Expense Amount, (ii) any Refinancing pursuant to Section 15.01 of the Participation Agreement or (iii) the Delivery Date being other than September 22, 1998. Each such adjustment pursuant to the first sentence of this Section 3.04 shall maintain the Owner's Economic Return (and, while maintaining such Owner's Economic Return, minimize the aggregate Net Present Value of Rents to the Lessee) and shall not cause the EBO Price to be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under Section 4.02(a)(F) hereof. The Owner Participant shall promptly notify the Lessee and the Lessor and the Lessee shall promptly notify the Owner Participant and the Lessor of the need for any such adjustment pursuant to this Section 3.04. As promptly as feasible after any such notification, the Lessor shall furnish the Lessee with a notice setting forth the amount of any such adjustments together with the calculations upon which the adjustments are based; provided, however, that the Lessor and the Owner Participant shall not be required to disclose to the Lessee in such notice any confidential or proprietary information (including methodology or assumptions) relating to such calculations. At the request and, subject to the next succeeding sentence, expense of the Lessee, the accuracy of the calculation of such adjustments and the consistency of the calculation with the calculation used to determine Basic Rent, Stipulated Loss Values, Termination Values and the EBO Price shall be verified first, by First Chicago Leasing Corporation or such other financial advisor chosen by the Lessee and second, if such adjustments are still believed to be in error and are not reconciled with the Owner Participant within fifteen (15) Business Days, by a firm of nationally recognized independent public accountants selected by the Lessee and reasonably acceptable to the Owner Participant and, in order to enable them to verify such adjustments, the Owner Participant shall make available to such accountants (for their own confidential use and not to be disclosed to the Lessee or any other Person and subject to the execution of a confidentiality agreement reasonably satisfactory to the Owner Participant) all information reasonably necessary for such verification, including the name of the lease analysis program used by the Owner Participant to calculate such adjustments. Notwithstanding anything to the contrary contained herein, the Owner Participant shall not be required to release its tax returns to any verifying firm unless such firm is that Owner Participant's regular outside accounting firm. The Lessee will pay the reasonable costs and expenses of the verification process under this Section 3.04 unless as a result of such verification process by the independent public accountants Basic Rent is adjusted and such adjustment causes the Net Present Value of Rents to decline by 10 or more basis points (in which event the Owner Participant shall pay the reasonable costs and expenses of such verification process). The Lessor and the Lessee shall execute and deliver an amendment to this Lease to reflect each adjustment under this Section 3.04. All adjustments under this Section 3.04 shall be in compliance with the requirements of Revenue Procedure 75-21, 1975-1 C.B. 715, Sections 4.02(5), 4.07(1), 4.07(2) and 4.08(1) of Revenue Procedure 75-28, 1975-1 C.B. 752 and Section 1.467-3(c)(2)(i) of the Treasury Regulation and shall be structured so as to not cause the Lease to be a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Code.

Adjustments to Basic Rent, Stipulated Loss Value, Termination Value. and the EBO Price After the Delivery Date. The percentages for Basic Rent referred to in Schedule II ScheduleII hereto and the percentages for Stipulated Loss Value and Termination Value referred to in Schedule III ScheduleIII and Schedule IV ScheduleIV hereto, and the EBO Price shall be adjusted (upward or downward) subject to the minimum value established by Section 3.05 hereof and the definitions of Stipulated Loss Value and Termination Value to reflect (i) any costs and expenses paid by the Lessor or the Owner Participant pursuant to Section 10.01 of the Participation Agreement being greater or less than the Estimated Expense Amount, (ii) any Refinancing pursuant to Section 15.01 of the Participation Agreement or (iii) the Delivery Date being other than September 22August 27, 1998. Each such adjustment pursuant to the first sentence of this Section 3.04 shall maintain the Owner's Economic Return (and, while maintaining such Owner's Economic Return, minimize the aggregate Net Present Value of Rents to the Lessee) and shall not cause the EBO Price to be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under Section 4.02(a)(F) hereof. The Owner Participant shall promptly notify the Lessee and the Lessor and the Lessee shall promptly notify the Owner Participant and the Lessor of the need for any such adjustment pursuant to this Section 3.04. As promptly as feasible after any such notification, the Lessor shall furnish the Lessee with a notice setting forth the amount of any such adjustments together with the calculations upon which the adjustments are based; provided, however, that the Lessor and the Owner Participant shall not be required to disclose to the Lessee in such notice any confidential or proprietary information (including methodology or assumptions) relating to such calculations. At the request and, subject to the next succeeding sentence, expense of the Lessee, the accuracy of the calculation of such adjustments and the consistency of the calculation with the calculation used to determine Basic Rent, Stipulated Loss Values, Termination Values and the EBO Price shall be verified first, by First Chicago Leasing Corporation or such other financial advisor chosen by the Lessee and second, if such adjustments are still believed to be in error and are not reconciled with the Owner Participant within fifteen (15) Business Days, by a firm of nationally recognized independent public accountants selected by the Lessee and reasonably acceptable to the Owner Participant and, in order to enable them to verify such adjustments, the Owner Participant shall make available to such accountants (for their own confidential use and not to be disclosed to the Lessee or any other Person and subject to the execution of a confidentiality agreement reasonably satisfactory to the Owner Participant) all information reasonably necessary for such verification, including the name of the lease analysis program used by the Owner Participant to calculate such adjustments. Notwithstanding anything to the contrary contained herein, the Owner Participant shall not be required to release its tax returns to any verifying firm unless such firm is that Owner Participant's regular outside accounting firm. The Lessee will pay the reasonable costs and expenses of the verification process under this Section 3.04 unless as a result of such verification process by the independent public accountants Basic Rent is adjusted and such adjustment causes the Net Present Value of Rents to decline by 10 or more basis points (in which event the Owner Participant shall pay the reasonable costs and expenses of such verification process). The Lessor and the Lessee shall execute and deliver an amendment to this Lease to reflect each adjustment under this Section 3.04. All adjustments under this Section 3.04 shall be in compliance with the requirements of Revenue Procedure 75-21, 1975-1 C.B. 715, Sections 4.02(5), 4.07(1), 4.07(2) and 4.08(1) of Revenue Procedure 75-28, 1975-1 C.B. 752 and Section 1.467-3(c)(2)(i) of the Treasury Regulation and shall be structured so as to not cause the Lease to be a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Code.

Adjustments to Basic Rent, Stipulated Loss Value, Termination Value. and the EBO Price After the Delivery Date. The percentages for Basic Rent referred to in Schedule II hereto and the percentages for Stipulated Loss Value and Termination Value referred to in Schedule III and Schedule IV hereto, and the EBO Price shall be adjusted (upward or downward) subject to the minimum value established by Section 3.05 hereof and the definitions of Stipulated Loss Value and Termination Value to reflect (i) any costs and expenses paid by the Lessor or the Owner Participant pursuant to Section 10.01 of the Participation Agreement being greater or less than the Estimated Expense Amount, (ii) any Refinancing pursuant to Section 15.01 of the Participation Agreement or (iii) the Delivery Date being other than September 22July 15, 1998. Each such adjustment pursuant to the first sentence of this Section 3.04 shall maintain the Owner's Economic Return (and, while maintaining such Owner's Economic Return, minimize the aggregate Net Present Value of Rents to the Lessee) and shall not cause the EBO Price to be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under Section 4.02(a)(F) hereof. The Owner Participant shall promptly notify the Lessee and the Lessor and the Lessee shall promptly notify the Owner Participant and the Lessor of the need for any such adjustment pursuant to this Section 3.04. As promptly as feasible after any such notification, the Lessor shall furnish the Lessee with a notice setting forth the amount of any such adjustments together with the calculations upon which the adjustments are based; provided, however, that the Lessor and the Owner Participant shall not be required to disclose to the Lessee in such notice any confidential or proprietary information (including methodology or assumptions) relating to such calculations. At the request and, subject to the next succeeding sentence, expense of the Lessee, the accuracy of the calculation of such adjustments and the consistency of the calculation with the calculation used to determine Basic Rent, Stipulated Loss Values, Termination Values and the EBO Price shall be verified first, by First Chicago Leasing Corporation or such other financial advisor chosen by the Lessee and second, if such adjustments are still believed to be in error and are not reconciled with the Owner Participant within fifteen (15) Business Days, by a firm of nationally recognized independent public accountants selected by the Lessee and reasonably acceptable to the Owner Participant and, in order to enable them to verify such adjustments, the Owner Participant shall make available to such accountants (for their own confidential use and not to be disclosed to the Lessee or any other Person and subject to the execution of a confidentiality agreement reasonably satisfactory to the Owner Participant) all information reasonably necessary for such verification, including the name of the lease analysis program used by the Owner Participant to calculate such adjustments. Notwithstanding anything to the contrary contained herein, the Owner Participant shall not be required to release its tax returns to any verifying firm unless such firm is that Owner Participant's regular outside accounting firm. The Lessee will pay the reasonable costs and expenses of the verification process under this Section 3.04 unless as a result of such verification process by the independent public accountants Basic Rent is adjusted and such adjustment causes the Net Present Value of Rents to decline by 10 or more basis points (in which event the Owner Participant shall pay the reasonable costs and expenses of such verification process). The Lessor and the Lessee shall execute and deliver an amendment to this Lease to reflect each adjustment under this Section 3.04. All adjustments under this Section 3.04 shall be in compliance with the requirements of Revenue Procedure 75-21, 1975-1 C.B. 715, Sections 4.02(5), 4.07(1), 4.07(2) and 4.08(1) of Revenue Procedure 75-28, 1975-1 C.B. 752 and Section 1.467-3(c)(2)(i) of the Treasury Regulation and shall be structured so as to not cause the Lease to be a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Code.

Adjustments to Basic Rent, Stipulated Loss Value, Termination Value. and the EBO Price After the Delivery Date. The percentages for Basic Rent referred to in Schedule II hereto and the percentages for Stipulated Loss Value and Termination Value referred to in Schedule III and Schedule IV hereto, and the EBO Price shall be adjusted (upward or downward) subject to the minimum value established by Section 3.05 hereof and the definitions of Stipulated Loss Value and Termination Value to reflect (i) any costs and expenses paid by the Lessor or the Owner Participant Participants pursuant to Section 10.01 of the Participation Agreement being greater or less than the Estimated Expense Amount, (ii) any Refinancing pursuant to Section 15.01 of the Participation Agreement or (iii) the Delivery Date being other than September October 22, 1998. Each such adjustment pursuant to the first sentence of this Section 3.04 shall maintain the Owner's Owners' Economic Return (and, while maintaining such Owner's Owners' Economic Return, minimize the aggregate Net Present Value of Rents to the Lessee) and shall not cause the EBO Price to be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under Section 4.02(a)(F) hereof. The Owner Participant Participants shall promptly notify the Lessee and the Lessor and the Lessee shall promptly notify the Owner Participant Participants and the Lessor of the need for any such adjustment pursuant to this Section 3.04. As promptly as feasible after any such notification, the Lessor shall furnish the Lessee with a notice setting forth the amount of any such adjustments together with the calculations upon which the adjustments are based; provided, however, that the Lessor and the Owner Participant Participants shall not be required to disclose to the Lessee in such notice any confidential or proprietary information (including methodology or assumptions) relating to such calculations. At the request and, subject to the next succeeding sentence, expense of the Lessee, the accuracy of the calculation of such adjustments and the consistency of the calculation with the calculation used to determine Basic Rent, Stipulated Loss Values, Termination Values and the EBO Price shall be verified first, by First Chicago Leasing Corporation or such other financial advisor chosen by the Lessee and second, if such adjustments are still believed to be in error and are not reconciled with the Owner Participant Participants within fifteen (15) Business Days, by a firm of nationally recognized independent public accountants selected by the Lessee and reasonably acceptable to the Owner Participant Participants and, in order to enable them to verify such adjustments, the Owner Participant Participants shall make available to such accountants (for their own confidential use and not to be disclosed to the Lessee or any other Person and subject to the execution of a confidentiality agreement reasonably satisfactory to the Owner ParticipantParticipants) all information reasonably necessary for such verification, including the name of the lease analysis program used by the Owner Participant Participants to calculate such adjustments. Notwithstanding anything to the contrary contained herein, the no Owner Participant shall not be required to release its tax returns to any verifying firm unless such firm is that Owner Participant's regular outside accounting firm. The Lessee will pay the reasonable costs and expenses of the verification process under this Section 3.04 unless as a result of such verification process by the independent public accountants Basic Rent is adjusted and such adjustment causes the Net Present Value of Rents to decline by 10 or more basis points (in which event the Owner Participant Participants shall pay the reasonable costs and expenses of such verification process). The Lessor and the Lessee shall execute and deliver an amendment to this Lease to reflect each adjustment under this Section 3.04. All adjustments under this Section 3.04 shall be in compliance with the requirements of Revenue Procedure 75-21, 1975-1 C.B. 715, Sections 4.02(5), 4.07(1), 4.07(2) and 4.08(1) of Revenue Procedure 75-28, 1975-1 C.B. 752 and Section 1.467-3(c)(2)(i) of the Treasury Regulation and shall be structured so as to not cause the Lease to be a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Code.

Adjustments to Basic Rent, Stipulated Loss Value, Termination Value. and the EBO Price After the Delivery Date. The percentages for Basic Rent referred to in Schedule II hereto and the percentages for Stipulated Loss Value and Termination Value referred to in Schedule III and Schedule IV hereto, and the EBO Price shall be adjusted (upward or downward) subject to the minimum value established by Section 3.05 hereof and the definitions of Stipulated Loss Value and Termination Value to reflect (i) any costs and expenses paid by the Lessor or the Owner Participant pursuant to Section 10.01 of the Participation Agreement being greater or less than the Estimated Expense Amount, (ii) any Refinancing pursuant to Section 15.01 of the Participation Agreement or (iii) the Delivery Date being other than September 22November 17, 1998. Each such adjustment pursuant to the first sentence of this Section 3.04 shall maintain the Owner's Economic Return (and, while maintaining such Owner's Economic Return, minimize the aggregate Net Present Value of Rents to the Lessee) and shall not cause the EBO Price to be less than the greater of (i) the Termination Value as of such Rent Payment Date and (ii) the estimate set forth in the Appraisal of the Fair Market Value of the Aircraft at the time of exercise of the purchase option under Section 4.02(a)(F) hereof. The Owner Participant shall promptly notify the Lessee and the Lessor and the Lessee shall promptly notify the Owner Participant and the Lessor of the need for any such adjustment pursuant to this Section 3.04. As promptly as feasible after any such notification, the Lessor shall furnish the Lessee with a notice setting forth the amount of any such adjustments together with the calculations upon which the adjustments are based; provided, however, that the Lessor and the Owner Participant shall not be required to disclose to the Lessee in such notice any confidential or proprietary information (including methodology or assumptions) relating to such calculations. At the request and, subject to the next succeeding sentence, expense of the Lessee, the accuracy of the calculation of such adjustments and the consistency of the calculation with the calculation used to determine Basic Rent, Stipulated Loss Values, Termination Values and the EBO Price shall be verified first, by First Chicago Leasing Corporation or such other financial advisor chosen by the Lessee and second, if such adjustments are still believed to be in error and are not reconciled with the Owner Participant within fifteen (15) Business Days, by a firm of nationally recognized independent public accountants selected by the Lessee and reasonably acceptable to the Owner Participant and, in order to enable them to verify such adjustments, the Owner Participant shall make available to such accountants (for their own confidential use and not to be disclosed to the Lessee or any other Person and subject to the execution of a confidentiality agreement reasonably satisfactory to the Owner Participant) all information reasonably necessary for such verification, including the name of the lease analysis program used by the Owner Participant to calculate such adjustments. Notwithstanding anything to the contrary contained herein, the Owner Participant shall not be required to release its tax returns to any verifying firm unless such firm is that Owner Participant's regular outside accounting firm. The Lessee will pay the reasonable costs and expenses of the verification process under this Section 3.04 unless as a result of such verification process by the independent public accountants Basic Rent is adjusted and such adjustment causes the Net Present Value of Rents to decline by 10 or more basis points (in which event the Owner Participant shall pay the reasonable costs and expenses of such verification process). The Lessor and the Lessee shall execute and deliver an amendment to this Lease to reflect each adjustment under this Section 3.04. All adjustments under this Section 3.04 shall be in compliance with the requirements of Revenue Procedure 75-21, 1975-1 C.B. 715, Sections 4.02(5), 4.07(1), 4.07(2) and 4.08(1) of Revenue Procedure 75-28, 1975-1 C.B. 752 and Section 1.467-3(c)(2)(i) of the Treasury Regulation and shall be structured so as to not cause the Lease to be a "disqualified leaseback or long-term agreement" within the meaning of Section 467 of the Code.